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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): FEBRUARY 4, 1997

                                        

                        HOUSTON LIGHTING & POWER COMPANY
             (Exact name of registrant as specified in its charter)


          TEXAS                        1-3187                74-0694415
(State or other jurisdiction   (Commission File Number)    (IRS Employer
     of incorporation)                                   Identification No.)


            1111 LOUISIANA
            HOUSTON, TEXAS                                 77002
(Address of principal executive offices)                (Zip Code)


       Registrant's telephone number, including area code:  713/207-1111
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ITEM 5. OTHER EVENTS.

          On January 30, 1997, Houston Lighting & Power Company (the "Company")
and HL&P Capital Trust I ("Capital Trust I") entered into an Underwriting
Agreement covering the issue and sale by Capital Trust I of 10,000,000 8.125%
Trust Preferred Securities (the "Preferred Securities"), Series A (liquidation
amount $25 per Preferred Security).  The Preferred Securities were registered
under the Securities Act of 1933, as amended, pursuant to the shelf registration
statement (Registration Statement Nos. 333-20069, 333-20069-01, 333-20069-02,
333-20069-03, and 333-20069-04) of the Company, Capital Trust I, HL&P Capital
Trust II ("Capital Trust II"), HL&P Capital Trust III and HL&P Capital Trust IV
(the "Registration Statement").

          On January 30, 1997, the Company and Capital Trust II entered into an
Underwriting Agreement covering the issue and sale by Capital Trust II of
100,000 8.257% Capital Securities (the "Capital Securities"), Series B
(liquidation amount $1,000 per Capital Security). The Capital Securities were
registered under the Securities Act of 1933, as amended, pursuant to the
Registration Statement.

ITEM 7. FINANCIAL STATEMENTS, AND EXHIBITS.

          (c) Exhibits.

          The following exhibits are filed herewith:

          1.1  Underwriting Agreement, dated as of January 30, 1997, among the
               Company, Capital Trust I and Goldman, Sachs & Co., Merrill Lynch,
               Pierce, Fenner & Smith Incorporated, Dean Witter Reynolds Inc.,
               Donaldson, Lufkin & Jenrette Securities Corporation, A.G. Edwards
               & Sons, Inc., PaineWebber Incorporated, Prudential Securities
               Incorporated and Smith Barney Inc., as Representatives of the
               Underwriters set forth therein.

          1.2  Underwriting Agreement, dated as of January 30, 1997, among the
               Company, Capital Trust II and Goldman, Sachs & Co. and Merrill
               Lynch, Pierce, Fenner & Smith Incorporated.

          4.1  Junior Subordinated Debenture Indenture, dated as of February 1,
               1997, between the Company and The Bank of New York, as Trustee.

          4.2-A  Supplemental Indenture No. 1, dated as of February 1, 1997,
                 providing for the issuance of the Company's 8.125% Junior
                 Subordinated Deferrable Interest Debentures, Series A, due
                 March 31, 2046.

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          4.2-B  Supplemental Indenture No. 2, dated as of February 1, 1997,
                 providing for the issuance of the Company's 8.257% Junior
                 Subordinated Deferrable Interest Debentures, Series B, due
                 February 1, 2037.

          4.3-A  Amended and Restated Trust Agreement, dated as of February 4,
                 1997, of Capital Trust I.

          4.3-B   Amended and Restated Trust Agreement, dated as of February 4,
                  1997, of Capital Trust II.

          4.4-A   Form of Preferred Security of Capital Trust I (included in
                  Exhibit 4.3-A above).

          4.4-B   Form of Capital Security of Capital Trust II (included in
                  Exhibit 4.3-B above).

          4.5-A   Form of 8.125% Junior Subordinated Deferrable Interest
                  Debenture, Series A (included in Exhibit 4.2-A above).

          4.5-B   Form of 8.257% Junior Subordinated Deferrable Interest
                  Debenture, Series B (included in Exhibit 4.2-B above).

          4.6-A   Guarantee Agreement, dated as of February 4, 1997, relating to
                  Capital Trust I.

          4.6-B   Guarantee Agreement, dated as of February 4, 1997, relating to
                  Capital Trust II.

          4.7-A   Agreement as to Expenses and Liabilities relating to Capital
                  Trust I (included in Exhibit 4.3-A above).

          4.7-B   Agreement as to Expenses and Liabilities relating to Capital
                  Trust II (included in Exhibit 4.3-B above).

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                                   SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                    HOUSTON LIGHTING & POWER COMPANY



Date: February 12, 1997             By: /s/ MARY P. RICCIARDELLO
                                       ------------------------------
                                       Mary P. Ricciardello        
                                       Vice President and Comptroller

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