SecProbe.io

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Mail Stop 3561

      July 14, 2005

Mr. David W. Pruitt
Co-Chairman of the Board and
Chief Executive Officer
Cap Rock Energy Corporation
500 West Wall Street, Suite 400
Midland, Texas 79791

	Re:	Form 10-K for the Year Ended December 31, 2004
		Filed March 29, 2005
      File No. 0-32667

Dear Mr. Pruitt:

		We have reviewed your filing and have the following
comments.  We have limited our review to your financial statements
and related disclosures and will make no further review of your
document.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Year Ended December 31, 2004

Item 9(a).  Controls and Procedures, page 24

1. We note that the conclusion of your Chief Executive Officer and
Chief Financial Officer regarding the effectiveness of your
disclosure controls and procedures does not state that your
disclosure controls and procedures were effective as of the end of
the period covered by the report as required by Item 307 of
Regulation S-K.  Please revise or tell us why a revision is not
necessary.

Signatures, page 32

2. The report must be signed by your principal financial officer
and
principal accounting officer.  See General Instruction D(2)(a) of
Form 10-K.  Please revise to include the signatures of your
principal
financial officer and principal accounting officer.

Financial Statements
Consolidated Statements of Operations, page F-3

3. We note that you classified the impairment of Lamar combination
costs as other income (expense).  Please tell us your basis in
GAAP
for classifying the charge as a non-operating expense as opposed
to
an expense classified in operating income.  Please refer to Rule
5-
03(b)(9) of Regulation S-X.

Consolidated Balance Sheets, page F-4

4. We note that you adopted FAS 123 effective January 1, 2003 and
that you recorded deferred (unearned) compensation as a separate
reduction of stockholders` equity.  Under paragraph 30 of FAS 123,
compensation cost is recognized over the period in which employee
services are rendered by a charge to compensation cost and a
corresponding credit to paid-in capital.  Please advise.

Consolidated Statements of Cash Flows, page F-7

5. Please tell us why depreciation and amortization for 2003 and
2002
do not agree to the amounts disclosed in the statements of
operations.  In doing so, please tell us the amount of
amortization
of the capital lease classified as purchased power cost and any
other
items and their amounts that account for the difference in each
period.  We assume you are recovering your cash lease payments in
rates, if otherwise please advise.  If so, please tell us how the
cash lease payments are being classified in the statements of cash
flows.  Please support your treatment of lease payments in the
statements of cash flows with reference to promulgated GAAP or
predominant practice.

Notes to Consolidated Financial Statements, page F-8
Note 7.  Investments and Notes Receivable, page F-17

6. The sale of your MAP investment indicated the inability to
recover
the carrying value of the investment.  Please tell us the facts
and
circumstances that gave rise to the loss on the sale given that
you
recognized equity earnings and your representation that
appreciation
of your MAP investment occurred over the period you held the
investment.  We assume you mean that your MAP investment was sold
in
excess of original cost but the equity pick-ups over the years
caused
carrying value to exceed ultimate sales proceeds.  If otherwise,
tell
us what you mean.  If our assumption is correct, please tell us
whether you tested the MAP investment for other than temporary
losses
in periods preceding the sale.  To the extent you were recognizing
equity pick-up income when the underlying investment underwent
other-
than-temporary declines in value would not be a fair presentation.
Please refer to paragraph 19(h) of APB 18.

Note 23.  Income Taxes, page F-32

7. In future filings please include a reconciliation of reported
income tax expense (benefit) attributable to continuing operations
to
the amount of income tax expense (benefit) that would result from
applying domestic federal tax rates to pretax income from
continuing
operations for each of the years presented in the statements of
operations.  Please refer to paragraph 47 of FAS 109.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed letters greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Bill Thompson (Staff Accountant) at (202)
551-
3344 or the undersigned at (202) 551-3849 if you have any
questions
regarding these comments.

	Sincerely,

								Jim Allegretto
								Senior Assistant Chief
Accountant

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David W. Pruitt
Cap Rock Energy Corporation
July 14, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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