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              [Letterhead of Baker & Botts, L.L.P. appears here] 
                                                                       Exhibit 8


                                                  January 21, 1997


Houston Lighting & Power Company
Houston Industries Plaza
1111 Louisiana
Houston, Texas 77002-5231

Ladies and Gentlemen:

          We have acted as counsel to Houston Lighting & Power Company, a Texas
corporation ("HL&P"), and HL&P Capital Trust I, HL&P Capital Trust II, HL&P
Capital Trust III and HL&P Capital Trust IV, each of which is a Delaware
statutory business trust (each a "Trust" and collectively, the "Trusts"),
relating to the registration of (i) $350,000,000 aggregate principal amount of
Junior Subordinated Deferrable Interest Debentures of HL&P (the "Debt
Securities") and (ii) $350,000,000 aggregate liquidation amount of preferred
securities (the "Preferred Securities") or capital securities (the "Capital
Securities") of the Trusts.  In that connection, reference is made to the
registration statement under the Securities Act of 1933, as amended, of HL&P and
the Trusts on Form S-3 in the form thereof to be filed on or about the date
hereof with the Securities and Exchange Commission (the "Registration
Statement"), including a prospectus (the "Prospectus"), a prospectus supplement
describing the Preferred Securities (the "Prospectus Supplement-Preferred"), and
a prospectus supplement describing the Capital Securities (the "Prospectus
Supplement-Capital").  Capitalized terms not otherwise defined herein shall have
the meaning specified in the Prospectus, the Prospectus Supplement-Preferred,
and the Prospectus Supplement-Capital.

          We have examined the Prospectus, the Prospectus Supplement-Preferred,
and the Prospectus Supplement-Capital, and such other documents and corporate
records as we have deemed necessary or appropriate for purposes of this opinion.
In addition, we have assumed that the Debt Securities, the Preferred Securities
and the Capital Securities will be issued in accordance with the operative
documents described in the Prospectus, the Prospectus Supplement-Preferred, and
the Prospectus Supplement-Capital.
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Houston Lighting & Power Company        -2-                  January 21, 1997

          Based on certain assumptions set forth therein,

          (i) statements of legal conclusion set forth under the heading
     "Certain Federal Income Tax Consequences" in the Prospectus Supplement-
     Preferred reflect our opinions on the material tax consequences of the
     purchase, ownership and disposition of the Preferred Securities; and

          (ii) statements of legal conclusion set forth under the heading
     "Certain Federal Income Tax Consequences" in the Prospectus Supplement-
     Capital reflect our opinions on the material tax consequences of the
     purchase, ownership and disposition of the Capital Securities

based on the Internal Revenue Code of 1986 and applicable regulations
thereunder, both as in effect on the date hereof, and on reported judicial
decisions.

          Our opinion is limited to tax matters specifically covered hereby.

          We hereby consent to the filing of this opinion as Exhibit 8 to the
Registration Statement and to the references to this Firm in the sections
captioned "Certain Federal Income Tax Consequences" and "Validity of Securities"
in the Prospectus Supplement-Preferred and in the Prospectus Supplement-Capital,
and "Validity of Securities" in the Prospectus.  In giving this consent, we do
not thereby admit that we come within the category of a person whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.

                                    Very truly yours,
  

                                    BAKER & BOTTS, L.L.P.