SecProbe.io

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Mail Stop 0308

October 4, 2004

VIA U.S. MAIL AND FACSIMILE

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

Re:	Texas Genco Holdings, Inc.
Schedule 13E-3 filed on September 3, 2004
File No. 5-78844

Preliminary Schedule 14C filed on September 3, 2004
File No. 1-31449

Form 10-K for the Year Ended December 31, 2003
File No. 1-31449

Dear Mr. Scott:

We have limited our review of your filing to legal disclosure issues
and have the following comments.  Where indicated, we think you
should revise your documents 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 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.

SCHEDULE 13E-3

General
1. Please advise us why you believe that the members of senior
management of Texas Genco, particularly those officers and directors
who are also officers and directors of CenterPoint Energy, should not
be added as filing persons on the Schedule 13E-3, as these affiliates
appear to be engaged in the going private transaction.  Otherwise,
these persons should be individually included as filing persons on
the Schedule 13E-3.  For help in making this determination, please
review Section II.D.3 of our Current Issues Outline, publicly
available at our website at www.sec.gov.  Please be aware that each
filing person, including NN Houston Sub, Utility Holding, LLC, and
any other parties added as filing persons in response to this
comment, must independently make a procedural and substantive
fairness determination as to the fairness of the transaction to
unaffiliated shareholders, disclose its purposes and reasons for the
merger, the alternatives considered and the plans or proposals
related to Texas Genco.  See Items 1014(a), 1013 and 1006(c) of
Regulation M-A.
2. Each filing person, including NN Houston Sub, Utility Holding,
LLC, and any other parties added as filing persons in response to the
preceding comment,  must also identify the factors upon which the
fairness determination is based.  See Item 1014(b) of Regulation M-A.
Note that if any person engaged in the going private transaction did
not individually analyze the factors in support of their fairness
determination, that person may expressly adopt the analysis of any
other filing person.  See Q & A 20 in Exchange Act Release 17719
(April 13, 1981).  To the extent that any filing person relied on the
analysis or conclusions of another party, that person must
specifically adopt the analysis in their disclosure.

Item 6.  Purpose of the Transaction and Plans or Proposals
3. Either here or in the information statement, ensure that you
provide all of the disclosure regarding the company`s plans as
required by Item 1006(c)(1-8) of Regulation M-A.  If a specific item
contained in (c)(1-8) is inapplicable or the answer is in the
negative, revise Item 6 of the Schedule 13E-3 to so state.

Item 8.  Fairness of the Transaction
4. In your disclosure regarding fairness determinations made by
filing persons, state why each filing person has determined that the
proposed transaction is procedurally fair despite the absence of the
safeguard identified in Item 1014(c) of Regulation M-A.  See Q&A No.
21 in Exchange Act Release No. 17719.
5. Disclose whether the board intends to conduct any "bring down"
fairness analysis, in light of the precipitous and significant
increases in the stock price in recent quarters.  If the board does
not intend to conduct such an analysis, state the reasons that the
board nonetheless continues to believe that the transaction is fair.
6. When incorporating by reference to a previously filed document,
please identify the specific exhibit number, type of document (such
as a Form 10-K) and file number of the prior document from which
information is being incorporated.  See Securities Act Rule 411.
Please revise your exhibit list accordingly.

SCHEDULE 14C

General
7. State in the Special Factors section the reasons that the special
committee or board determined that it would not be necessary to seek
a vote of the majority of the unaffiliated shareholders, and how the
special committee or board was able to conclude that the transaction
was procedurally fair in the absence of such a vote.

Summary Term Sheet, page 1
8. We note that the introductory paragraph under the caption "Summary
Term Sheet" states that the summary "highlights important information
in [the] information statement but does not contain all of the
information that is important to you."  According to Item 1001 of
Regulation M-A, the summary is required to summarize the material
terms of the proposed transaction.  Please revise your introduction
and your summary term sheet to reflect that the summary contains the
material terms of the proposed transaction.

Parties to the Transaction Agreement, page 1
9. We note your disclosure regarding your exercise of the right of
first refusal regarding American Electric Power.  Describe briefly
how this will interact with the going private transaction and the
nuclear acquisition.  Additionally, clarify why you have stated that
you "should be entitled" to purchase a 13.2% interest from AEP,
rather than that you "are entitled" to purchase such interest, as
suggested by your Form 8-K filed on September 10, 2004.

