SecProbe.io

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Mail Stop 0308							April 6, 2005

Rufus S. Scott
Vice President, Deputy General Counsel
  and Assistant Corporate Secretary
CenterPoint Energy, Inc.
1111 Louisiana
Houston, Texas 77002

Re:	CenterPoint Energy, Inc.
	Registration Statement on Form S-4
      Filed March 8, 2005
	File No. 333-123182

	CenterPoint Energy Houston Electric, LLC
	Form 10-K for the fiscal year ended December 31, 2004
      Filed March 24, 2005
	File No. 1-03187

	CenterPoint Energy Resources Corp.
	Form 10-K for the fiscal year ended December 31, 2004
	Filed March 24, 2005
	File No. 1-13265

 Dear Mr. Scott:

      We have limited our review of the filing to disclosure
related
to the terms of the transaction and the financial statements and
related information in the periodic reports of CenterPoint Energy
Houston Electric, LLC and CenterPoint Energy Resources Corp., and
we
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 one or more of our
comments are 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 supplemental information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not 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 S-4

General
1. Your draft exchange offer appears to be a pre-commencement
tender
offer communication that must be filed under cover of a Schedule
TO.
Please see Instruction 1 to Rule 13e-4(c) under the Exchange Act.
2. We note that you have incorporated certain information by
reference to your Exchange Act reports and other information in
response to Item 11 of Form S-4 as a registrant that meets the
requirement of Form S-3.  However, it appears that you filed late
an
Item 2.01 Form 8-K on December 16, 2004.  Please tell us whether
you
are currently eligible to provide the Form S-3 level of
disclosure.
3. Please file your legal opinion, tax opinion, and other exhibits
as
soon as practicable as we may have comments after reviewing them.
4. Please disclose the amount of any additional indebtedness you
may
incur.
5. The forepart of your prospectus should include only the cover
page, table of contents, summary, and risk factors.  Please
relocate
the sections "Where You Can Find More Information" and "Cautionary
Statement Regarding Forward-Looking Information" to an appropriate
location later in the document.  However, on the inside front
cover
page of the prospectus, please retain the disclosure that this
prospectus incorporates certain important business and financial
information about you and the advisory on how readers can obtain
this
information from you.  See Item 2 of Form S-4.
6. Please confirm that the offer will be open for at least 20 full
business days to ensure compliance with Rule 14e-1(a).  As
currently
represented, the offer could be open for less than 20 business
days
due to the 5:00 p.m. expiration time instead of midnight on what
ultimately may be the twentieth business day following
commencement.
See Question and Answer Eight in Exchange Act Release No. 16623
(March 5, 1980). Further, confirm that the expiration date will be
included in the final prospectus disseminated to security holders
and
filed pursuant to the applicable provisions of Rule 424.

Prospectus Cover Page
7. Your cover page should be no longer than one page.  Please
revise
to shorten the cover page while retaining all of the information
required by Item 501 of Regulation S-K and other information that
is
key to an investment decision.

Where You Can Find More Information, page ii
8. You state that you are incorporating by reference into this
document "any subsequent filings" you make with the Commission
until
this offering is terminated.  Please be aware that the Schedule TO
you will file does not authorize forward incorporation by
reference.
Therefore, please confirm that you will amend the Schedule TO to
specifically incorporate by reference any future periodic reports
that are filed after the date of offer commencement.
The Exchange Offer, page 3
9. On page 3 you state that you are offering to pay an exchange
fee
of $1.50 for each $1,000 principal amount of old notes accepted.
Disclose the specific sources and total amount of funds to be used
in
this transaction, assuming the maximum number of old notes you may
receive for exchange.  See Item 1007(a) of Regulation M-A.  Also,
to
the extent that there are material conditions to the financing or
you
are borrowing all or a portion of the funds necessary in this
offering, please disclose.  See Item 1007(b) and (d) of Regulation
M-
A.
10. On page 5 you state that you will return the old notes that
you
do not exchange "as promptly as practicable" after the expiration
or
termination of the tender offer.  Please revise to delete the
words
"as practicable" and state that you will return the notes
"promptly,"
in keeping with Rule 14e-1(c).

