U-57

 
                       SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.

                                   FORM U-57

                 NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS

                        Filed under section 33(a) of the

             Public Utility Holding Company Act of 1935, as amended

                             RAIN CALCINING LIMITED
        ...............................................................
                           (Name of foreign company)

                        HOUSTON INDUSTRIES INCORPORATED
 ................................................................................
   (Name of filing company, if filed on behalf of a foreign utility company)

Item 1

     The name of the entity claiming foreign utility status is Rain Calcining
Limited, an Indian corporation ("RAIN"), the business address of which is 38
Srinagar Colony, Hyderabad 500073, India.  RAIN will generate electricity to be
transmitted for sale at retail to industrial customers in the State of Andhra
Pradesh, India.  Any electric energy not sold to industrial customers will be
sold at wholesale to the Andhra Pradesh State Electricity Board (the "APSEB").
Set forth below is a description of the facilities to be owned and/or used by
RAIN for the generation, transmission, and distribution of electric energy for
sale:

     RAIN will own and operate a petroleum coke calcination facility, the waste
     gases from which will be used to fuel a heat recovery steam generator.  The
     steam output of the heat recovery steam generator, combined with steam
     produced from a fluidized bed petroleum coke boiler, will be used to power
     a steam turbine generator with a maximum net power production capacity of
     approximately 49 megawatts.  All of the transmission facilities required to
     interconnect RAIN with the APSEB will be owned and operated by the APSEB.

     As of the date of this notification, 65.3% of the voting stock of RAIN is
owned by Houston Industries Energy - Rain, Inc., a Mauritius company ("HIE-
RAIN").  It is contemplated that upon (1) receipt of all capital contributions,
and (2) the initial public offering of certain shares in RAIN on the Indian
stock markets, HIE-RAIN will own approximately 20% of the voting stock of RAIN.

Item 2

     The name of the domestic associate public-utility company is Houston
Lighting & Power Company, a Texas corporation ("HL&P"), and its holding company
is Houston Industries Incorporated, a Texas corporation ("HI").  HI owns all of
the outstanding voting stock of HL&P and Houston Industries Energy, Inc., a
Delaware corporation ("HI Energy").  HI Energy owns

                                       1

 
all of the outstanding voting stock of Houston Industries Energy - India, Inc.,
a Mauritius company ("HIE-INDIA") and HIE-INDIA owns all of the outstanding
voting stock of HIE-RAIN. The sole asset of HIE-RAIN is its investment in RAIN.
No portion of the purchase price for the shares held by HIE-RAIN in RAIN was
paid by HL&P.

                                       2

 
Exhibit 99.A

     1. The certification of the State of Texas required under Section 33(a)(2)
        of the Public Utility Holding Company Act of 1935, as amended.

                                       3

 
                                   SIGNATURE

                                        
  The undersigned company has duly caused this statement to be signed on its
behalf by the undersigned thereunto duly authorized.

                              HOUSTON INDUSTRIES INCORPORATED



                              By:       /s/ MARY P. RICCIARDELLO
                                  --------------------------------------------
                                  Mary P. Ricciardello
                                  Comptroller and Principal Accounting Officer


Date:  February 13, 1996

                                       4

EX-99.A

 
                                                                    Exhibit 99.A



                       CERTIFICATE OF THE STATE OF TEXAS
                         UNDER SECTION 33(A)(2) OF THE
                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

 
                                                                    Exhibit 99.A



                               November 12, 1992



Mr. Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C.  20549

Dear Mr. Katz:

          Houston Lighting & Power Company (HL&P), a subsidiary of Houston
Industries Incorporated (HII), a Texas corporation, has advised this Commission
that HII is considering participation in the privatization of EDELAP S.A., an
Argentine public utility company (EDELAP) and that HII may in the future
consider participation in other such activities with respect to foreign public
utility companies.  In connection with such activities, HL&P has requested that
the Public Utility Commission of Texas (the Commission) provide to you the
certification contemplated in Section 33(a)(2) of the Public Utility Holding
Company Act of 1935 (15 U.S.C. 79 et. seq.), which section was added to that Act
by Section 715 of the Energy Policy Act of 1992.

          As the State Commission having jurisdiction over the retail electric
rates of HII's public utility subsidiary, HL&P, please be advised that this
Commission:

          (i)  has the authority and resources to protect the ratepayers of
               HL&P; and

          (ii) intends to exercise such authority.

          This certification is considered applicable with respect to an
acquisition of an interest in EDELAP and as to other foreign utility companies
in which HII seeks to obtain an ownership interest, but such certification is
expressly conditioned on and is subject to being revised or withdrawn by this
Commission as to any future acquisition.  Houston Lighting & Power Company has
represented that they will timely inform this Commission of any efforts by HII
to seek an ownership interest in other foreign utility companies.

                                            Sincerely,



                                            /s/
                                            Robert W. Gee
                                            Chairman

BJS/sh
cc:  William C. Weeden
     Office of Public Utility Regulation
     Securities and Exchange Commission