SecProbe.io

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                                                              September 1, 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 25, 2005
                  SEC FILE NO. 005-44979

                  REGISTRATION STATEMENT ON FORM S-4
                  FILED AUGUST 24, 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 30, 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% Notes due
2010 (the "Notes") to the Company's common stock. Filed herewith via EDGAR are
Amendment No. 2 ("Amendment No. 2") to the Registration Statement and Amendment
No. 2 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. 2.

SCHEDULE TO-I

1.   WE NOTE YOUR RESPONSE TO PRIOR COMMENT 1. ALTHOUGH WE RECOGNIZE THAT THE
     COMPANY'S BASIC EARNINGS PER SHARE CALCULATION AND BOOK VALUE PER SHARE ARE
     ALREADY CALCULATED ON AN AS-CONVERTED BASIS, IT APPEARS THAT THIS
     TRANSACTION WILL HAVE AN
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Securities and Exchange Commission
September 1, 2005
Page 2

     IMPACT ON YOUR INCOME STATEMENT AND YOUR BALANCE SHEET. IN ADDITION,
     CONTRARY TO YOUR RESPONSE, IT DOES NOT APPEAR THAT THE CONSIDERATION
     OFFERED HERE CONSISTS SOLELY OF CASH; THEREFORE, YOU DO NOT MEET THE
     REQUIREMENTS OF THE SAFE HARBOR IN INSTRUCTION 2 TO ITEM 10 OF SCHEDULE TO.
     PLEASE REVISE TO PROVIDE PRO FORMA FINANCIAL INFORMATION OR PROVIDE A
     DETAILED RESPONSE AS TO WHY THE IMPACT ON YOUR INCOME STATEMENT AND THE
     BALANCE SHEET ARE NOT MATERIAL.

         The Company respectfully refers you to Instruction 2 to Item 10 of
Schedule TO which lists a number of factors that are relevant in determining
whether pro forma financial statements would be material. The holders of the
Notes currently have the right to convert their Notes into Common Stock. If the
holders agree to convert their Notes in the Offer, the only consideration that
they would be entitled to receive is the Conversion Consideration, which is paid
solely in cash. Other than the cash Conversion Consideration, the holders will
not receive anything else that they are not already entitled to receive as
holders of the Notes. Because the consideration that the holders of the Notes
are entitled to receive in the Offer consists solely of cash, the Company
believes that it is entitled to rely on Instruction 2 to Item 10 of Schedule TO
to support the Company's belief that pro forma financial statements are not
material pursuant to Item 1010(b) of Regulation M-A.

         The Company has looked, in part, to SEC Staff Accounting Bulletin 99
for guidance and support for its position in concluding that the impact on our
income statement and balance sheet are not material. The Company believes that
providing pro forma financial statements would not provide material information
to the holders of the Notes, would not be beneficial to their understanding of
the transaction, and would not influence their decision with regard to the
tender offer. The Company has added a statement in Amendment No. 2 on page 19,
indicating that pro forma financial information has not been provided because
the Company has determined that such information would not be material to a
holder's understanding of the conversion, the Offer, or the effect of the Offer
and conversion on the Company's financial statements. A more detailed discussion
of the Company's materiality analysis follows.

         Since the $57 million that the holders of the Notes will receive as the
Conversion Consideration is a one-time charge and there is no continuing impact
on the financial statements, it is not appropriate to include a pro forma income
statement adjustment for this transaction (see Regulation S-X, Rule 11-02 (6)).
The Conversion Consideration that the holders will receive in connection with
the Offer represents the five remaining semi-annual interest payments
(approximately $53.5 million) that the holders would receive through February
14, 2008, the earliest date on which the Company could redeem the Notes, and a
small additional cash incentive of $3.5 million. Thus, the amount of additional
cash received by the holders and paid out by the Company ($3.5 million) in
connection with the Offer is immaterial.
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Securities and Exchange Commission
September 1, 2005
Page 3

         Following the requirements for pro formas set forth in Regulation S-X,
the Company would reduce its existing interest expense by approximately $21.8
million for the year ended 2004 to reflect the interest expense related to the
Notes and an additional reduction of $1.1 million to reflect the reversal of
amortization of unamortized debt discount expense associated with the Notes.
Consequently, the net after-tax (estimated at 35%) increase to 2004 pro forma
net income is approximately $14.9 million, or an increase to earnings per share
of $.08 per share.

