File No. 070-10128

                                  UNITED STATES
                             WASHINGTON, D.C. 20549

                                   FORM U-1/A

                         POST-EFFECTIVE AMENDMENT NO. 9



                            CenterPoint Energy, Inc.
                                 1111 Louisiana
                              Houston, Texas 77002

             (Name of companies filing this statement and address of
                          principal executive offices)

                            CenterPoint Energy, Inc.
                                 1111 Louisiana
                              Houston, Texas 77002

 (Name of top registered holding company parent of each applicant or declarant)

                                 Rufus S. Scott
    Vice President, Deputy General Counsel and Assistant Corporate Secretary
                            CenterPoint Energy, Inc.
                                 1111 Louisiana
                              Houston, Texas 77002
                                 (713) 207-7451

             The Commission is also requested to send copies of any
                communications in connection with this matter to:

     James R. Doty, Esq.                      Margo S. Scholin, Esq.
     Joanne C. Rutkowski, Esq.                Baker Botts L.L.P.
     Baker Botts L.L.P.                       3000 One Shell Plaza
     The Warner                               Houston, Texas 77002-4995
     1299 Pennsylvania Avenue, N.W.           (713) 229-1234
     Washington, D.C. 20004-2400
     (202) 639-7700


         From time to time, we make statements concerning our expectations,
beliefs, plans, objectives, goals, strategies, future events or performance and
underlying assumptions and other statements, that are not historical facts.
These statements are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Actual results may differ
materially from those expressed or implied by these statements. You can
generally identify our forward-looking statements by the words "contemplate,"
"may," "propose," "should," "will," "would" or other similar words.

         We have based our forward-looking statements on our management's
beliefs and assumptions based on information available to our management at the
time the statements are made. We caution you that assumptions, beliefs,
expectations, intentions and projections about future events may and often do
vary materially from actual results. Therefore, we cannot assure you that actual
results will not differ materially from those expressed or implied by our
forward-looking statements.

         Some of the factors that could cause actual results to differ
materially from those expressed or implied in forward-looking statements are
discussed under "Risk Factors" in Item 1 of Part I of the Annual Report of
CenterPoint on Form 10-K for the fiscal year ended December 31, 2003.

         The reader should not place undue reliance on forward-looking
statements. Each forward-looking statement speaks only as of the date of the
particular statement, and we undertake no obligation to publicly update or
revise any forward-looking statements.


                                TABLE OF CONTENTS

ITEM 1.     DESCRIPTION OF POSSIBLE TRANSACTION..............................1
            A.    REQUESTED AUTHORIZATION....................................1
            B.    BACKGROUND.................................................2
ITEM 2.     FEES, COMMISSIONS AND EXPENSES...................................8
ITEM 3.     APPLICABLE STATUTORY PROVISIONS..................................8
            A.    APPLICABLE PROVISIONS......................................8
            B.    RULE 54 ANALYSIS...........................................9
ITEM 4.     REGULATORY APPROVAL..............................................9
ITEM 5.     PROCEDURE........................................................9
ITEM 6.     EXHIBITS AND FINANCIAL STATEMENTS................................9
            A.    EXHIBITS...................................................9
            B.    FINANCIAL STATEMENTS......................................10
ITEM 7.     INFORMATION AS TO ENVIRONMENTAL EFFECTS.........................10



A.  Requested Authorization

         CenterPoint Energy, Inc. ("CenterPoint" or the "Applicant") hereby
files this Post-Effective Amendment No. 7, asking the Commission to release
jurisdiction over certain authority that was reserved under the order dated June
30, 2003 (HCAR No. 27692 (the "Omnibus Financing Order")). In the Omnibus
Financing Order, the Commission reserved jurisdiction over a request by
CenterPoint to declare and pay dividends out of capital or unearned surplus in
an amount up to $500 million through June 30, 2005 (the "Authorization Period").
CenterPoint is seeking a release of that jurisdiction to the extent necessary to
allow it to continue to declare and pay a quarterly dividend of $0.10 per share
through the Authorization Period, or approximately $31 million per quarter.
CenterPoint would rely on the requested authority only in the event that current
earnings were insufficient to pay the dividend solely as a result of events
related to implementation of the restructuring plan approved under the Texas
restructuring law and related sale or monetization of Applicant's interest in
Texas Genco Holdings, Inc. ("Texas Genco"). As explained more fully herein,
the need for such authority could arise as a result of


the monetization of Applicant's interests in Texas Genco or in connection with
the "stranded cost" determination by the Public Utility Commission of Texas (the
"Texas Utility Commission"), and adjustments to CenterPoint's debt structure as
a result of these events.

