SecProbe.io

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                           CHOATE, HALL & STEWART LLP

                                 EXCHANGE PLACE
                                53 STATE STREET
                        BOSTON, MASSACHUSETTS 02109-2804

                        T(617) 248-5000 F(617) 248-4000
                                 www.choate.com

                                                              May 6, 2005

BY EDGAR AND FACSIMILE:  (202-772-9203)

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention:  Mara L. Ransom, Special Counsel

         RE:      SIERRA PACIFIC RESOURCES
                  SCHEDULE TO-I FILED APRIL 15, 2005
                  SEC FILE NO. 5-44979

                  FORM S-4 FILED APRIL 15, 2005
                  SEC FILE NO. 333-124083

Ladies and Gentlemen:

         On behalf of Sierra Pacific Resources (the "Company"), we are
submitting this letter in response to your comment letter dated April 27, 2005
(the "Comment Letter") with respect to the Company's Registration Statement on
Form S-4 (the "Registration Statement") and the Company's Schedule TO-I (the
"Schedule TO"), both of which are referenced above and relate to the Company's
offer to exchange new Premium Income Equity Securities ("PIES") in the form of
Corporate PIES, together with a cash exchange fee, for its outstanding PIES in
the form of Corporate PIES. The Company filed Amendment No. 1 (the "S-4/A") to
the Registration Statement and its Amendment No. 1 to Schedule TO with the SEC
today, on EDGAR.

         The following sets forth the Company's responses to the comments
included in your letter dated April 27, 2005 relating to the Registration
Statement and the Schedule TO. For ease of reference, your comments are set
forth below in bold, followed by the Company's responses. Page references
included in the body of the Company's responses are to the S-4/A.
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May 6, 2005
Page 2

                                  SCHEDULE TO-I

1.       SUPPLEMENTALLY ADVISE US AS TO WHAT CONSIDERATION YOU HAVE GIVEN AS TO
         WHETHER THE EXCHANGE OF OLD PIES FOR NEW PIES WILL HAVE A GOING PRIVATE
         EFFECT, PURSUANT TO RULE 13E-3(A)(3)(II).

         The Company supplementally advises you that the exchange of Old PIES
for New PIES will not have a going private effect under Rule 13e-3b(a)(3)(ii)
for the following reasons:

         (1) the Company does not have any class of equity securities subject to
section 12(g) or section 15(d) of the Securities Exchange Act of 1934; and

         (2) the Company has limited the amount of Old PIES that will be
accepted in the exchange offer to ensure the continued listing of the Old PIES
on the NYSE, and the exchange offer will not otherwise have a reasonable
likelihood of having a direct or indirect impact on the continued listing of the
Company's only other listed equity security, its Common Stock, par value $1.00
per share, which is listed on the NYSE.

Exhibit (a)(5)

2.       WE NOTE YOUR INDICATION THAT THIS EXHIBIT WAS FILED PURSUANT TO RULE
         425, HOWEVER, WE FIND NO RECORD OF THIS SUBMISSION HAVING BEEN MADE ON
         EDGAR. PLEASE ADVISE.

         The Company's press release dated April 15, 2005, announcing the
exchange offer, which was filed as exhibit 99(a)(5) to the Company's Schedule TO
filed on April 15, 2005, was not filed pursuant to Rule 425 because it was
prepared in accordance with Rule 134, not Rule 135, of the Securities Act of
1933. The Company will amend the description of the exhibit accordingly.

                                    FORM S-4

Fee Table

3.       PLEASE SUPPLEMENTALLY EXPLAIN HOW YOU ARRIVED AT THE MAXIMUM NUMBER OF
         SHARES THAT COULD BE ISSUED UPON SETTLEMENT OF THE PURCHASE CONTRACTS.
         FURTHER, FOOTNOTE (4) SHOULD BE REVISED TO EXPLAIN HOW YOU ARRIVED AT
         THE CORRESPONDING FILING FEE OF $21,588 FOR THE REGISTRATION OF THE
         COMMON STOCK.

         The number of shares of the Company's Common Stock that are issuable
upon settlement of the purchase contract component of the New PIES ranges from
3.0084 shares to 3.6101 shares per New PIES, depending on the average closing
price of the Company's Common Stock on each of the twenty consecutive trading
days ending three trading days prior to November 15, 2005. The maximum number of
shares to be issued upon settlement of the New PIES was determined by
multiplying the maximum amount of shares that could be issued for each New
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May 6, 2005
Page 3

PIES (3.6101) by the maximum number of Old PIES sought in the exchange offer
(4,704,350). Thus, 3.6101 x 4,704,350 = 16,983,174.

