HOUSTON INDUSTRIES INCORPORATED
                             SAVINGS PLAN

          (As Amended and Restated Effective January 1, 1994)

                            First Amendment


          Houston Industries Incorporated, a Texas corporation (the
"Company"), having established the Houston Industries Incorporated
Savings Plan, as amended and restated effective January 1, 1994 (the
"Plan"), and having reserved the right to amend the Plan under
Section 10.3 thereof, does hereby amend the Plan as follows, effective
April 6, 1994:

          1.   Paragraph (f) of Section 4.18 is hereby amended to read
as follows:
               "An Employee's rollover account shall be
          subject to the same rules as the Employee's Pre-Tax
          Contribution Account for all purposes of the
          Plan, including, but not by way of limitation,
          rules regarding investments, withdrawals,
          distributions and loans under the Plan."

          2.   The second full paragraph of Section 8.1 is hereby
amended to read as follows:

               "The Participant shall have the right to
          direct the Committee to instruct the Trustee to
          invest his Pre-Tax Contributions and After-Tax
          Contributions, and the earnings and accretions
          thereon, in any combination of ten percent (10%)
          increments between the Investment Funds."

          3.   The second sentence of the third full paragraph of
Section 8.1 of the Plan is hereby amended to read as follows:

               "The Participant, effective on any succeeding
          monthly Valuation Date, by prior written notice to
          the Committee given in such manner and at such
          time as may be prescribed from time to time by the
          Committee, may (i) change his instructions with
          respect to the investment of his future Pre-Tax
          and After-Tax Contributions in the Trust Fund
          and/or (ii) change his instructions with respect
          to the investment of the current values in his
          Pre-Tax Contribution Account and After-Tax
          Contribution Account in such manner as he may
          determine between the investment accounts."

          4.   The first sentence of Section 10.3 is hereby amended by
adding the following language to the end thereof:

               "and the Committee shall have the right to
          amend or modify this Plan and the Trust Agreement
          to change the Investment Funds at any time and
          from time to any extent that it may deem
          advisable."

          IN WITNESS WHEREOF, Houston Industries Incorporated has
caused these presents to be executed by its duly authorized officers
in a number of copies, all of which shall constitute one and the same
instrument, which may be sufficiently evidenced by any executed copy
hereof, this 7th day of April, 1994, but effective April 6, 1994.

                              HOUSTON INDUSTRIES INCORPORATED
                             By: D. D. Sykora                    
                                 D. D. Sykora,
                                President and Chief Operating Officer
                         

ATTEST:



Rufus S. Scott                
Assistant Corporate Secretary