SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 18, 2025

Darin Carroll
President and Manager
CenterPoint Energy Restoration Bond Company II, LLC
CenterPoint Energy Houston Electric, LLC
1111 Louisiana Street, Suite 4654B
Houston, Texas 77002

 Re: CenterPoint Energy Restoration Bond Company II, LLC
 CenterPoint Energy Houston Electric, LLC
 Registration Statement on Form SF-1
 Filed June 20, 2025
 File Nos. 333-288206 and 333-288206-01
Dear Darin Carroll:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form SF-1
Cover Page

1. We note that the system restoration bonds will be issued in multiple
tranches. Please
 revise your cover page and your form of prospectus as necessary to
identify the
 tranche designations being offered. Refer to Item 501(b)(2) of
Regulation S-K and
 Item 1102(b) of Regulation AB.
Cautionary Statement Regarding Forward-Looking Information, page vi

2. We note your statement on page vi that you undertake no obligation to
update or
 revise any forward-looking statements. This disclaimer does not appear
to be
 consistent with your disclosure obligations. Please revise to clarify
that you will
 update this information to the extent required by law.
 July 18, 2025
Page 2

Prospectus Summary of Terms
Servicing Compensation, page 15

3. We note your disclosure that, in addition to receiving an annual
servicing fee, the
 servicer will be entitled to receive reimbursement for its out-of-pocket
costs for
 external accounting and legal services. We are unable to locate
additional disclosure
 in the form of prospectus with respect to the expected amount of such
out-of-pocket
 expenses or whether there are any restrictions or limits on such
out-of-pocket
 expenses. Please revise. Refer to Item 1113(c) of Regulation AB.

Risk Factors
Changes to billing and collection practices might reduce the value of your
investment in the
system restoration bonds, page 25

4. We note your disclosure that the servicer may change billing and
collection practices
 and that such changes could limit the issuing entity's ability to make
scheduled
 payments on the system restoration bonds. These statements appear to be
inconsistent
 with the statements elsewhere in the prospectus that the true-up
mechanism will
 "ensure" the billing of amounts sufficient to timely provide all
payments on the
 system restoration bonds. As examples only, please refer to the
disclosures under the
 headings "Statutory true-up mechanism for payment of scheduled principal
and
 interest" on page 9, "Credit Enhancement" on page 14, and "The System
Restoration
 Charges" on page 74. Please revise here and throughout the prospectus as
necessary to
 reconcile these statements.
CenterPoint Houston or its affiliates may cause the issuance, by another
subsidiary or
affiliated entity..., page 34

5. We note your disclosure here that any new issuance of system restoration
bonds or
 similar bonds "by another subsidiary or affiliated entity of CenterPoint
Houston"
 could cause reductions or delays in payment of principal and interest on
the system
 restoration bonds. We also note, however, that the system restoration
property
 collateralizing the bonds will be transferred to the issuing entity,
which is a
 bankruptcy-remote special purpose vehicle. Please revise to explain how
bonds issued
 by a different entity could impact payments on the systems restoration
bonds offered
 by this prospectus.
The Depositor, Seller, Initial Servicer and Sponsor
Credit Policy; Billing Process; Collections Process, page 65

6. We note that CenterPoint Houston, as servicer, may institute changes to
billing and
 collection practices that would affect the servicing of the system
restoration property.
 Please revise to describe what changes may be made and whether (and if
so, how) you
 will notify investors of any such changes to servicing practices that
may impact bond
 payments and the true-up adjustments, if applicable.
 July 18, 2025
Page 3

Description of the System Restoration Bonds
The Security for the System Restoration Bonds, page 83

7. We note that the trust property will include rights under certain
agreements, including
 an intercreditor agreement executed in connection with the servicing
agreement. We
 also note the disclosure on page 119 under the heading "The Servicing
Agreement -
 Servicing Procedures" that the servicer will have certain obligations
pursuant to "any
 future intercreditor agreement." It is unclear to us whether there is an
existing
 intercreditor agreement that will govern the rights of the bondholders
or if this
 disclosure is referring to a hypothetical future intercreditor
agreement. Please revise
 your prospectus throughout as necessary to clarify whether there will be
an
 intercreditor agreement entered into at the time of issuance of the
bonds and whether
 additional intercreditor agreements may be executed by a transaction
party in the
 future. For both circumstances, please also revise your disclosure to
describe how
 such agreement would impact the rights of the bondholders in this
offering.
Description of the System Restoration Bonds
The Collection Account for the System Restoration Bonds, page 84

8. We note your disclosure that, in addition to the system restoration
property, the bonds
 will also be secured by "the the collection account for the system
restoration bonds
 and all subaccounts of the collection account." Please confirm whether
any of the
 underlying collateral will consist of securities for purposes of
Securities Act Rule 190.
The Sale Agreement
CenterPoint Houston's Covenants, page 113

9. Your prospectus disclosure appears to indicate that CenterPoint Houston
may also
 enter into an intercreditor agreement in connection with a sale
agreement, and that the
 issuing entity may be a party to such agreement. Please clarify whether
the
 intercreditor agreement that may be entered into by CenterPoint Houston
in
 connection with a sale agreement is the same intercreditor agreement
contemplated in
 the disclosures referenced on pages 83 and 119 of your prospectus and in
comment
 7 of this letter. If it is not, please revise your disclosure as
necessary to describe its
 purpose and the impact that such intercreditor agreement would have on
the rights of
 the purchasers of the bonds offered by this prospectus.
Plan of Distribution
Various Types of Underwriter Transactions that May Affect the Price of the
System
Restoration Bonds, page 136

10. We note your disclosure on page 136 that "The underwriters may engage in
 overallotment transactions, stabilizing transactions, syndicate covering
transactions,
 and penalty bids with respect to the system restoration bonds in
accordance with
 Regulation M under the Exchange Act." Please explain how this disclosure
is
 consistent with Securities Act Rule 192 or revise the disclosure to
qualify it as subject
 to applicable law, including Rule 192.
 July 18, 2025
Page 4

Legal Proceedings, page 147

11. We note the statements here and on page 103 under the heading "The
Trustee" that the
 disclosed legal proceedings are not material to the holders of the
system restoration
 bonds. Please tell us why these proceedings, which relate the trustee's
role as trustee
 and servicer in previous securitizations, are not material.
Alternatively, please revise
 to delete the conclusion that the legal proceedings are not material to
the
 bondholders.

Part II - Information Not Required in Prospectus
Item 14. Exhibits, page II-2

12. Please file your remaining exhibits with your next amendment. Refer to
Item 1100(f)
 of Regulation AB and Item 601 of Regulation S-K.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Komul Chaudhry at 202-551-4746 or Kayla Roberts at
202-551-3490
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Structured Finance
</TEXT>
</DOCUMENT>