         In its order dated July 5, 2002 (HCAR No. 27548) the Commission
considered at length the circumstances that give rise to the instant request.
See also Conectiv, Holding Co. Act Release No. 27079 (Sept. 27, 1999) (granting
dividend authority necessitated by the writedown of certain assets in the
context of state-mandated restructuring). The requested authority would be
subject to the terms and conditions set forth in the Omnibus Financing Order. In
addition, CenterPoint would not rely on the requested authority if it appeared
that the payment of dividends would cause the holding company to fail to achieve
a minimum of 30% consolidated equity capitalization by the end of 2006. The
Applicant asks the Commission to reserve jurisdiction over the remainder of the
requested additional authority, pending completion of the record.

B.    Background

1.    Existing Authority

         CenterPoint's request to declare and pay dividends out of capital or
unearned surplus in an amount up to $500 million through the Authorization
Period is necessitated by the accounting consequences of the September 2002
distribution to shareholders (the "Distribution") of its remaining interest in
Reliant Resources, Inc. ("Reliant Resources").(1) Because of the precipitous
decline in the market value of the Reliant Resources stock prior to the
Distribution, CenterPoint was required to record a non-cash loss on the disposal
of discontinued operations of $4.3 billion, which represented the excess of the
carrying value of CenterPoint's net investment in Reliant Resources over the
market value of Reliant Resources stock at the time of the Distribution.(2) The
impairment adjustment resulted in negative retained earnings for CenterPoint.(3)


    (1) On April 26, 2004, Reliant Resources changed its corporate name to
Reliant Energy, Inc.  For ease of reference, we will continue to refer to the
company as Reliant Resources herein.

    (2) To account for the Distribution, CenterPoint reduced its retained
earnings to reflect the impairment in the value of its investment in Reliant
Resources (i.e., the difference between book and market value of the stock) and
then reduced its additional paid-in capital by the net book value of its
investment (following the adjustment) in Reliant Resources. The impairment
adjustment was made in accordance with Accounting Principles Board Opinion No.
29, "Accounting for Nonmonetary Transactions," and Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets."

    (3) As of December 31, 2002, CenterPoint had a negative retained earnings
balance of approximately $1.1 billion and positive additional paid-in capital of
$3.1 billion. As a result of earnings at CenterPoint since its restructuring and
divestiture of its unregulated operations, that deficit had been reduced to $700
million at December 31, 2003, but the balance is expected to remain negative for
some years. Additional paid in capital at December 31, 2003 was approximately
$2.9 billion. While the balance in its retained earnings account is still
negative, it is important to understand that the deficit in retained earnings is
not representative of the ongoing ability of CenterPoint to fund its dividends
from earnings generated since that


         In its Initial Order, the Commission noted that the negative retained
earnings resulted "solely as a result of the accounting treatment for the
Electric Restructuring," and so granted CenterPoint sufficient authority (up to
$200 million) to declare and pay its then-current dividend through June 30,

         In connection with the Omnibus Financing Order, CenterPoint stated
its intention to declare and pay dividends out of current earnings but requested
that the Commission reserve jurisdiction over a request to declare and pay
dividends out of capital or unearned surplus in an amount of up to $500 million
through the Authorization Period. Currently, it is paying a quarterly cash
dividend of $0.10 per share on the approximately 306 million shares of
CenterPoint common stock outstanding, or approximately $31 million per

2.    Texas Restructuring

         During 2004 and, possibly, early 2005, CenterPoint expects to complete
additional steps in a process that began when Texas adopted legislation designed
to deregulate and restructure the electric utility industry in the state. As
discussed in previous applications, that legislation (the "Texas Electric
Restructuring Law") required integrated electric utilities like CenterPoint's
predecessor, Reliant Energy, Incorporated ("REI") to separate their generating,
transmission and distribution and retail sales functions pursuant to plans
approved by the Texas Utility Commission.

