SecProbe.io

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Mail Stop 3561

									September 1, 2005

Mrs. Celia B. Page
Vice President, Chief Financial Officer
Cap Rock Energy Corporation
500 West Wall Street, Suite 400
Midland, Texas 79701

		RE:	Cap Rock Energy Corporation
			Form 8-K filed August 30, 2005
			File No.  0-32667

Dear Mrs. Page:

      We have reviewed your filing and have the following
comments.
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 comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
We may ask you to provide us with more 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 any other aspect
of
our review.  Feel free to call us at the telephone number listed
at
the end of this letter.

1. Please tell us if your certifying officers have considered the
effect of the error on the adequacy of your disclosure controls
and
procedures as of the end of the period covered by your Forms 10-K
and
10-Q for the periods ended December 31, 2004 and March 31, 2005.

2. Please tell us how you concluded that your subsidiary no longer
qualified for exemption from income taxes.  A discussion of facts
surrounding the circumstances of how you originally concluded that
the subsidiary should not be taxed might be helpful in this
regard.

      As appropriate, please amend your filing and respond to
these
comments within five 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 response to our comments and
provides any requested information.  Detailed cover 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 investment 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.

If you have any questions regarding these comments, please direct
them to Anthony Watson, Staff Accountant, at (202) 551-3318.

									Sincerely,

									Anthony Watson

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Mrs. Celia B. Page
Cap Rock Energy Corporation
September 1, 2005
Page 3

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