SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549


                                   FORM 8-K/A


                                CURRENT REPORT

                      PURSUANT TO SECTION 13 OR 15(d) OF

                      THE SECURITIES EXCHANGE ACT OF 1934

     Date of Report (Date of earliest event reported):  September 13, 1996



                              DESTEC ENERGY, INC.
            (Exact name of registrant as specified in its charter)

       DELAWARE                     1-10592                 38-2875546
(State of Incorporation)     (Commission File No.)      (I.R.S. Employer
                                                         Identification No.)

                        2500 CITYWEST BLVD., SUITE 150
                             HOUSTON, TEXAS 77042
         (Address of principal executive offices, including zip code)



              Registrant's telephone number, including area code:
                                (713) 735-4000



                                NOT APPLICABLE
         (Former Name or Former Address, if changed since last report)

 
ITEM 2.    ACQUISITION OR DISPOSITION OF ASSETS.

     As a result of the adoption of Securities and Exchange Commission Release 
Nos. 33-7355 and 34-37802 effective November 18, 1996 (the "Release"), the
acquisition of the Hazelwood Power Station and the adjacent Hazelwood mine (the
"Acquisition") no longer qualifies as an acquisition of a significant subsidiary
under the provisions of Regulation (s) 210.11-01(b) and Regulation (s) 210.1-
02(w) of Regulation S-X (the "Regulations"). Accordingly, the information
originally appearing in the Form 8-K under Item 2 is hereby deleted in its
entirety and reproduced under Item 5.

ITEM 5.    OTHER EVENTS.     

     On September 13, 1996, a consortium which includes an indirect wholly owned
subsidiary of Destec Energy, Inc. ("Destec") completed the acquisition of the
Hazelwood Power Station, a large coal-fired power generation facility, and the
adjacent Hazelwood Mine from the State of Victoria, Australia for approximately
$1.9 billion in cash. The purchase price was established pursuant to a bidding
process. In addition to the Destec subsidiary, which holds a 20% interest, the
consortium includes affiliates of the following entities: Pacificorp, a major
western electricity and coal producer based in Portland, Oregon, with a 19.9%
interest; National Power PLC, Great Britain's largest electricity generator,
with a 51.94% interest; and the Commonwealth Bank of Australia, with an 8.16%
interest.

     The consortium financed the acquisition with indebtedness of approximately 
$1.05 billion which was arranged and underwritten by Morwell Financial Services 
Pty Ltd, UBS Australia Limited, Citibank Limited, Societe Generale Australia 
Limited and the Commonwealth Bank of Australia, and with an equity contribution 
from each of the members of the consortium. Destec's share of the equity 
contribution was made from available cash.

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS.

      (a)  FINANCIAL STATEMENTS FOR BUSINESS ACQUIRED.

           As a result of the adoption of the Release, the Acquisition is no
           longer reportable under Item 2 as an acquisition of a significant
           subsidiary. Consequently, the financial statements for the acquired
           business are not required and are not supplied herewith. The
           information originally appearing in the Form 8-K under Item 7(a) is
           hereby deleted in its entirety.

           
      (b)  PRO FORMA FINANCIAL INFORMATION.

           As a result of the adoption of the Release, the Acquisition is no
           longer reportable under Item 2 as an acquisition of a significant
           subsidiary. Consequently, the pro forma financial information is not
           required and are not supplied herewith. The information originally
           appearing in the Form 8-K under Item 7(b) is hereby deleted in its
           entirety.

      (c)  EXHIBITS.

           The following materials are filed as Exhibits to this Current Report 
           on Form 8-K:

           2.1*  Share Sale Agreement dated August 4, 1996, among State
                 Electricity Commission of Victoria, the State of Victoria, the
                 Buyers (as defined) and the Guarantors (as defined).

           2.2*  Asset Sale Agreement dated August 4, 1996, between Hazelwood
                 Power Corporation Ltd. and Hazelwood Power Partnership.


______________
*         Filed with the Form 8-K.  Confidential treatment has been requested
with respect to portions of these exhibits.

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                                  SIGNATURES

        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.




                                DESTEC ENERGY, INC.

                                By: /s/ Marian M. Davenport 
                                   _______________________________
                                     Marian M. Davenport
                                     Vice President, General Counsel
                                     and Secretary



Date:  November 26, 1996







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