U-57

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                       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

 SOCIEDAD PROMOTORA DE LA TERMOELECTRICA PARA EL SUROCCIDENTE COLOMBIANO S.A.
             DISTRIBUIDORA DE ENERGIA ELECTRICA DE JAMUNDI LIMITADA
              DISTRIBUIDORA DE ENERGIA ELECTRICA DE CANDELARIA LTDA
              CENTRAL HIDROELECTRICA DEL RIO ANCHICAYA S.A. E.S.P.
                  COMPANIA DE ELECTRICIDAD DE TULUA S.A. E.S.P.
                          INTERCONEXION ELECTRICA S.A.
                               ISA GENERACION S.A.
                             GASES DE OCCIDENTE S.A.
         ...............................................................
                           (Name of foreign companies)

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


Item 1

         The name of the entities claiming foreign utility company status are 
Sociedad Promotora de la Termoelectrica para el Suroccidente Colombiano S.A.
("SPT"), Distribuidora de Energia Electrica de Jamundi Limitada ("Jamundi"),
Distribuidora de Energia Electrica de Candelaria Ltda ("Candelaria"), Central
Hidroelectrica del Rio Anchicaya S.A. E.S.P. ("Chidral"), Compania de
Electricidad de Tulua S.A. E.S.P. ("CET"), Interconexion Electrica S.A. ("ISA"),
ISA Generacion S.A. ("ISAGEN") and Gases de Occidente S.A. ("GOS"). Each of the
foregoing entities is a Colombian entity owned in part by Empresa de Energia del
Pacifico S.A. E.S.P., a Colombian corporation ("EPSA"), the business address of
which is Carrera 57, No. 11-29, Cali, Valle, Colombia. EPSA operates electric
power generation, transmission and distribution facilities in 37 municipalities
in the Valle del Cauca region of southwestern Colombia. A separate notification
of foreign utility company status was filed for EPSA on May 30, 1997.

         Based on publicly available information, the following is a summary
description of the facilities used by each of foregoing entities for the
generation, transmission, and distribution of electric energy for sale or for
the distribution at retail of natural gas:

         SPT is a company created to promote the construction of a coal-fired
         plant that will provide electricity to the Departments of Valle del
         Cauca, Narifio and Cauca, Colombia. Approximately 15% of the shares
         of SPT are owned by EPSA.




                                                     

   2

         Jamundi is an electric distribution company that provides retail
         electric service to Jamundi, Colombia, which is located on the
         outskirts of Cali, Colombia. Approximately 80% of the shares of Jamundi
         are owned by EPSA.

         Candelaria is an electric distribution company that provides retail
         electric service to Candelaria, Colombia, which is located on the
         outskirts of Cali, Colombia. Approximately 55% of the shares of
         Candelaria are owned by EPSA.

         Chidral owns three of EPSA's seven electric generation facilities. The
         installed generation capacity of the three generation facilities owned
         by Chidral is approximately 126 megawatts. Chidral also operates a
         portion of EPSA's transmission and distribution system under contract
         with EPSA. Approximately 99.9% of the shares of Chidral are owned by
         EPSA.

         CET is an electric distribution company that provides retail electric
         service to Tulua, Colombia, which is located north of Cali, Colombia.
         Approximately 30% of the shares of CET are owned by EPSA.

         ISA is the state-owned national transmission company in Colombia. ISA
         operates approximately 6500 kilometers of transmission lines. ISA is
         the principal transmission company in Colombia, operating all of the
         500 kV system and approximately 65% of the 230 kV system. Approximately
         5% of the shares of ISA are owned by EPSA.

         ISAGEN is a national utility providing generation services in Colombia.
         ISA operates approximately 2500 megawatts of installed electric
         generation capacity. Approximately 5% of the shares of ISAGEN are owned
         by EPSA.

         GOS is a natural gas distribution company that has the concession for
         gas distribution services in the greater Cali area. Approximately 7% of
         the shares of GOS are owned by EPSA.


         Based on publicly available information, the following persons hold,
directly or indirectly, five percent (5%) or more of any class of voting
securities of EPSA: Empresas Municipales de Cali, a municipal utility providing
power distribution services to the city of Cali and the neighboring town and
industrial park of Yumbo ("EMCALI"); Corporacion Autonoma Regional del Valle del
Cauca, a regional entity responsible for water and environmental projects in
Valle del Cauca, Colombia ("CVC"); and Departmento del Valle del Cauca.
Approximately 56% of the shares of EPSA currently owned by the Republic of
Colombia (the "Auctioned Shares") have been deposited in a special privatization
fund pending their sale pursuant to a public auction ("Auction"). The sale of
the Auctioned Shares is expected to be completed on June 5, 1997. Following
closing of the Auction, the Auctioned Shares will be held directly or indirectly
by a consortium of investors comprised of subsidiaries or affiliates of the
following corporations: Houston Industries Energy, Inc. ("HI Energy") and 
La Electricidad de Caracas SACA ("EDC").


Item 2

         The name of the domestic associate public-utility company is Houston
Lighting & Power Company, a Texas corporation ("HL&P"). The holding company of
HL&P is Houston Industries Incorporated, a Texas corporation ("HI"). HI owns all
of the outstanding voting stock of HL&P and HI Energy. HI Energy owns 50% of the
outstanding voting stock of Valle Energy Ventures, Inc., 


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a Cayman Island corporation ("Valle") and 100% of the outstanding voting stock 
of Colombian Electricity Ventures, Inc., a Cayman Island corporation ("CEV"). 
It is anticipated that Valle and CEV will acquire through the Auction 44.71% 
and 6% of the Auctioned Shares, respectively. The remaining 6% of the Auctioned 
Shares will be acquired by EDC. No portion of the purchase price for the 
Auctioned Shares held by Valle or CEV will be paid by HL&P.



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                                    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
                                          Vice President and Comptroller
                                          (Principal Accounting Officer)


Date:  June 4, 1997




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                                 EXHIBIT INDEX

Exhibit 99.a
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         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.

EX-99.A

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                                                                   Exhibit 99.a
















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








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                                                                   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
                                                    ----------------------
                                                    Robert W. Gee
                                                    Chairman

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