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Sierra Pacific Resources Response Letter

August 24, 2005

BY EDGAR AND FACSIMILE (202-772-9203)

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Jeffrey B. Werbitt, Attorney-Advisor

         RE:

    Sierra Pacific Resources

Schedule TO-I filed August 3, 2005

SEC File No. 005-44979

Form S-4 filed August 3, 2005

SEC File No. 333-127128

Ladies and Gentlemen:

     On behalf of Sierra Pacific Resources (the “Company”), we are submitting this letter in
response to the comments of the staff (the “Staff”) comment letter dated August 16, 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 pay a cash premium upon the conversion of its
$300 million principal amount outstanding 7 1/4% Convertible Notes due 2010 (the “Notes”) to the
Company’s common stock. Filed herewith via EDGAR are Amendment No. 1 (“Amendment No. 1”) to the
Registration Statement and Amendment No. 1 to the Schedule TO.

     The following sets forth the Company’s responses to the comments included in the Comment
Letter. 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
Amendment No. 1.

Schedule TO-I

General

    1.

    Please provide us your analysis regarding why the pro forma information described in Item
1010(b) of Regulation M-A is not required.

Securities and Exchange Commission

August 24, 2005

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     The
Company believes that the pro forma financial information described
in Item 1010(b) of Regulation M-A is not material and,
therefore, not required to be disclosed. The Company believes that
the approximate $57 million expense associated with the Offer
and the reclassification of the Notes from long-term debt to equity
upon issuance of the Common Stock will not materially impact the
Company’s financial condition or the holder’s understanding
of the effect of the transaction on the Company’s financial
condition. Since the Offer is directed towards existing holders of the Notes,
the Company further believes that a presentation of pro forma
financial information will not
be material to the noteholders’ decision to accept the Offer,
particularly since the financing condition no longer exists (as
described in the response to comment 8 below). In addition, as
disclosed on page 20 of Amendment No. 1, the Company’s
basic earnings per share calculation and book value per share are
already calculated on an as-converted basis to give effect to the
issuance of the shares upon conversion of the Notes. Further, Instruction 2 to
Item 10 of
Schedule TO lists a number of factors that are relevant in
determining whether pro forma financial statements would be material.
The Company notes that the financing condition to the Offer has been
eliminated, the Conversion Consideration consists solely of cash,
the Company is a public
reporting company under Section 13(a) of the Securities Exchange Act of
1934 that files reports electronically on EDGAR and the Offer is for
all of the outstanding Notes.

Item 10. Financial Statements

    2.

    Please update your financial statements to incorporate by reference your most recent
quarterly report. See Item 1010(a) of Regulation M-A.

     In response to the Staff’s comment, the Company has revised Item 10 of Schedule TO to
incorporate by reference its most recent quarterly report.

Registration Statement on Form S-4

Cover Page

    3.

    You disclose that your Offer will expire at 5:00 p.m. on August 31, 2005, unless Sierra
terminates it earlier. You also disclose that Sierra has a right to terminate the Offer and
that you may terminate the Offer “for any reason in [your] sole and absolute discretion.”
Since you do not reference the occurrence of any listed Offer condition, this language seems
to imply that you may terminate the Offer at will in your sole discretion and for any reason.
Please note that it is our view that you may terminate the Offer only if one of the listed
Offer conditions so permits. Please confirm your understanding and revise your disclosure
throughout your Offer to purchase to remove the implication that the Offer is illusory.

     In response to the Staff’s comment, the Company confirms its understanding and has revised the
disclosure on pages 13 and 15 of Amendment No. 1 to provide that the Offer may be terminated only
if the listed Offer conditions are not met.

    4.

    We note that Holders will receive 219.1637 shares of your common stock, $180.00 in cash and
accrued and unpaid interest up to the expiration date of the Offer. Please disclose the cash
amount of the accrued and unpaid interest anticipated to be paid if the Offer ends, as
expected, on August 31, 2005.

     In response to the Staff’s comment, the cover page of the prospectus has been revised to
disclose the cash amount of the accrued and unpaid interest anticipated to be paid if the Offer
ends on August 31, 2005 and is settled on September 1, 2005.

Securities and Exchange Commission

August 24, 2005

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    5.

