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                                                                  EXHIBIT 99 (c)

                        HOUSTON INDUSTRIES ENERGY, INC.
                 LONG-TERM PROJECT INCENTIVE COMPENSATION PLAN

                   (As Established Effective January 1, 1994)


                                Third Amendment


                 Houston Industries, Incorporated, a Texas corporation, having
established the Houston Industries Energy, Inc. Long-Term Project Incentive
Compensation Plan, effective January 1, 1994 (the "Plan"), and having reserved
the right under Article XIV thereof to amend the Plan, does hereby amend the
Plan, effective as of January 1, 1997, as follows:

                 1.       The definition of "Personnel Committee" appearing in
Article II is deleted in its entirety and the following definition shall be
added:

                 "Compensation Committee:  The Compensation Committee of the
         Board of Directors."

                 2.       The second sentence of Article VIII.A is hereby
amended in its entirety to read as follows:

         "This Award shall be designated as the 'Long-Term Award.'"

                 3.       The following shall be added to the end of Article
IX.A(1):

         "No Annual Awards shall be made after December 31, 1996."

                 4.       The second sentence of Article IX.B shall be amended
in its entirety to read as follows:

         "Long-Term Awards (including any Long-Term Awards previously awarded
         under the Plan) will be paid as soon as practicable after the close of
         three years after the Plan Year to which they relate, upon the
         Compensation Committee's determination that the Performance Goals
         previously established with respect to such Award have been satisfied
         and subject to the remaining provisions of this Article IX."

                 5.       Terms used in this Amendment and not defined herein
are used herein as they are defined in the Plan.  References in the Plan to
"this Plan" (and indirect references such


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as "hereof" and "Herein") are amended to refer to the Plan as amended by this
Amendment.  Except as expressly amended hereby, the Plan shall remain in full
force and effect and is hereby ratified and confirmed in all respects.

                 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 5th day of June, 1997,
but effective as of the date herein stated.

                                       HOUSTON INDUSTRIES INCORPORATED


                                       By     /s/ R. S. LETBETTER              
                                         -------------------------------------

ATTEST:

/s/ R. B. DAUPHIN        
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