         For the six-months ended June 30, 2005, the Company would reduce its
existing interest expense by approximately $10.8 million to reflect the interest
expense related to the Notes and an additional reduction of $.6 million to
reflect the reversal of amortization of unamortized debt discount expense
associated with the convertible debt. This results in an after-tax effect
increase to pro forma net income for the six months ended June 30, 2005 of
approximately $7.4 million, or an increase to earnings per share of $.04.

         A pro forma presentation of the Company's balance sheet as of June 30,
2005 will not result in a material change to the Company's capitalization. The
transaction will decrease the Company's long-term debt by $240 million and
increase Common Stock by approximately $66 million ($1.00 par value multiplied
by the number of shares of Common Stock issued upon conversion of the Notes),
and increase Other Paid-in Capital by $174 million (representing $240 million
minus the amount credited to Common Stock). Thus, Common Shareholder's Equity
will increase and Long-Term Debt will decrease, but the Company's total
capitalization will remain unchanged.

         Additionally, the pro forma presentation will reflect the impact on
equity of the tax-effected conversion payment of $37 million ($57 million less
taxes of $20 million), and the unamortized debt discount of $5.4 million
associated with the original Notes offering, resulting in a decrease in Common
Shareholder's Equity of $42.4 million. Pro forma presentation would also reflect
an increase in Long-Term Debt of $89.4 million as a result of the issuance of
additional debt on August 10, 2005 to finance the Conversion Consideration and
for other general corporate purposes, and $5.4 million of unamortized debt
discount associated with the original Notes offering. Consequently, pro forma
presentation would reflect an increase of $47 million in Total Capitalization.
The Company does not believe this is material, particularly in light of the
Company's total Capitalization of approximately $6 billion.

         With respect to the Company's earnings per share (EPS) calculation, the
Notes meet the criteria of a participating security in the calculation of basic
EPS. The Company adopted EITF 03-6 which requires the "two-class"method to
record the effect of participating securities in the computation of basic EPS,
and the "if-converted" method in the computation of diluted EPS, if the effect
is dilutive. Since the Company already includes the impact of the conversion of
the Notes in its basic and diluted EPS, the Company believes that pro forma EPS
calculation would not be material to the holders of the Notes
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Securities and Exchange Commission
September 1, 2005
Page 4

         In addition, the Company respectfully directs the Staff to the
Company's response to Question 2 below with respect to the nature of the holders
to whom this information would be directed and to the economics of the
transaction. Because the holders are sophisticated and because of the economics
of the transaction as set forth below, the Company believes that it is unlikely
that the holders would consider pro forma financial statements material to their
understanding of the transaction or particularly useful in their decision to
tender Notes pursuant to the Offer.

         Furthermore, the Company believes that the pro forma financials may be
misleading because of the requirements for pro forma financial statements as set
forth in Article 11 Rule 11-02 of Regulation S-X. The pro forma income
statements would only reflect the reversal of interest expense, and not the
impact of the conversion payment. This could lead the holders of the Notes to
incorrectly conclude that if this transaction had been consummated in either
2004 or 2005, the Company would have increased earnings in 2004 and for the six
months ended 2005 - which would be a mischaracterization of the effects of the
conversion and Offer.

2.   ADVISE US HOW YOU INTEND TO DISSEMINATE THE REVISED OFFER TO PROVIDE
     SECURITY HOLDERS NOTICE OF THE MATERIAL CHANGES, INCLUDING THE ELIMINATION
     OF THE FINANCING CONDITION, CHANGES TO THE TAX OPINION DISCLOSURE AND TO
     PROVIDE PRO FORMA FINANCIAL INFORMATION.

         On August 24, 2005, the Company disseminated a revised Conversion Offer
Prospectus to the holders of the Notes (see Amendment No. 1 to the Registration
Statement). The revised Conversion Offer Prospectus reflected the elimination of
the financing condition as well as changes to the tax opinion disclosure and to
the conditions to the Offer in response to Staff's comment letter dated August
16, 2005.

         The Company further informs the Staff that as of 5:00 p.m. New York
City time, August 31, 2005, 100% of the Notes have been tendered for conversion
pursuant to the Offer. The dealer-managers for the Offer have indicated that
they received verbal confirmation that the holders are comprised primarily of
institutional holders (mutual funds, hedge funds and asset managers) with 20
accounts holding 98% of the outstanding Notes.