    You disclose that security holders may withdraw the conversions at any time until 5:00 p.m.
on the Expiration Date and if the Offer is terminated prior to the payment of the
consideration. Please revise your disclosure, here and throughout your Conversion Offer
Prospectus to also disclose the additional withdrawal rights under Rule 13e-4(f)(2)(ii). For
example, revise your “Summary” to include similar disclosure.

     In response to the Staff’s comment, the Company has revised the disclosure on pages i, 3, 16,
22 and 26 of Amendment No. 1 to state that Notes surrendered for conversion may be withdrawn if
they have not been accepted by the Company for conversion after the 40th business day
from the commencement of the Offer.

Important, page ii

    6.

    We note that you disclose on page ii that the delivery of this Offer shall not create the
implication that the information is correct as of any time subsequent to the date of the Offer
or that there has been a change in the information set forth in the Offer. Also, on page iv,
under “Special Note Regarding Forward-Looking Statements,” you disclose that Sierra, NPC and
SPPC assume no obligation to update forward-looking statements. This disclosure appears to be
inconsistent with your obligation under Rules 13e-4(c)(3) and 13e-4(e)(3) to amend the
Schedule to reflect a material change in the information previously disclosed. Please revise.

     The Company has revised the disclosure on pages ii and iv, in response to the Staff’s comment.

Special Note Regarding Forward-Looking Statements, page iii

    7.

    You disclose that information in this Conversion Offer Prospectus and in documents it
incorporates by reference include forward-looking statements within the meaning of the meaning
of the Private Securities Litigation Reform Act of 1995. Be advised that statements made in
connection with tender offers are specifically excluded from the safe harbor protections of
the Private Securities Litigation Reform Act of 1995. See Section 21E(b)(1)(E) of the
Exchange Act of 1934 and the Exchange Act and Regulation M-A telephone interpretation M.2 of
the July 2001 Supplement. Accordingly, please remove your references to the Reform Act. In
the alternative, clearly disclose that the safe harbor protections in the Reform Act do not
apply to disclosure in the Offering Memorandum or any other tender offer materials, including
press releases that are issued in association with your tender offer.

Securities and Exchange Commission

August 24, 2005

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     In response to the Staff’s comment, the Company has revised the prospectus on page iii to
remove the reference to the Reform Act.

Sources and Amount of Funds, page 1

    8.

    You disclose that Sierra may delay the Offer if the “New Offer does not result in the receipt
by the Company of net proceeds, on terms and conditions satisfactory to the Company,
sufficient to pay the Conversion Consideration due in respect of all Notes surrendered for
conversion pursuant to the Offer and to cover the other intended uses of the proceeds of the
New Offering.” Please clarify the circumstances under which you may delay payment. Note that
once the Offer is expired payment may only be delayed in anticipation of governmental
regulatory approvals.

     Because the note offering referenced in this disclosure has now been consummated, the Company
has revised the disclosure here and throughout the prospectus to remove this condition.

Questions and Answers About the Offer, page 12

How will I be notified if the Offer is extended, amended or terminated?, page 15

    9.

    The disclosure that Sierra has “no obligation to publish, advertise or otherwise communicate”
a change in the Offer other than by press release is inconsistent with your potential
obligations under Rule 13e-4(e)(3). Depending on the materiality of the new information, you
may be required to disseminate in a manner other than a press release. Please confirm your
understanding and revise your Conversion Offer Prospectus.

     In response to the Staff’s comment, the Company confirms its understanding and has revised the
disclosure on page 15 of Amendment No. 1 to provide that, if the Company makes a material change in
the terms of the Offer or the information concerning the Offer, the Company will disseminate
additional Offer materials and extend such Offer to the extent required by law.

Selected Historical Consolidated Financial Data, page 19

    10.

    Please update your selected historical consolidated financial data as of June 30, 2005.
See Item 1010(c) of Regulation M-A.

     In response to the Staff’s comment, the Company has updated the selected historical
consolidated financial data as of June 30, 2005.

Terms of the Offer, page 22

Securities and Exchange Commission

August 24, 2005

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    11.

    You disclose on page 26 that “the Company also reserves the absolute right, in its sole
discretion, to waive any of the conditions of the Offer or any defect or irregularity in any
surrender with respect to Notes of any particular Holder, whether or not similar defects or
irregularities are waived in the case of other Holders.” In the event you waive a condition,
you must waive it for all holders. Please revise.

