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                        HOUSTON INDUSTRIES INCORPORATED
                                EXHIBIT 10(a)(a)
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                                                                EXHIBIT (10 aa)

[Logo] Houston
       Industries
       Incorporated


                                                                   June 14, 1991



Mr. David M. McClanahan
Vice President, Finance & Administration
KBLCOM Incorporated
800 Gessner, Suite 700
Houston, Texas  77024-4270

Dear David:

         Effective January 1, 1991, you became Vice President, Finance &
Administration of KBLCOM Incorporated ("KBLCOM"), necessitating the transfer of
your employment from Houston Industries Incorporated ("HII") to KBLCOM.  The
purpose of this letter is to set forth the effect of the transfer on your
retirement, savings and executive benefits.

         (1)     Retirement Plan.  Concurrent with your transfer, you became
eligible for and started accruing a pension benefit under the KBLCOM Retirement
Plan; this benefit will accrue during your period of employment with KBLCOM.
Your prior service with HII companies will be considered under the KBLCOM
Retirement Plan for vesting purposes.

         Under the terms of the Retirement Plan for Employees of Houston
Industries Incorporated (the "HII Retirement Plan"), you will retain your
benefit accrued to the date of transfer until your retirement or final
termination of employment with HII and its subsidiaries.  If you are later
transferred to employment with HII or another of its subsidiaries, you will
then resume accruing a benefit under the HII Retirement Plan.

         Upon your eligibility for a retirement benefit under the HII
Retirement Plan, you will be entitled to the full retirement benefit you would
have received under the HII Retirement Plan as if all your periods of service
had been with HII.  If the sum of your benefits actually payable from the
KBLCOM Retirement Plan and the HII Retirement Plan does not equal or exceed the
amount you would have received from the HII Retirement Plan had all of your
service been with HII, HII will pay the difference to you (or your beneficiary)
in the same form and manner as your pension from the HII Retirement Plan.

         (2)     Savings Plan.  During the period you are eligible for and
elect to participate in the KBLCOM Incorporated Savings Plan (the "KBLCOM
Savings Plan"), HII will account for the excess, if
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David M. McClanahan
June 14, 1991
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any, of the employer matching contribution that would have been credited to
your account under the Savings Plan of Houston Industries Incorporated (the
"HII Savings Plan") over any employer matching contribution credited to your
account under the KBLCOM Savings Plan.  You will be vested in and eligible to
receive any amount payable under this paragraph if, as and when any final
distribution upon termination of employment is made to you from the HII Savings
Plan.  The amounts so credited on your behalf shall accrue earnings as if
invested in HII common stock.

         (3)     Executive Benefits Plan.  As an officer of HII, you
participated in the HII Executive Benefits Plan which is designed to provide
salary continuation and supplemental post-retirement benefits.  As KBLCOM has
not adopted the Executive Benefits Plan, you are no longer eligible for the
benefits provided thereunder.  However, during your period of employment as an
officer of KBLCOM, HII hereby agrees to provide the benefits which otherwise
would become payable to you (or your beneficiary) under the terms of the
Executive Benefits Agreement between you and HII, dated June 20, 1986.
Additionally, HII agrees that, in the event you become disabled during your
employment as a KBLCOM officer, you shall receive benefits from the KBLCOM LTD
Plan (and HII to the extent benefits are not payable under the KBLCOM LTD Plan)
as if the term "total disability" under the KBLCOM LTD Plan was defined as an
illness or injury which prevents you from performing the duties of an officer
of KBLCOM.

         (4)     Long-Term Incentive Compensation Plan.  The lapse of
restrictions on your award of restricted shares for the performance cycle
January 1, 1990 through December 31, 1992 will be determined on a prorata basis
considering the length of your employment as an HII officer and KBLCOM officer
during the performance cycle.

         (5)     Benefits Restoration and Savings Restoration Plans.  HII
agrees that it will pay you such amounts as would have been paid under each of
these plans as if your employment as a KBLCOM officer had been as an officer of
HII.  HII will pay you such amounts, if any, at such times as they would have
been paid under the applicable section of the Benefits Restoration Plan and
Savings Restoration Plan.

         (6)     Executive Incentive Compensation Plan and Deferred 
Compensation Plan.  Your service with KBLCOM is considered as
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David M. McClanahan
June 14, 1991
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service with HII under each of the Executive Incentive Compensation Plan and
the Deferred Compensation Plan for vesting and distribution purposes.  Thus,
any amounts credited on your behalf prior to your transfer will vest and be
paid under each plan as if your period of KBLCOM employment had been with HII.

         This letter confirms the benefits HII intends to provide you in
recognition of your service as an officer of KBLCOM.  All amounts payable
hereunder are payable out of the general funds of HII.

                                        Very truly yours,

                                        /s/ Don D. Jordan

                                        Don D. Jordan
                                        Chairman, President & 
                                        Chief Executive Officer