         The filing fee for the Common Stock being registered on the Form S-4
was calculated based upon the average of the high and low prices reported on the
NYSE as of April 14, 2005, in accordance with Rule 457(c) under the Securities
Act of 1933. Upon further examination, the Company has determined that the
filing fee for the Common Stock should be calculated based on the actual
consideration ($50 per PIES) to be received by the Company for its Common Stock
issuable upon settlement of the purchase contract component of the New PIES, in
accordance with Rule 457(i) under the Securities Act of 1933. Accordingly, the
filing fee to be paid with respect to the Common Stock has been increased to
$27,686. The incremental increase in the filing fee of $6,098 has been paid to
the SEC as a supplemental filing fee in connection with the filing of the
Company's S-4/A.

         Footnote 4 has been revised to explain how the Company arrived at the
corresponding filing fee for the registration of its Common Stock.

4.       WE PRESUME THAT THIS PROSPECTUS MAY BE USED BY THE REMARKETING AGENT TO
         REMARKET THE SENIOR NOTES. IF SO, PLEASE INCLUDE APPROPRIATE
         DISCLOSURES IN THE PROSPECTUS ABOUT THIS PLAN OF DISTRIBUTION AND
         INCLUDE A REFERENCE IN THE FEE TABLE TO THE FACT THAT THIS REGISTRATION
         STATEMENT IS ALSO COVERING ANY FUTURE REMARKETING OF THE SENIOR NOTES.

         The Company previously filed a shelf registration statement on Form
S-3, File No. 333-123835, on April 4, 2005, relating to debt securities. It is
the Company's present intention to use that registration statement for, among
other things, the remarketing of the Senior Notes associated with the New PIES.
In any event, the Company will not use the prospectus in the Registration
Statement for the remarketing of the Senior Notes.

5.       PLEASE SEPARATELY IDENTIFY THE RIGHTS ATTACHED TO THE COMMON STOCK YOU
         ARE ISSUING IN THE FEE TABLE SO IT IS CLEAR THAT THEY ARE BEING
         REGISTERED AT THIS TIME. SEE PARAGRAPH G.109 OF OUR MANUAL OF PUBLICLY
         AVAILABLE TELEPHONE INTERPRETATIONS.

         In accordance with your comment, the Company has separately identified
the rights attached to its Common Stock in the revised fee table filed as part
of the S-4/A.

Cover Page

6.       WE NOTE THAT YOU HAVE ELECTED TO COMMENCE THIS EXCHANGE OFFER EARLY,
         PURSUANT TO RULE 162. ALTHOUGH A PRELIMINARY PROSPECTUS USED TO
         COMMENCE AN EXCHANGE OFFER EARLY MUST INCLUDE THE LEGEND REQUIRED BY
         RULE 501(B)(10) OF REGULATION S-K, THE LANGUAGE IN THE LEGEND MUST BE
         APPROPRIATELY TAILORED AND THUS MAY NOT STATE THAT THE PROSPECTUS IS
         NOT COMPLETE. FOR AN EXAMPLE OF LANGUAGE THAT MAY BE USED IN THE "RED
         HERRING" LEGEND IN AN EARLY COMMENCEMENT EXCHANGE OFFER, PLEASE SEE Q&A
         2
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May 6, 2005
Page 4

         IN PAR I.E IN THE THIRD SUPPLEMENT (JULY 2001) THE DIVISION OF
         CORPORATION FINANCE'S MANUAL OF PUBLICLY AVAILABLE TELEPHONE
         INTERPRETATIONS, AVAILABLE ON THE SEC'S WEB SITE AT WWW.SEC.GOV.

         In accordance with your comment, the Company has changed the "red
herring" legend on the front cover of the exchange offer prospectus as filed in
the S-4/A. Also, as mentioned to you in our telephone conference with you, the
"red herring" legend on the Registration Statement was corrected prior to the
initial distribution of the exchange offer prospectus.

