UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

CENTERPOINT ENERGY TRANSITION BOND COMPANY II, LLC

(Exact name of registrant as specified in its charter)

Delaware		333-121505		59-3790472
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				Identification No.)

1111 Louisiana, Suite 4655B
Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (713) 207-5222

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01 Other Events.

     In connection with the February 1, 2010 payment date for its Senior Secured Transition Bonds, Series A (the “Bonds”), CenterPoint Energy Transition Bond Company II, LLC (the “Company”) paid all interest then due on the Bonds and the scheduled principal payment of $63,182,959 on the Bonds in Tranche A-2.

     After giving effect to all payments made in connection with the February 1 payment date, the Capital Subaccount had a balance of $7.6 million, which is less than the targeted level of $9.3 million, and the Excess Funds Subaccount had a balance of $-0-. CenterPoint Energy Houston Electric, LLC, the servicer of the Bonds (“CenterPoint Houston”), is required to true-up transition charges annually in compliance with the financing order authorizing the imposition of the transition charges. CenterPoint Houston’s most recent true-up filing to adjust transition charges, which took into consideration the February 1, 2010, August 1, 2010 and February 1, 2011 payment dates, provided for adjusted transition charges which became effective on December 1, 2009. Such true-up filing anticipated the use of funds from the Capital Subaccount for the scheduled payments of principal and interest on the February 1, 2010 payment date and projected that transition charge collections would be sufficient for the scheduled payments of principal and interest on the August 1, 2010 and February 1, 2011 payment dates and to replenish the Capital Subaccount to its targeted level on February 1, 2011.

     After giving effect to the principal payment set forth above, the outstanding principal balance and the interest rate for each tranche of the Bonds are as follows:

		Outstanding Principal
Tranche		Balance				Interest Rate
A-1		$	0.00				4.840	%
A-2		$	253,934,484				4.970	%
A-3		$	252,000,000				5.090	%
A-4		$	519,000,000				5.170	%
A-5		$	462,000,000				5.302	%

     Each outstanding tranche of the Bonds continues to be rated Aaa/AAA/AAA by Moody’s Investors Service, Inc., Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business, and Fitch, Inc., respectively. A security rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time by the rating agency. Each rating should be evaluated independently of any other rating. No person is obligated to maintain its rating on the Bonds, and accordingly, we cannot assure you that a rating assigned to any tranche of the Bonds upon initial issuance will not be revised or withdrawn by a rating agency at any time thereafter. If a rating of any tranche of the Bonds is revised or withdrawn, the liquidity of that tranche may be adversely affected. In general, ratings address credit risk and do not represent any assessment of the likelihood of any particular level of principal payments on the Bonds other than payment in full of each tranche of the Bonds by the applicable final maturity date, as well as the timely payment of interest.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

     The Company has included as Exhibit 99.1 to this Current Report on Form 8-K the Semiannual Servicer’s Certificate, dated January 28, 2010, transmitted by CenterPoint Houston, the servicer of the Bonds, to Deutsche Bank Trust Company Americas, the Paying Agent for the Bonds, in connection with the February 1, 2010 payment date for the Bonds. The information on this Exhibit is hereby incorporated by reference into this Current Report on Form 8-K.

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EXHIBIT INDEX

Exhibit Number		Exhibit Description
99.1		Semiannual Servicer’s Certificate, dated as of January 28, 2010, as to the transition bond balances, the balances of the collection account and its sub-accounts, and setting forth transfers and payments to be made on the February 1, 2010 payment date.

Exhibit 99.1

Semiannual Servicer’s Certificate
CenterPoint Energy Transition Bond Company II, LLC
$1,851,000,000 Series A Transition Bonds

Pursuant to Section 6 of Annex 1 to the Transition Property Servicing Agreement (the “Agreement”), dated as of December 16, 2005, between
CenterPoint Energy Houston Electric, LLC, as Servicer, and CenterPoint Energy Transition Bond Company II, LLC, as Issuer,
the Servicer does hereby certify as follows:

Capitalized terms used in this Semiannual Servicer’s Certificate have their respective meanings as
set forth in the Agreement. References herein to certain sections and subsections are references
to the respective sections and subsections of the Agreement.

Collection Periods: July 31, 2009 through January 28, 2010
Payment Date: February 1, 2010
Today’s Date: January 28, 2010

1. Collections Allocable and Aggregate Amounts Available for Current Payment Date:

i.		Remittances for the July 31, 2009 Collection Period			1,010,552.98
ii.		Remittances for the August 1 through 31, 2009 Collection Period			18,438,136.65
iii.		Remittances for the September 1 through 30, 2009 Collection Period			21,089,902.03
iv.		Remittances for the October 1 through 31, 2009 Collection Period			19,126,487.65
v.		Remittances for the November 1 through 30, 2009 Collection Period			14,730,689.78
vi.		Remittances for the December 1 through 31, 2009 Collection Period			15,864,374.82
vii.		Remittances for the January 1 through 28, 2010 Collection Period			11,468,605.88
viii.		Net Earnings on Collection Account						[through 12/31/09]
		General Subaccount			43,233.51
		Capital Subaccount			280,997.17
		Excess Funds Subaccount			649.33
ix.		General Subaccount Balance (sum of i through viii above)			102,053,629.80
x.		Excess Funds Subaccount Balance as of Prior Payment Date			20,985.41
xi.		Capital Subaccount Balance as of Prior Payment Date (1)			9,255,000.00
xii.		Collection Account Balance (sum of ix through xi above)			111,329,615.21