         The separation plan approved for REI provided for the complete
separation of (i) REI's transmission and distribution functions and its other
regulated operations (including its gas distribution and pipeline businesses)
from (ii) the unregulated retail electric business and other unregulated
businesses of REI, such as its trading, marketing and competitive generation
businesses. That separation was accomplished in the fall of 2002 when, after a
restructuring in which it became the parent entity, CenterPoint distributed to
its shareholders its remaining ownership interest in its subsidiary, Reliant
Resources. In order to facilitate compliance with the Texas Electric
Restructuring Law, CenterPoint retained ownership of the newly deregulated Texas
generating assets (which were placed in Texas Genco at the time of CenterPoint's
formation) pending determination of stranded costs by the Texas Utility
Commission under the law.(5)


Distribution.  Indeed, if accounting principles had permitted the charge
associated with the distribution of Reliant Resources to be taken fully against
additional paid-in capital, instead of extinguishing retained earnings,
CenterPoint would have had a retained earnings balance of $2.1 billion at
September 30, 2003.

    (4) The current dividend level is the maximum permitted under CenterPoint's
existing credit facility.

    (5) The assets and Texas Genco, LP are owned by Texas Genco Holdings, Inc.
("Texas Genco"). Pursuant to the Texas Electric Restructuring Law, 19% of the
common stock of Texas Genco has been distributed to CenterPoint's shareholders
and currently is traded on the New


         The Texas Electric Restructuring Law contains provisions that allow the
utility to recover the amount by which the market value of its generating
assets, as determined by the Texas Utility Commission under a formula prescribed
in the law, is below its regulatory book value for those assets as of the end of
2001. It also allows the utility to recover certain other transition costs, such
as a final fuel reconciliation balance, regulatory assets and an amount (called
"ECOM") designed to true-up the difference between the Texas Utility
Commission's projected market prices for generation during 2002 and 2003 and the
actual market prices for generation as determined in the state-mandated capacity
auctions during that period. Those amounts, and certain other adjustments, are
to be determined by the Texas Utility Commission in a proceeding that began for
CenterPoint on March 31, 2004.(6) After the Texas Utility Commission determines
the amount of stranded costs that the utility may recover, CenterPoint Energy
Houston Electric, LLC (the "T&D Utility") is allowed to recover those stranded
costs through an addition to its transmission and distribution rates and through
the issuance of securitization or "transition" bonds. Those securitization bonds
would be issued through a special purpose entity that would be a subsidiary of
the T&D utility, but they would be non-recourse to the utility. CenterPoint
contemplates that it should obtain authority from the Texas Utility Commission
to issue these securitization bonds toward the end of 2004 and should be in a
position to issue those bonds by early 2005.(7)


York Stock Exchange. In the proceeding to establish the stranded costs that
CenterPoint may recover, the Texas Utility Commission will use the trading value
of that stock during a period it selects as the measure of the market value of
Texas Genco. On October 21, 2003, the Federal Energy Regulatory Commission
certified Texas Genco, LP as an Exempt Wholesale Generator under the Act.

    (6) In accordance with the Texas Utility Commission's rules, CenterPoint
filed its application on March 31, 2004 and the Texas Utility Commission is
scheduled to begin hearing the case on June 21, 2004. Under S.B. 7, the Texas
Utility Commission is required to reach a decision within 150 days after the
filing, which would be August 28, 2004. As with any contested matter, it is
possible that the parties will reach a negotiated settlement at any time, even
prior to the June 21, 2004. Thus while CenterPoint cannot predict with any
certainty the specific time it would require the relief being requested herein,
it is highly probable that such an order or settlement will occur in the second
or third quarters of 2004.

    (7) In the Omnibus Financing Order, the Commission reserved jurisdiction
over a request by CenterPoint to form and capitalize one or more special-purpose
subsidiaries of the T&D Utility to issue securitization bonds to monetize and
recover the balance of stranded costs related to previously owned electric
generation assets and other qualified costs as may be determined in proceedings
before the Texas Utility Commission and, as may be required, for authority for
such subsidiaries to transfer the proceeds to the T&D Utility, Utility Holding,
LLC and CenterPoint.


   3.    Request for Release of Jurisdiction

         CenterPoint requests the Commission to release jurisdiction over the
reserved dividend authority to permit it to continue to declare and pay its
existing dividend (approximately $31 million per quarter) for the second and
third quarters of 2004. It is important to understand that the requested
authority is intended solely to protect CenterPoint's dividend stream from the
accounting and other consequences of certain events that are expected to occur
in 2004 or early 2005 as it completes its restructuring plan. Two events are
anticipated to occur in 2004 or, possibly, early 2005: the monetization of Texas
Genco and the final reconciliation of stranded costs by the Texas Utility
Commission. Both events are expected to result in substantial cash proceeds to
CenterPoint, which CenterPoint has committed to use to repay its indebtedness.