Material Differences Between the Old Notes and New Notes, page 7
11. Please clearly and concisely describe the material differences
between the old notes and the new notes without over reliance on
legalistic terminology.

United States Federal Income Tax Consequences, page 12
12. Please include disclosure regarding the tax treatment of the
exchange fee.  Also, please identify tax counsel in this section.

Risk Factors

General
13. Many of your captions do not fully describe the risk to
investors
and merely state a fact about your offering or your business.  As
one
example only, on page 14 you state that your board does not make a
recommendation concerning the exchange offer and you have not
obtained a fairness opinion on the transaction, but do not
establish
a cause-and-effect link between this statement of fact and the
specific consequent risk faced by investors.  Please revise so
that
each risk factor caption identifies the risk as it applies to your
business, industry, or offering.
14. Please delete the mitigating language that appears in the risk
factors.  For example, we note that you include mitigating
language
in the first sentence of the risk factor captioned "We cannot
assure
you that an active trading market will develop for the new notes."
Please review your risk factors to eliminate mitigating language.

Risk Factors Relating to the Exchange Offer

The United States federal income tax consequences of the exchange
offer are unclear..., page 14
15. You only state that the tax consequences of this offering "are
unclear" but not the extent to which the tax consequences are
unclear.  Please highlight adequately the degree of uncertainty
that
surrounds the tax consequences of this offering.

Risk Factors Related to the New Notes, page 15
16. Your current disclosure describes risks associated with the
new
notes only.  Please include a section specifically contrasting any
new risks associated with the new notes that are different from
those
pertaining to the old notes.
We may issue additional shares of common stock..., page 16
17. If you have any current plan, commitment, or arrangement to
issue
additional shares of common stock, please disclose the number of
shares you will issue and when you will issue them.
Our articles of incorporation and bylaw provisions, and several
other
factors, could limit another party`s ability to acquire us...,
page
16
18. Please briefly summarize here your articles of incorporation
provisions, bylaws, and other "factors" that may limit another
company`s ability to acquire you.

Summary Consolidated Financial Data, page 28
19. We note that you have incorporated by reference your quarterly
report on Form 10-Q for the fiscal quarter ended September 30,
2004.
Please make an express statement that the financial statements are
incorporated by reference and clearly identify the information
incorporated by reference by page, paragraph, caption, or
otherwise,
as required by Instruction 3 to Item 10 of Schedule TO.
20. Where financial statements are material in the context of an
offer or where you incorporate by reference financial statements
found in other documents filed with the SEC, we require you to
include in the document disseminated to investors the summary
financial statements required by Item 1010(c) of Regulation M-A.
See
Instruction 6 to Item 10 of Schedule TO and Q&A 7 in Section I.H
of
the Division of Corporation Finance`s Manual of Publicly Available
Telephone Interpretations (July 2001). We note your section
entitled
"Summary Consolidated Financial Data."  It appears that you are
missing certain item requirements of Item 1010(c) of Regulation M-
A,
including, but not limited to, current and noncurrent assets, and
gross profit as required by Item 1010(c)(1).  Please revise to
include all of the items required in the summary financial
statements.

The Exchange Offer

Securities Subject to the Exchange Offer, page 32
21. Please revise to indicate the trading characteristics and
trading
market, if any, of the old notes, and state when the old notes
were
issued and their maturity date.