Purpose and Structure, page 2
10. State the vote required for approval of the transaction, and
indicate that the transaction has been approved.  Additionally,
disclose that the transaction is not subject to a vote of a majority
of the unaffiliated shareholders.
11. Provide a diagram of the transaction, including the sale of the
non-nuclear assets, to allow shareholders to better understand its
structure.
12. Briefly describe the Genco LP Division in this section.  This
appears to be the first step to your transaction.
13. Briefly describe the True-up Proceeding that you describe on page
38 in the Summary section.  Explain the impact of the True-up
Proceeding on the transaction.

Position of Our Special Committee and Board of Directors as to the
Fairness of the Public Company Merger, page 3
14. Item 1014 of Regulation M-A requires that each filing person make
a determination as to the fairness of the transaction to unaffiliated
shareholders.  It appears that you have included in the definition of
"unaffiliated shareholders" the directors and executive officers of
CenterPoint and Texas Genco that own Texas Genco stock, even though
such persons may be deemed Texas Genco affiliates.  Please advise or
revise throughout the disclosure document.
15. This section summarizes only the fairness determination of the
special committee.  Revise your disclosure to include the board`s
determination regarding fairness of the transaction to unaffiliated
shareholders in accordance with Item 1014(a) of Regulation M-A.  To
the extent that any filing person or the board of directors is
relying upon the analysis of RBC Capital Markets Corporation, they
should expressly adopt such analysis.  See Item 1014(b) of Regulation
M-A and Q&A Nos. 5 and 21 in SEC Release No. 34-17719.

Position of CenterPoint Energy as to the Fairness of the
Public Company Merger, page 4
16. We note your statement in the second paragraph that "CenterPoint
Energy has not performed, or engaged a financial advisor to perform,
for the purposes of assessing the fairness to [Texas Genco`s]
unaffiliated shareholders."  State either that CenterPoint Energy
expressly adopted the fairness analysis set forth in the fairness
opinion issued by RBC Capital Markets Corporation, or provide its
independent analysis of the factors outlined in Instruction 2 to Item
1014 of Regulation M-A

Financing of the Public Company Merger, page 4
17. Clarify exactly what the $717 million being paid in cash to the
unaffiliated shareholders is being paid for.  Explain the payment in
terms of the non-nuclear assets and the company as a whole.
18. Disclose the terms of each of the financing arrangements, as
required by Item 1007(d) of Regulation M-A.  Also confirm to us that
when the financing is complete, you will file the relevant loan
agreements as exhibits to the Schedule 13E-3 in accordance with Item
1016(b) of Regulation M-A.
19. Disclose any alternative financing arrangements or plans in the
event the primary financing plan falls through.  If there are no
alternative plans or arrangements, so state.  See Item 1007(b) of
Regulation M-A.

Interests of CenterPoint Energy, Directors and Executive Officers,
page 4
20. Will any of the independent directors be retained as directors of
the continuing business of Texas Genco, or in some other capacity,
following the transactions?  If so, will they be retained on the same
terms as they are currently being retained by Texas Genco?

Regulatory Approvals, page 5
21. Update your disclosure regarding the status of regulatory
approvals, particularly with respect to the PUC decision concerning
Centerpoint Houston`s application.

Conditions to the Closings, page 5
22. Specify which conditions are waivable, and indicate whether you
would distribute a revised information statement and Schedule 13E-3
if any of the conditions are waived.  Similarly revise the discussion
of these conditions on page 63.
23. Revise your disclosure to state clearly that the transaction is
subject to a financing condition.

Litigation Concerning the Transaction, page 7
24. To provide additional context for an investor, state the amount
of damages sought in the two referenced lawsuits.  The determination
of whether the litigation is without merit is a legal determination
that may be made only by counsel.  Identify counsel, or revise the
statement to eliminate the legal determination.
25. Please furnish us with copies of the material pleadings and other
court papers in the litigation.

Parties to the Transaction Agreement, page 8
26. Please provide the state of incorporation of CenterPoint Energy
in accordance with Item 1003(b) of Regulation M-A.
27. In addition to its percentage ownership interest, state the
aggregate number of shares held by Utility Holding LLC.  See Item
1008(a) of Regulation M-A.

