UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

CENTERPOINT ENERGY RESOURCES CORP.

(a wholly owned subsidiary of CenterPoint Energy, Inc.)
(Exact name of registrant as specified in its charter)

Delaware		76-0511406
(State of incorporation or organization)		(I.R.S. Employer Identification No.)
1111 Louisiana
Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which
to be so registered		each class is to be registered
6.625% Senior Notes due 2037		New York Stock Exchange

     If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. þ

     If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

     Securities Act registration statement file number to which this form relates: _________ (if applicable).

     Securities to be registered pursuant to Section 12(g) of the Act:

 

 

ITEM 1. Description of Registrant’s Securities to be Registered.

     The class of securities to be registered hereby is the 6.625% Senior Notes due 2037 (the “Notes”) of CenterPoint Energy Resources Corp., a Delaware corporation (the “Company”). A description of the Notes is set forth in the Registration Statement on Form S-3 of the Company (Registration No. 333-145223) filed with the Securities and Exchange Commission (the “Commission”) on August 8, 2007, and declared effective by the Commission on August 20, 2007 (the “Registration Statement”), the Prospectus relating thereto dated August 20, 2007 and the Prospectus Supplement to the Prospectus dated October 18, 2007 and filed with the Commission on October 19, 2007 pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended (the “Securities Act”), which description is incorporated herein by reference. Any form of prospectus or prospectus supplement that includes such description that is subsequently filed by the Company as part of an amendment to the Registration Statement or otherwise pursuant to Rule 424(b) under the Securities Act is hereby incorporated by reference herein.

ITEM 2. Exhibits.

The following exhibits are incorporated herein by reference.

				SEC FILE OR		REGISTRATION
				REGISTRATION NUMBER		STATEMENT OR REPORT		EXHIBIT NUMBER
(1)		Indenture, dated as of February 1, 1998, between Reliant Energy Resources Corp. and Chase Bank of Texas, National Association, as Trustee		1-13265		Form 8-K dated February 5, 1998			4.1
(2)		Supplemental Indenture No. 12 dated as of October 23, 2007, providing for the issuance of CERC Corp.’s 6.625% Senior Notes due 2037		1-31447		CNP’s Form 10-Q for quarter ended September 30, 2007			4.9
(3)		Form of 2037 Note (Included in Exhibit 2)		1-31447		CNP’s Form 10-Q for quarter ended September 30, 2007			4.9

SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.