         Upon conversion, the holders will receive 219.1637 shares of the
Company's common stock for every $1,000 principal amount of Notes converted.
Based upon the $14.58 per share closing price of the Company's common stock on
August 31, 2005, the value of the common stock the holders would receive for
every $1,000 principal amount of Notes converted is approximately $3,195.41 -
more than three times the face amount of the Notes tendered for conversion.
Additionally, the holders would receive $180 per $1,000 principal amount of
Notes converted for Conversion Consideration plus an additional cash amount
equivalent to the amount of interest on the Notes that has accrued since August
14, 2005 up to, but not including, the date of settlement of the Offer.
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Securities and Exchange Commission
September 1, 2005
Page 5

         The Company does not believe that the changes described herein are
material to the holders of the Notes or to the holders' decision to tender the
Notes for conversion; therefore, the Company has filed Amendment No. 2 but does
not intend to "mail" the revised Conversion Offer Prospectus to holders.

FORM S-4

GENERAL CONDITIONS, PAGE 27

3.   WE REFER YOU TO PRIOR COMMENT 15. 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 OBJECTIVELY VERIFY WHETHER THE
     CONDITIONS HAVE BEEN SATISFIED. IN THIS REGARD, YOUR CONDITIONS CONTINUE TO
     LACK A SUBJECTIVE STANDARD BY WHICH THE COMPANY WILL DETERMINE WHETHER THE
     CONDITION HAS BEEN SATISFIED. ALSO, AS PREVIOUSLY REQUESTED, WHERE
     APPLICABLE, PROVIDE A MATERIALITY STANDARD. PLEASE REVISE YOUR REGISTRATION
     STATEMENT ACCORDINGLY.

         In response to the Staff's comment, the Company has revised the
disclosure on page 27 to add a reasonableness standard by which the Company will
determine whether the condition has occurred.

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES, PAGE 40

4.   WE REFER TO PRIOR COMMENT 18. SINCE YOU ADVISE THAT YOUR COUNSEL CANNOT
     PROVIDE AN UNEQUIVOCAL OPINION WITH RESPECT TO ALL THE TAX CONSEQUENCES OF
     THE TRANSACTION, PLEASE CONTINUE TO REVISE THE DISCLOSURE TO SPECIFICALLY
     DISCLOSE THAT COUNSEL CANNOT OPINE ON THE MATERIAL FEDERAL TAX CONSEQUENCES
     AND TO DESCRIBE THE DEGREE OF UNCERTAINTY IN THE OPINION. IN DOING SO,
     CLARIFY WHY COUNSEL BELIEVES THAT THE TRANSACTION "SHOULD" BE TREATED AS
     DESCRIBED.

         In response to the Staff's comment, the Company has revised the
disclosure on page 41 to reduce the assumptions relied on in the tax discussion.
With these modifications, the Company believes that the remainder of the
discussion clearly states that the discussion constitutes counsel's opinion of
the material federal tax consequences of the transaction.

5.   WE NOTE FROM PAGE 42 THAT YOU HAVE ADDED THE DISCLAIMER THAT "BENEFICIAL
     OWNERS SHOULD CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE TAX TREATMENT
     OF THE CONVERSION CONSIDERATION TO THEM" AND THE SIMILAR STATEMENT ON PAGE
     41. SECURITY HOLDERS ARE ENTITLED TO RELY ON THE DISCLOSURE IN YOUR
     DOCUMENT. REVISE THE DOCUMENT TO ELIMINATE THESE AND ANY SIMILAR
     DISCLAIMERS.
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Securities and Exchange Commission
September 1, 2005
Page 6

         In response to the Staff's comment, the Company has removed the
statement on page 42 and has revised the disclosure on page 41 to narrow the
scope of the recommendation to the holders to consult their own tax advisors.

                                   * * * * * *

         Please direct any general questions or comments concerning this letter,
and any requests for additional information, to the undersigned at (617)
248-5043, Andrew J. Hickey at (617) 248-5267, or to Eunice Kim Chapon at (617)
248-5256. Thank you.

                                            Very truly yours,

                                            /s/ William C. Rogers

                                            William C. Rogers

cc:      Michael W. Yackira
         William D. Rogers
         James A. McDaniel, Esq.
         Andrew J. Hickey, Esq.
         Eunice Kim Chapon, Esq.

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