7.       PLEASE DISCLOSE ON THE COVER PAGE, SUMMARY OR EQUALLY PROMINENT SECTION
         OF THE FILING THE AGGREGATE AMOUNT OF INDEBTEDNESS THAT WILL RANK
         SENIOR TO OR EQUALLY WITH THE SENIOR NOTES AS OF THE DATE OF YOUR
         LATEST BALANCE SHEET. ALSO, DISCLOSE THE AMOUNT OF ADDITIONAL SENIOR
         DEBT YOU MAY INCUR AS OF SUCH DATE.

         In accordance with your comment, the Company has revised the
Registration Statement on pages 2, 3 and 33 to disclose that the total amount of
indebtedness that the Company has outstanding that ranks equally with the senior
notes associated with the New PIES and the total amount of indebtedness that it
may incur as of December 31, 2004.

Questions and Answers About the Exchange Offer, page iii

8.       SEE "WHO CAN PARTICIPATE IN THE EXCHANGE OFFER?" WE NOTE YOUR
         INDICATION THAT YOU ARE NOT SEEKING TO EXCHANGE ANY OLD PIES THAT ARE
         TREASURY PIES, HOWEVER, CORPORATE PIES, WHICH YOU ARE ACCEPTING, MAY BE
         RECREATED FROM TREASURY PIES. PLEASE EXPLAIN WHY YOU BELIEVE IT IS
         APPROPRIATE TO EXCLUDE CERTAIN OLD PIES HOLDERS UNDER RULE 13E-4(F)(8).

         The exchange offer is open to all Old PIES holders so long as they
tender their PIES in the form of Corporate PIES. The Company does not seek to
exchange any Treasury PIES because the Treasury PIES cannot be converted to New
PIES. Each Treasury PIES is comprised of a purchase contract for the Company's
Common Stock and a 1/20th beneficial ownership interest in a zero-coupon U.S.
Treasury Security. The senior note previously associated with that PIES unit is
held separately upon conversion of a Corporate PIES to a Treasury PIES. If a
Treasury PIES holder were to tender Treasury PIES, the Company would not be able
to make the exchange because the Company cannot separately substitute a new
senior note for the treasury security. In addition, the Company would not be
able to modify the terms of the senior note that was previously associated with
the tendered Treasury PIES because the Company would need to obtain the consent
of the holders of all senior notes associated with the Old PIES to change the
maturity date, the redemption provisions and the interest payment provisions.

         Currently, there are no Treasury PIES holders outstanding. If a holder
of Corporate PIES were to create Treasury PIES prior to the expiration of the
exchange offer, such holder would have the ability to recreate Corporate PIES
from his Treasury PIES in accordance with the terms of the PIES and participate
in the exchange offer.
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May 6, 2005
Page 5

9.       SEE "WHY ARE WE MAKING THE EXCHANGE OFFER?" PLEASE REVISE TO ELABORATE
         ABOUT THE "FAVORABLE MARKET CONDITIONS" THAT ARE CAUSING YOU TO CONDUCT
         THE EXCHANGE OFFER. IN LIGHT OF THE FACT THAT THE OLD PIES MAY BE
         REMARKETED IN AUGUST, WHY DO YOU BELIEVE IT IS NECESSARY TO OFFER TO
         EXCHANGE NEW PIES THAT MAY BE REMARKETED SOONER? SEE ITEM 1006(A) OF
         REGULATION M-A.

         In accordance with your comment, the Company has revised the
Registration Statement on pages iii and 2 to explain that the Company's primary
reason for making the exchange offer is to allow the Company more flexibility to
change the terms of the senior notes associated with the PIES at the time of the
remarketing the senior notes.

10.      SEE "WILL SIERRA PACIFIC EXCHANGE ALL OF THE OLD PIES TENDERED?" WE
         NOTE YOUR INDICATION THAT YOU INTEND THE OLD PIES TO CONTINUE TO BE
         LISTED ON THE NYSE AND, ACCORDINGLY, THAT YOU WILL REDUCE THE NUMBER OF
         OLD PIES YOU WILL ACCEPT FOR EXCHANGE IF ACCEPTING ALL WOULD TRIGGER A
         DE-LISTING. HERE AND IN YOUR DISCUSSION THAT APPEARS UNDER "CONDITIONS
         TO THE EXCHANGE OFFER," PLEASE REVISE TO EXPLAIN HOW YOU WILL DETERMINE
         THE LOWER AMOUNT THAT WILL BE ACCEPTED.