         The need for dividend authority could arise as a result of the
accounting treatment associated with these transactions. Under generally
accepted accounting principles ("GAAP"), at the time CenterPoint determines that
it is probable it will dispose of its interest in Texas Genco within twelve
months, it must adjust its investment account to reflect the net realizable
value for the asset.(8) If the net realizable value is less than the carrying
amount, CenterPoint would be required to reduce its investment account
accordingly and recognize an expense in the amount of the reduction. Any charge
would reduce earnings for the quarter when the adjustments are made. If the
charges associated with the sale of Texas Genco reduce current earnings for that
quarter below approximately $31 million per quarter, CenterPoint will be unable
to pay dividends for that quarter absent the relief requested in this filing.

         Similarly, the stranded cost determination proceeding could result in a
charge that would affect CenterPoint's earnings in a given quarter. In
accordance with the Texas Electric Restructuring Law, CenterPoint is seeking
recovery of approximately $3.8 billion of costs in a true-up proceeding before
the Texas Utility Commission. Determination of the amounts actually recovered
will be made in a contested proceeding in which it is expected that various
parties will challenge CenterPoint's claims. An ultimate determination (or even
a settlement) at levels less than amounts recorded on CenterPoint's books could
lead to a charge that would affect the level of current earnings available for
payment of CenterPoint's dividend.(9)


    (8) CenterPoint had expected to monetize its remaining interest in
Texas Genco through a sale to Reliant Resources pursuant to an option held by
Reliant Resources, but Reliant Resources declined to exercise that option in
January 2004. Currently, CenterPoint is pursuing a sale of its remaining
interest through a bidding process. Depending on the results of that effort,
CenterPoint may pursue other monetization alternatives.

    (9) Accounting principles may require CenterPoint to reflect any
disallowance even prior to formal action by the Texas Utility Commission on a
proposed settlement. This was illustrated in March 2004 in a fuel reconciliation
proceeding, which is a part of the stranded cost proceeding, when the
Administrative Law Judge recommended that certain fuel costs be disallowed.
Under current accounting rules, CenterPoint established a reserve for this
amount in its 2003 financial


         Although CenterPoint cannot predict at this time that these events will
impact its ability to pay dividends from current earnings, maintaining a
predictable dividend stream is an important indicator of the financial health
and prospects for a regulated business like CenterPoint. Thus it is important
that the dividend stream not be unnecessarily subject to disruption or
uncertainty from the events that represent the culmination of the deregulation
process that Texas has implemented.

         This request to pay dividends from the surplus account is not sought to
mask the problems of a "troubled" company. It stems from the combined effects on
CenterPoint of the distribution of Reliant Resources and the completion of an
orderly regulatory process undertaken to comply with Texas' restructuring of the
electric utility industry. Since its restructuring in the fall of 2003,
CenterPoint has reported sound earnings from its continuing operations. It has
refinanced the $4.7 billion in bank debt it had when it separated from Reliant
Resources. CenterPoint has re-shaped its debt through over $3.9 billion in
capital markets transactions undertaken during 2003 in order to reduce reliance
on bank debt, extend maturity dates and, in certain instances, to lower
borrowing costs. Nor does the current level of dividend payments by CenterPoint
reflect any wasting of capital necessary for the viability of the business. An
analysis of CenterPoint's capital account through 2007, which has been submitted
confidentially to the Commission, shows ongoing growth in CenterPoint's retained
earnings throughout the period, if the potential impact from regulatory
proceedings and the sale of Texas Genco are excluded.(10) Rather, CenterPoint's
long-term capital structure will be enhanced by the proceeds expected from those
events. Although there can be no assurances, on the basis of current projections
and assumptions, CenterPoint continues to expect to achieve a minimum of 30%
consolidated equity capitalization net of securitization debt by the end of

         The requested authority to pay dividends from its capital surplus
account, even if CenterPoint's current earnings are impacted by events as
discussed above, is intended to help to ensure the long-term stability of the
holding company and its utility businesses. In these circumstances, if
CenterPoint were unable to pay its current dividend, or if its payment were
delayed by the need to obtain Commission approval before such payment, the
investment community might interpret that situation to be an evidence of
instability, perhaps ultimately


statements prior to the final Texas Utility Commission determination in the
proceeding. This scenario could be repeated at any time as the other elements of
the stranded cost proceeding are completed.

