EXHIBIT 99(d)
                      PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.

               For a description of legal proceedings affecting the
          Company and its subsidiaries, including HL&P, reference is
          made to the information set forth in Item 1 of Part II of the
          Combined Form 10-Q for the quarter ended March 31, 1994, and
          Item 3 of the 1993 Combined Form 10-K and Notes 9, 10 and 11
          to the Company's Consolidated and HL&P's Financial Statements
          in Item 8 of the 1993 Combined Form 10-K, as updated by the
          description of developments in regulatory and litigation
          matters contained in Notes 8, 9 and 10 of the Notes to the
          Company's Consolidated and HL&P's Financial Statements
          included in Part I of this Form 10- Q, all of which are
          incorporated herein by reference.

               In April 1994, the state district judge of the 268th
          Judicial District Court, Fort Bend County, Texas, dismissed
          for lack of subject matter jurisdiction a suit (PACE AND SCOTT
          v. HL&P) in which it was alleged that HL&P was charging
          illegal rates.  The claim was based on the argument that the
          Utility Commission had failed to allocate to ratepayers the
          alleged tax benefits accruing to the Company and HL&P by
          virtue of the fact that HL&P's federal income taxes are paid
          as part of a consolidated group.  The time within which an
          appeal of the District Court's dismissal could be perfected
          has now expired.  However, one of the two plaintiffs filed a
          second lawsuit (PACE, INDIVIDUALLY AND AS A REPRESENTATIVE FOR
          ALL OTHERS SIMILARLY SITUATED v. HL&P) alleging substantially
          the same causes of action in the 56th Judicial District Court
          of Galveston County, Texas in June 1994.  Management believes
          that the suit is without merit.