Conditions To The Exchange Offer, page 32
22. We note on page 32 that you reserve the right to terminate or
amend this offer in the event the failure of a condition to the
offer
is triggered "regardless of the circumstances giving rise to the
failure of the condition."  Allowing acts or omissions by the
company
to trigger the failure of a condition may render the offer
illusory
in that the circumstances giving rise to the failure of a
condition
are within the control of the company.  Please confirm to us your
understanding of our position.
23. We also note on page 32 that you may terminate or amend this
offer if a condition "makes it impractical" to proceed with the
offer.  Please note that, when a condition is triggered and the
company decides to proceed with the exchange offer anyway, we
believe
that this constitutes a waiver of the triggered condition.  You
may
not rely on this language to tacitly waive a condition to the
offer
by failing to assert it.  Please confirm to us your understanding
of
our position.
24. You state on page 32 that "there shall not have occurred any
outbreak or escalation of major hostilities in which the United
States is involved, any declaration of war by Congress or any
other
substantial national or international calamity or emergency..."
Given the continued deployment of U.S. armed forces in Afghanistan
and Iraq and the persistent threat of terrorism against the United
States, we are concerned that your condition is phrased so broadly
as
to make it difficult for note holders to determine whether it has
been triggered by events as they occur.  Please tailor your
condition
so that  note holders may objectively verify when this condition
has
been triggered.  For example, you may confirm whether these
conditions are implicated only if such event has a material
adverse
effect on your business.
25. In addition, we believe that it is difficult for a note holder
to
assess whether events as they occur have triggered a condition to
the
offer that would allow you to terminate this offer.  If an event
occurs while this offer is pending that you believe triggers a
condition, it is our position that you must promptly inform note
holders whether you intend to waive the relevant condition or
terminate the offer.  You may not wait until the offer expires to
terminate it based on an event that occurred early in the offer
period.  Please confirm your understanding supplementally.
26. Please confirm supplementally your understanding that all
conditions to the offer, other than regulatory approvals, must be
satisfied or waived prior to expiration of the offer, and that a
delay in payment to note holders because of the actions of a court
or
government agency would not necessarily be consistent with Rule
14e-
1(c).
27. You state on page 33 that you may waive any condition in whole
or
in part.  Please explain how you waive a condition to the offer
"in
part" or revise this language.
Expiration Date; Extensions; Amendments, page 33
28. We note on page 33 that if you "amend the exchange offer" to
effect "a material or significant change," you will extend the
exchange offer for a period of "five to twenty business days..."
Please revise your disclosure to add that if you decrease the
percentage of the old notes you are seeking, or the consideration
you
have offered in exchange, or the soliciting fee you are paying
your
dealer, you are required to extend the tender offer for at least
ten
business days from the date you first publish or provide to
shareholders the notice of any such change.  See Rule 13e-
4(e)(3)(ii)
under the Exchange Act.
Dealer Manager, page 38
29. We note that you will pay customary fees to the dealer
manager.
We object to fees paid to a dealer manager based on tenders of
subject securities it holds for its own account. Please indicate
whether you intend to pay fees under those circumstances. If you
do
not, indicate how you will ensure that you do not pay fees under
such
circumstances.  For example, what mechanism will you use to
determine
who holds the tendered securities when calculating the fee owed to
Banc of America Securities LLC?

Description of the New Notes, page 39
30. Please supplementally address the following matters.

Accounting treatment for the exchange transaction

We assume that you have determined that the new notes do not have
substantially different terms, as defined in EITF 96-19, than the
old
notes.  Therefore, you will not record the old notes as
extinguished
with related gain or loss recognition.  Please confirm our
understanding and, if correct, please show us how you arrived at
this
conclusion including how you assessed the change in the
consideration
payable and the payment of exchange fees in your calculation.  If
this is not the case, please tell us your anticipated accounting
treatment and provide the accounting rationale including any
supporting calculations to support your accounting.  *

Accounting treatment for the exchange fee

* Please tell us how you will account for the exchange fee paid at
the time of exchange and going forward.  Please also cite the
applicable authoritative GAAP that supports your policy.

Accounting treatment for the new notes

* Please tell us how you will account for the new notes in your
future financial statements.  In doing so, please ensure that you
describe how you will account for the conversion feature at the
time
of issuance and at a point in time when the sale price condition,
as
defined on page 42 of your registration statement, is met.  You
should support your accounting in the event that the conversion
feature is triggered citing appropriate accounting literature. We
may
have further comment upon review of your response.

Income tax accounting

* Please tell us how you will account for the tax consequences of
the
new notes under the guidelines of SFAS 109 and contrast
supplementally for us this treatment to your treatment of the old
notes.  As part of your response, please ensure that you detail
your
anticipated accounting treatment in the event that the sale price
conversion trigger is met.  Please specifically address how the
additional payment will be treated for tax purposes.    Please
consider the need to disclose this information in your
registration
statement to more fully disclose the impact of the exchange on the
future results of operations.
31. Please disc