E4-3286. Filing Under the Public Utility Holding Company Act of 1935, as Amended

November 16, 2004.

Notice is hereby given that the following filing(s) has/have been made with the Commission under provisions of the Act and rules promulgated under the Act. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendment(s) is/are available for public inspection through the Commission's Branch of Public Reference.

Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by December 9, 2004, to the Secretary, Securities and Exchange Commission, Washington, DC 20549-0609, and serve a copy on the relevant applicant(s) and/or declarant(s) at the address(es) specified below. Proof of service (by affidavit or, in the case of an attorney at law, by certificate) should be filed with the request. Any request for hearing should identify specifically the issues of facts or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After December 9, 2004, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

CenterPoint Energy, Inc., et al.

CenterPoint Energy, Inc. (“CenterPoint”), 1111 Louisiana, Houston, Texas, 77002, a registered holding company under the Act and Utility Holding, LLC, (“Utility Holding”), 200 West Ninth Street Plaza, Suite 411, Wilmington, Delaware, 19801, have filed with the Securities and Exchange Commission (“Commission”) a declaration (“Declaration”) under section 12(c) of the Act and rules 46 and 54 under the Act asking the Commission to authorize Utility Holding to declare and pay two dividends out of its capital account to CenterPoint consisting of the proceeds it receives from the first and second phase of the sale of its interest in Texas Genco Holdings, Inc. (“Texas Genco”).

CenterPoint holds its utility interests through Utility Holding, a Delaware limited liability company that is a conduit entity formed solely to minimize tax liability. Utility Holding is wholly-owned by CenterPoint and a registered holding company subsidiary. Utility Holding owns the stock of Texas Genco and CenterPoint Energy Houston Electric, LLC (“T&D Utility”).^[1]

CenterPoint is in the process of completing the final steps in a restructuring process that began when Texas adopted legislation designed to deregulate and restructure the electric utility industry in the state. That legislation required integrated electric utilities to separate their generating, transmission and distribution, and retail sales functions in accordance with plans approved by the Public Utility Commission of Texas (“Texas Commission”). CenterPoint's predecessor, Reliant Energy Incorporated (“REI”) accomplished its restructuring in the fall of 2002, when after CenterPoint became the parent entity, CenterPoint distributed to its shareholders its remaining ownership interest in its merchant power generation and energy trading and marketing business.^[2] In order to facilitate compliance with the Texas restructuring law, CenterPoint retained ownership of the Texas generating assets (which were placed in Texas Genco), pending determination of stranded costs by the Texas Commission.^[3]

On July 21, 2004, CenterPoint announced the sale of Texas Genco, which will be accomplished in two steps. The first step is expected to be completed in the fourth quarter of 2004 and will involve Texas Genco purchasing the approximately 19% of its shares owned by the public at a price of $47 per share, and then selling its fossil-fueled generating business to the buyer. In the second step, expected to take place in the first half of 2005 following receipt of approval by the Nuclear Regulatory Commission, Texas Genco will merge with a subsidiary of the buyer, thus transferring its remaining asset, an interest in a nuclear generating facility.

Total cash proceeds from both steps will be approximately $2.9 billion. CenterPoint intends to use the net after-tax proceeds of about $2.5 billion to retire debt. In the first stage of the sale transaction, Texas Genco will receive cash for the sale of its fossil generating business and will dividend $2.231 billion of those proceeds to Utility Holding. Utility Holding in turn will simultaneously dividend that amount to CenterPoint, which will repay bank debt and release a pledge that banks hold on the Texas Genco common stock. In the second step, Utility Holding will receive $700 million in cash for the sale of its stock in Texas Genco and will dividend that amount to CenterPoint.

Because it is the vehicle through which CenterPoint holds its utility interests, Utility Holding has recorded a substantial charge to its retained earnings account in connection with the extraordinary events of the sale of Texas Genco and the stranded cost proceeding. In addition, the magnitude of the expected proceeds from both phases of the sale of Texas Genco exceeds Utility Holding's ability to dividend to CenterPoint the proceeds from each phase of the sale out of retained earnings.

For the Commission, by the Division of Investment Management, pursuant to delegated authority.

Margaret H. McFarland,

Deputy Secretary.

Footnotes

1.  Texas Genco is an associate company, and not a subsidiary of the T&D Utility.

2.  By order dated June 5, 2002, the Commission authorized the formation of CenterPoint as a new registered holding company and CenterPoint's distribution to shareholders of the remaining stock of Reliant Resources, Inc., a merchant power generation and energy trading and marketing business (Holding Company Act Release No. 27548).

3.  Under the Texas restructuring law, the T&D Utility would be allowed to recover, among other costs, the amount by which the market value of its generating assets, as determined by the Texas Commission under a formula prescribed by law, is below its regulatory book value for those assets as of the end of 2001 (otherwise known as stranded costs). Utility Holding has recorded an after-tax charge to earnings in the third quarter of 2004 of approximately $894 million. The charge was recorded before the Texas Commission rendered its final decision and was based on CenterPoint's understanding of the Texas Commission's deliberations during previous public meetings. On November 11, 2004, the Texas Commission issued a draft order and, based on that order, Utility Holding does not believe that it will be required to take any additional material charges to earnings in connection with the stranded cost proceeding.