    (10) Filed with this Application as Exhibit E-19 is a confidential analysis
detailing the projected balances in the various components of CenterPoint's
equity accounts during the period from September 2002 through 2007. These
projections, which are consistent with confidential projections previously
provided, have been based on expectations as to the timing and possible
financial impact from the outcome of the Genco monetization and the stranded
cost true up proceedings. Obviously, the actual results will differ, since a
number of inputs to this analysis, such as the market value of Texas Genco and
the amount of any disallowance resulting from the true up proceeding, cannot be
known at this time.


leading to higher costs of capital for CenterPoint and its rate payers.
CenterPoint's dividend yield and payout are broadly in line with other utilities
that pay dividends. Any reduction, elimination or delay of a dividend could have
a negative impact on the share price of CenterPoint's common stock and thus
adversely affect CenterPoint's current shareholders. Investors look to companies
such as CenterPoint for steady, predictable dividends. These investors are not
looking for volatility and so, any suggestion that CenterPoint might be required
to pass a dividend would be viewed with concern by investors and rating
agencies. As the Commission is aware, CenterPoint has devoted significant time
and resources over the past eighteen months to stabilize the financial condition
of the system and to emerge from the difficulties associated with its former
unregulated operations. Now, as CenterPoint is moving into the final stages of
the Texas regulatory process, it is critical that the company preserve the
investor confidence it has worked so hard to develop.

         The Commission has previously considered the circumstances that give
rise to the instant request. In its 2002 order approving the separation of
CenterPoint's regulated and unregulated businesses, the Commission acknowledged
that the accounting consequences of the Distribution could result in the need
for CenterPoint to pay dividends out of capital or unearned surplus:

         As a result of the accounting treatment for the Electric Restructuring,
         New REI and the Subsidiaries request authority to declare and pay
         dividends out of capital or unearned surplus. Depending on the market
         value of Reliant Resources at the time of the Distribution, New REI may
         initially have zero or negative retained earnings. In such event, New
         REI requests authority to pay dividends up to $200 million through the
         Authorization Period. Again, solely as a result of the accounting
         treatment for the Electric Restructuring, Texas Genco LP, the T&D
         Utility and GasCo may require authority to pay dividends through the
         Authorization Period in amounts not to exceed $100 million, $200
         million and $100 million, respectively, provided that no Utility
         Subsidiary would declare or pay a dividend if the effect would be to
         reduce the Common Equity Percentage of such company below 30%. The
         Commission has granted similar authority in recognition of the effect
         of the purchase method of accounting in connection with mergers and
         acquisitions. See, e.g., National Grid Group plc, Holding Co. Act
         Release No. 27154 (March 15, 2000).

Reliant Energy, Inc, Holding Co. Act Release No. 27548 (July 5, 2002) (emphasis
added). The National Grid decision was the first in a series of decisions in
which the Commission granted relief in respect of a Section 12(c) issue that
arose solely as a result of a GAAP-required accounting treatment which did not
affect the cash flow of the subject company. See, e.g., E.ON AG, Holding Co. Act
Release No. 27539 (June 14, 2002); Exelon Corporation, Holding Co. Act Release
No. 27549 (Oct. 20, 2002); KeySpan Corporation, Holding Co. Act Release No.
27272 (Nov. 8, 2000). Accounting cases, such as the instant matter, can be
readily distinguished from the "distress" cases such as Eastern Utilities
Associates, Holding Co. Act Release No. 25330


(June 13, 1991), in which the Commission authorized Eastern Utilities Associate
("EUA") to pay dividends out of capital and/or unearned surplus. The Commission
noted, among other things, that EUA had incurred losses from a failed investment
in the Seabrook Nuclear Power Generation Project. The Commission in that
instance determined that EUA had a "long and generally favorable history of
prior earnings", "its current earnings will be sufficient to support its 1991
forecasted dividend", EUA's "current cash position is adequate", and "its
projected cash position after paying the proposed 1991 dividends should and
continue to be adequate to meet the demands of the operating utility companies."

         Further, as noted above, the Commission has previously granted
authorization to pay dividends out of capital or unearned surplus in analogous
circumstances. See Conectiv, supra, in which the Commission granted dividend
authority in "exceptional circumstances, specifically, a one-time writedown of
assets mandated by state commission orders restructuring the generation sector
of the electric utility industry to introduce competition to the retail supply
of electricity."