     The disclosure on page 26 has been revised in response to the Staff’s comment.

Conditions to the Offer, page 27

Financing Condition, page 27

    12.

    Please note that it is our position that a tender offer subject to a financing condition must
remain open for at least five business days after the financing condition has been waived or
satisfied. Revise the Offer accordingly.

     As noted above in the response to comment 8 above, the financing has now been consummated and
the discussion of the financing condition has been removed, including on page 27.

    13.

    We note that your obligation to accept Notes is dependent upon whether you receive net
proceeds “from the New Offering on terms and conditions satisfactory to the Company,
sufficient to pay the Conversion consideration and to cover the other intended uses of the
proceeds of the New Offering.” It appears that this financing condition is so broadly drafted
as to potentially render this offer illusory, and to make it difficult for a Sierra Note
holder to determine what events or occurrences will allow you to terminate the Offer. Your
conditions must be clearly and specifically described in your offer materials and must be
outside of your control. Please revise to specifically disclose the “terms and conditions”
that must be met for Sierra to move forward with this Offer. Also, disclose and quantify, if
applicable, at what point the terms and conditions will be “satisfactory.” Further, identify
and quantify the “other intended uses of the proceeds.” Security holders should be able to
determine when the company has an obligation to accept the notes or whether the financing
condition has been triggered and Sierra may terminate the Offer. Your financing condition
should be revised to eliminate all subjective elements that may leave the determination
whether the condition has been triggered within the discretion of Sierra.

     As noted above in the response to comments 8 and 12, the financing has been consummated and
the discussion of the financing condition has been removed from the prospectus.

Securities and Exchange Commission

August 24, 2005

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    14.

    Please disclose the amount of funds required to purchase the maximum amount of securities
sought in the Offer. See Item 1007(a) of Regulation M-A.

     Because the disclosure about the financing condition has been removed from the section
relating to conditions of the offer, the Company respectfully submits that disclosure as to the
amount required to purchase the maximum amount is no longer appropriate in this section. The total
amount of funds required if all of the Notes were surrendered for conversion is set forth on page
13 of Amendment No. 1, and the amount of accrued but unpaid interest payable has been added on page
1 and page 13.

General Conditions, page 27

    15.

    See the comment above. A tender offer may be conditioned on a variety of events and
circumstances, provided that they are not within the direct or indirect control of the bidder
and are drafted with sufficient specificity to allow security holders to objectivity verify
whether the conditions have been satisfied. In this regard, please revise the following
conditions:

              (3) through (5)

    You state that these conditions will be determined in your “sole
judgment.” Please revise these conditions to provide any subjective standard by which
the company will determine whether the condition has been satisfied. Also, where
applicable, provide a materially standard.

     We respectfully note that the phrase relating to the Company’s “sole judgment” is contained in
conditions (2) through (4), rather than (3) through (5). The disclosure on page 27 of Amendment
No. 1 has been revised in response to the Staff’s comment.

    16.

    We note that you may waive any of the conditions, in whole or in part, at any time from time
to time, in the sole discretion of Sierra. We remind you that you may only waive Offer
conditions prior to expiration. Please confirm your understanding and revise the last
paragraph of this section accordingly.

     In response to the Staff’s comment, the Company confirms its understanding and has revised the
Registration Statement on page 28.

United States Federal Income Tax Consequences, page 40

    17.

    Please revise the tax opinion filed as Exhibit 5.1 to specifically state that the discussion
in this section of the prospectus is the opinion of counsel. Eliminate the statement that the
discussion in the prospectus “constitutes an accurate description, in general terms, of the
indicated material federal income tax consequences. . . .”

Securities and Exchange Commission

August 24, 2005

Page
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     In response to the Staff’s comment, we have revised and refiled our tax opinion.

    18.

    We note the disclosure “that the matter is not free from doubt,” and that you have described
what the tax consequences “should” be. To the extent possible, revise this section to
unequivocally state the federal tax consequences of the transaction. If counsel cannot
provide an unequivocal opinion with respect to all the tax consequences of the transaction,
revise: (1) to disclose that counsel cannot opine on the material federal tax consequences;
(2) to explain why counsel if not able to opine on a the material federal income tax
consequences; (3) to describe the degree of uncertainty in