EXHIBIT 10(b)
                         HOUSTON INDUSTRIES INCORPORATED
                           DEFERRED COMPENSATION PLAN

               (As Amended and Restated Effective January 1, 1991)

                                 SIXTH AMENDMENT

               Houston Industries Incorporated, a Texas corporation (the
"Company"), having amended and restated the Houston Industries Incorporated
Deferred Compensation Plan, effective January 1, 1991 (the "Plan"), and having
reserved the right under Section 7.1 thereof to amend the Plan, does hereby
amend Article V of the Plan by adding the following Section 5.8 thereto,
effective August 1, 1995:

               "5.8   TERMINATIONS UNDER THE 1995 VOLUNTARY EARLY RETIREMENT
               PROGRAM.

                      (a) PRIOR TO EARLY RETIREMENT DATE. Notwithstanding any
               other provision of the Plan to the contrary, if the employment of
               a Participant who fulfills the requirements for the Voluntary
               Early Pension for 1995 Program participants under Section 9.7(a)
               of the Houston Industries Incorporated Retirement Plan is
               terminated prior to the first day of the month coincident with or
               next following the date of the Participant's 60th birthday, a
               Normal Retirement Distribution as described in Section 5.1 or a
               distribution as described in Section 5.4 shall not be made, but
               the Employer (x) shall pay the Participant the sum or sums of
               Compensation actually deferred, with interest thereon, compounded
               annually, at the applicable Interest Crediting Rate for each
               Participation Year, from the Commencement Date through the date
               of payment, minus any Early Distributions, (y) shall make a lump
               sum distribution or 15 annual installment payments in accordance
               with the Participant's election under Section 5.1(b) and, if
               payable in a lump sum, in the January following the Participant's
               termination of employment or, if payable in installments,
               commencing the month following the month in which the Participant
               terminates employment and payable thereafter in that same month
               in each remaining year, and (z) shall not make any Early
               Distributions to such Participant.

                      (b) AFTER EARLY RETIREMENT DATE. If the employment of a
               Participant is terminated voluntarily as described in subsection
               (a) above but after the first day of the month

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               coincident with or next following the date of the Participant's
               60th birthday, distributions (including Early Distributions)
               shall be made as otherwise provided in this Article V.

                      (c) COMMUTATION. Any installment payments hereunder may
               be commuted as provided in Section 5.1(e)."

               IN WITNESS WHEREOF, Houston Industries Incorporated has caused
these presents to be executed by its duly authorized officer 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 18th day of May, 1995,
but effective as of the date stated herein.

                                            HOUSTON INDUSTRIES INCORPORATED

                                            By  /s/ D. D. SYKORA
                                                    D. D. Sykora
                                                    President and Chief
                                                    Operating Officer
ATTEST:

  /s/ RICHARD B. DAUPHIN
      Richard B. Dauphin
      Assistant Corporate Secretary
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