Special Factors, page 11

Purpose and Structure, page 11
28. We note your statement in the introductory paragraph that
CenterPoint Energy has publicly disclosed since 2002 its intention to
exit the generation sector of the electric power industry.  Provide
an explanation of the reasons for this long-standing intention; and
explain the decision to undertake a going private transaction at this
time as opposed to any other time since 2002.  See Item 1013(c) of
Regulation M-A.
29. Please elaborate briefly on your statement that the multi-step
transaction structure was chosen to "increase the after-tax cash
proceeds payable to CenterPoint Energy."  What consideration was
given to the effect of the multi-step transaction on shareholders
other than CenterPoint Energy?  Would the Bidder White bid referenced
on page 16, as later increased, that included a 338(h)(10) election
have resulted in greater after tax proceeds to unaffiliated
shareholders than the present transaction?  Additionally, please make
clear why the company opted to pursue a sale of 100% of the company
rather than CenterPoint`s 81% interest in the company.

Background of the Transactions, page 12

The Restructuring of Reliant Energy in Response to the Texas Electric
Restructuring Law, page 12
30. Disclose the May 2001 initial public offering price in this
section.

CenterPoint Energy Pursues a Sale of its 81% Interest - Page 13
31. Please expand the disclosure on pages 13 and 14 to discuss all
the "strategic alternatives" that CenterPoint Energy considered in
the summer of 2003 and again in January 2004, and explain why they
were ultimately rejected in favor of a sale of its 81% interest.  See
Item 1013(b) of Regulation M-A.

The Creation of a Special Committee of Our Board of Directors and the
Negotiation of a Sale Transaction, page 17
32. Disclose any limitations placed on the authority of the special
committee and any arrangements for compensating the individuals who
served on the committee.
33. Supplementally confirm that you have not had a material
relationship with RBC Capital Markets Corporation during the past two
years.
34. Describe briefly the method of selecting RBC Capital Markets
Corporation.  See Item 1015(b)(3) of Regulation M-A.
35. Please note that each and every report, opinion, consultation,
proposal or presentation, whether written or oral, received by the
company or its affiliates from any third party and materially related
to the transaction constitutes a separate Item 9 report that must be
described in detail in the document and filed as a separate Item 1015
report and filed as an exhibit to the Schedule 13E-3.  This
requirement includes preliminary and final reports.
For example, please advise us what consideration, if any, was given
to whether the various meetings and consultations involving RBC
Capital Markets Corporation and Citigroup you reference, such as
RBC`s analyses provided on July 14, 2004, and "advice" provided on
July 16, 2004, and Citigroup`s presentation made on April 27, 2004,
constitute separate Item 1015 reports that need to be described and
filed as exhibits under 1015 and 1016 of Regulation M-A.
36. Supplementally furnish us with all written materials furnished to
the board or special committee in connection with RBC`s advice
regarding the transaction.
37. Please provide additional disclosure regarding the special
committee`s decision to reject the alternatives proposed by Bidder
Purple and Bidder White in favor of the GC Power Group bid.  On page
24 you state that on July 16, 2004 the special committee determined
to proceed with the GC Power Group final proposal.  Disclose whether,
prior to such determination, either Bidder White or Bidder Purple was
allowed to submit a counteroffer or otherwise improve their
respective bids.  Additionally when stating that the Bidder Purple
bid offered no consideration or less consideration to the
unaffiliated shareholders, make clear that such bid would have
allowed holders to retain their equity interest in the company.
38. Provide further information concerning the projections RBC used
in performing its analysis.  State when and for what purpose the
projections were generated, and disclose who prepared them.
39. Further describe the forward power sale arrangements discussed on
page 24 and provide further information concerning how they relate to
the transaction.

Position of Our Special Committee and Board of Directors as to the
Fairness of the Public Company Merger, page 25
40. It appears that management relied upon the appraisal of RBC
Capital Corporation to evaluate the fairness of the proposed
transaction.  If any filing person bases their fairness determination
on the analysis of factors undertaken by others, such person must
expressly adopt this analysis as their own in order to satisfy the
disclosure obligation.  See Question 20 of Exchange Act Release No.
34-17719, which states that mere reference to an extract from a
report is not sufficient.  Please revise accordingly.
41. In the fourth bullet point on page 26, discl