         In accordance with your comment, the Company has revised the
Registration Statement on page v. The current maximum number of Old PIES that
will be exchanged (4,704,350, or 97.9% of the outstanding Old PIES) is based on
the NYSE's current standards for continued listing that require at least $5
million of securities (or 100,000 PIES) to remain outstanding to avoid
delisting. If the NYSE increased the minimum dollar threshold for continued
listing, the Company would accordingly lower the maximum number of Old PIES that
may be exchanged so that the required dollar amount of Old PIES would remain
outstanding.

Special Note Regarding Forward-Looking Statements, page vi

11.      WE NOTE YOUR REFERENCE TO THE PRIVATE SECURITIES LITIGATION REFORM ACT
         OF 1995. WE REMIND YOU THAT THE SAFE HARBOR PROTECTIONS FOR
         FORWARD-LOOKING STATEMENTS CONTAINED IN THE FEDERAL SECURITIES LAWS DO
         NOT APPLY TO STATEMENTS MADE IN CONNECTION WITH A TENDER OFFER. SEE
         SECTION 27A(B)(2)(C) OF THE SECURITIES ACT OF 1933 AND REGULATION M-A
         TELEPHONE INTERPRETATION M.2 AVAILABLE AT WWW.SEC.GOV IN THE JULY 2001
         SUPPLEMENT TO THE DIVISION OF CORPORATION FINANCE'S MANUAL OF PUBLICLY
         AVAILABLE TELEPHONE INTERPRETATIONS. PLEASE REMOVE YOUR REFERENCE TO
         SUCH SAFE HARBOR PROVISIONS AND AVOID MAKING REFERENCE TO THE SAFE
         HARBOR IN FUTURE COMMUNICATIONS TO SECURITY HOLDERS.
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May 6, 2005
Page 6

         In accordance with your comment, the Company has revised the
Registration Statement on page vii to remove the reference to the Private
Securities Litigation Reform Act of 1995.

Summary, page 1

12.      REVISE THE INTRODUCTORY PARAGRAPH TO MAKE CLEAR THAT THE SUMMARY
         HIGHLIGHTS MATERIAL INFORMATION WITH RESPECT TO SIERRA PACIFIC, THE
         EXCHANGE OFFER AND THE NEW PIES, RATHER THAN "LIMITED INTRODUCTORY
         INFORMATION."

         In accordance with your comment, the Company has revised the
Registration Statement on page 1 to make clear that the summary highlights
material information with respect to the Company, the exchange offer and the new
PIES, rather than "limited introductory information."

Material Differences Between the Old PIES and New PIES, page 7

13.      YOU INDICATE HERE AND THROUGHOUT THE PROSPECTUS THAT "CERTAIN TERMS" OF
         THE SENIOR NOTES MAY BE MODIFIED IN CONNECTION WITH THE REMARKETING OF
         THE SENIOR NOTES, INCLUDING THE MATURITY DATE, THE REDEMPTION
         PROVISIONS, THE INTEREST PAYMENT DATES AND THE ADDITION OF COVENANTS
         APPLICABLE TO THE SENIOR NOTES. PLEASE REVISE TO CLARIFY WHETHER THE
         TERMS YOU HAVE MENTIONED ARE ALL OF THE TERMS THAT MAY BE MODIFIED OR
         ONLY "CERTAIN" OF THEM. FURTHER, IF POSSIBLE, GIVE READERS SOME SENSE
         AS TO HOW THEY MAY BE MODIFIED.

         In accordance with your comment, the Company has revised the
Registration Statement on the cover page and pages iii, 2, 7 and 73. The Company
has listed the material terms of the notes that are expected to change and noted
that other technical changes may be made to the terms of the notes. We have
advised the readers, on pages iii and 2 of the Registration Statement, that the
terms of the senior notes upon remarketing are likely to resemble the terms of
our 8 5/8% Senior Notes due 2014, which were issued on March 19, 2004.

Risk Factors, page 22

14.      WE NOTE YOUR RISK THAT "THE SENIOR NOTES WILL BE EFFECTIVELY
         SUBORDINATED TO ANY SECURED DEBT THAT WE MAY ISSUE AND TO THE
         LIABILITIES OF OUR SUBSIDIARIES." STATE, IF TRUE, THAT THE ABILITY OF
         YOU AND YOUR SUBSIDIARIES TO INCUR ADDITIONAL INDEBTEDNESS IS UNLIMITED
         UNDER THE INDENTURE.

         In accordance with your comment, the Company has revised the
Registration Statement on page 31 to delete the reference to secured debt and to
state the