         CenterPoint believes that the payment of dividends, consistent with its
current dividend policy, is appropriate and in the best interests of CenterPoint
and its security holders. Therefore, CenterPoint requests the Commission to
release jurisdiction over payment of dividends out of its capital surplus
account to the extent necessary to permit continuation of the dividend payments
at current levels if, solely as a result of the impacts of events that are
expected to occur in 2004 as a result of its restructuring plan approved by the
Texas Utility Commission, current earnings would not then be available for that
dividend payment. Such dividend payments would not exceed the current dividend
level of $0.10 per share of common stock, or approximately $31 million in any
one quarter.

         CenterPoint respectfully submits that the request in this Application
for the payment of dividends out of capital meets the standards of the Act.


         The fees, commissions and expenses paid or incurred or to be incurred
in connection with this Amendment are estimated to be $20,000, plus the fees
paid in connection with the proposed refunding transactions.


A.   Applicable Provisions

         Sections 6(a) and 7 of the Act and Rule 54 thereunder are considered
applicable to the proposed transactions. To the extent that the proposed
transactions are considered by the Commission to require authorizations,
exemption or approval under any section of the Act or the rules and regulations
thereunder other than those set forth above, request for such authorization,
exemption or approval is hereby made.



         The proposed transactions are subject to Rule 54 under the Act, which
refers to Rule 53. Rule 54 under the Act provides that in determining whether to
approve certain transactions other than those involving exempt wholesale
generators ("EWGs") or foreign utility companies ("FUCOs"), as defined in the
Act, the Commission will not consider the effect of the capitalization or
earnings of any Subsidiary which is an EWG or FUCO if Rule 53(a), (b) and (c)
under the Act are satisfied. CenterPoint has qualified Texas Genco, LP as an EWG
but does not intend to seek any long-term financing authority in connection

         As a result of the Restructuring authorized in the order dated July 5,
2002 (HCAR No. 27548 (the "July Order")) (as such term is defined in the July
Order), CenterPoint had negative retained earnings as of December 31, 2002, and
so is not in compliance with Rule 53(a)(1). CenterPoint complies with, and will
continue to comply with, the record-keeping requirements of Rule 53(a)(2) under
the Act, the limitation under Rule 53(a)(3) under the Act on the use of domestic
public-utility company personnel to render services to EWGs and FUCOs, and the
requirements of Rule 53(a)(4) under the Act concerning the submission of copies
of certain filings under the Act to retail regulatory commissions. Further, none
of the circumstances described in Rule 53(b) under the Act has occurred or is
continuing. Rule 53(c) under the Act is by its terms inapplicable to the
transactions proposed herein that do not involve the issue and sale of
securities (including guarantees) to finance an acquisition of an EWG or FUCO.


         No state or federal commission other than the Commission has
jurisdiction with respect to any of the proposed transactions described in this


         The Applicants request that the Commission's order be issued as soon as
possible, and that there should not be a 30-day waiting period between issuance
of the Commission's order and the date on which the order is to become
effective. The Applicants hereby waive a recommended decision by a hearing
officer or any other responsible officer of the Commission and consent that the
Division of Investment Management may assist in the preparation of the
Commission's decision and/or order, unless the Division opposes the matters
proposed herein.



G-31 Memorandum (filed pursuant to request for confidential treatment).


B.    Financial STATEMENTS.

FS-2 Consolidated Balance Sheets of CenterPoint as of December 31, 2003 and
Statements of Consolidated Income and Statements of Consolidated Cash Flows for
the nine months ended December 31, 2003 (incorporated by reference to
CenterPoint's Annual Report on Form 10-K for the year ended December 31, 2003
(File No. 1-31447)).

FS-13 CenterPoint consolidated financials (forecasts through 2007) (previously
filed in connection herewith with a request for confidential treatment).

FS-18 CenterPoint equity percentages (forecasts through 2007) (previously filed
in connection herewith with a request for confidential treatment).

FS-19 CenterPoint analysis of equity component balances through 2007 (previously
filed in connection herewith with a request for confidential treatment).


         The proposed transaction involves neither a "major federal action" nor
"significantly affects the quality of the human environment" as those terms are
used in Section 102(2)(C) of the National Environmental Policy Act, 42 U.S.C.
Sec. 4321 et seq. No federal agency is preparing an environmental impact
statement with respect to this matter.


         Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the Applicants have duly caused this Amendment to be signed
on their behalf by the undersigned thereunto duly authorized.

Date: May 6, 2004

and its Subsidiaries

By: /s/ Rufus S. Scott
    Rufus S. Scott
    Vice President, Deputy General Counsel and Assistant Corporate Secretary
    CenterPoint Energy, Inc.