2. Outstanding Amounts as of Prior Payment Date:

i.		Tranche A-1 Principal Balance			0.00
ii.		Tranche A-2 Principal Balance			317,117,443.00
iii.		Tranche A-3 Principal Balance			252,000,000.00
iv.		Tranche A-4 Principal Balance			519,000,000.00
v.		Tranche A-5 Principal Balance			462,000,000.00
vi.		Aggregate Principal Balance of all Series A Transition Bonds			1,550,117,443.00

3. Required Funding/Payments as of Current Payment Date:

				Projected
				Principal				Semiannual
				Balance				Principal Due
		Series A Principal
i.		Tranche A-1			0.00				0.00
ii.		Tranche A-2			253,934,484.00				63,182,959.00
iii.		Tranche A-3			252,000,000.00				0.00
iv.		Tranche A-4			519,000,000.00				0.00
v.		Tranche A-5			462,000,000.00				0.00
vi.		For all Series A Transition Bonds			1,486,934,484.00				63,182,959.00

				Transition				Days in
				Bond				Interest
				Interest Rate				Period (1)				Interest Due
vii.		Required Tranche A-1 Interest			4.840	%			180				0.00
viii.		Required Tranche A-2 Interest			4.970	%			180				7,880,368.46
ix.		Required Tranche A-3 Interest			5.090	%			180				6,413,400.00
x.		Required Tranche A-4 Interest			5.170	%			180				13,416,150.00
xi.		Required Tranche A-5 Interest			5.302	%			180				12,247,620.00

								Funding
				Required Level				Required
xii.		Capital Subaccount			9,255,000.00				0.00

4. Allocation of Remittances as of Current Payment Date Pursuant to Section 8.02(d) of Indenture:

i.		Trustee Fees and Expenses			0.00
ii.		Servicing Fee			462,750.00	(1)
iii.		Administration Fee and Independent Managers Fee			52,500.00	(2)
iv.		Operating Expenses			67,163.90	(3)
v.		Semiannual Interest (including any past-due Semiannual Interest for prior periods)

								Per 1,000
								of Original
				Aggregate				Principal Amount
		Series A
		1. Tranche A-1 Interest Payment			0.00				0.00
		2. Tranche A-2 Interest Payment			7,880,368.46				21.41
		3. Tranche A-3 Interest Payment			6,413,400.00				25.45
		4. Tranche A-4 Interest Payment			13,416,150.00				25.85
		5. Tranche A-5 Interest Payment			12,247,620.00				26.51
vi.		Principal Due and Payable as a result of (A) Event of Default or (B) on Final Maturity Date

								Per 1,000
								of Original
				Aggregate				Principal Amount
		Series A
		1. Tranche A-1 Principal Payment			0.00				0.00
		2. Tranche A-2 Principal Payment			0.00				0.00
		3. Tranche A-3 Principal Payment			0.00				0.00
		4. Tranche A-4 Principal Payment			0.00				0.00
		5. Tranche A-5 Principal Payment			0.00				0.00
		(C) Principal Scheduled to be Paid on Current Payment Date

								Per 1,000
								of Original
				Aggregate				Principal Amount
		Series A
		1. Tranche A-1 Principal Payment			0.00				0.00
		2. Tranche A-2 Principal Payment			63,182,959.00				171.69
		3. Tranche A-3 Principal Payment			0.00				0.00
		4. Tranche A-4 Principal Payment			0.00				0.00
		5. Tranche A-5 Principal Payment			0.00				0.00
vii.		Amounts Payable to Credit Enhancement Providers (if applicable)			N/A
viii.		Operating Expenses not Paid under Clause (iv) above			0.00
ix.		Funding of Capital Subaccount			0.00
x.		Net Earnings in Capital Subaccount Released to Issuer			0.00
xi.		Deposit to Excess Funds Subaccount			0.00
xii.		Released to Issuer upon Series Retirement: Collection Account			0.00
xiii.		Aggregate Remittances as of Current Payment Date			103,722,911.36

5. Subaccount Withdrawals as of Current Payment Date
(if applicable, pursuant to Section 8.02(d) of Indenture):

i.		Excess Funds Subaccount (available for 4.i. through 4.ix.)			20,985.41
ii.		Capital Subaccount (available for 4.i. through 4.viii.)			1,648,296.15
iii.		Total Withdrawals			1,669,281.56

6. Outstanding Amounts and Collection Account Balance as of Current Payment Date
(after giving effect to payments to be made on such Payment Date):

		Series A
i.		Tranche A-1 Principal Balance			0.00
ii.		Tranche A-2 Principal Balance			253,934,484.00
iii.		Tranche A-3 Principal Balance			252,000,000.00
iv.		Tranche A-4 Principal Balance			519,000,000.00
v.		Tranche A-5 Principal Balance			462,000,000.00
vi.		Aggregate Principal Balance for all Series A Transition Bonds			1,486,934,484.00
vii.		Excess Funds Subaccount Balance			0.00
viii.		Capital Subaccount Balance			7,606,703.85
ix.		Aggregate Collection Account Balance			7,606,703.85

7. Shortfalls In Interest and Principal Payments as of Current Payment Date
(after giving effect to payments to be made on such Payment Date):

i.		Semiannual Interest
		Series A
		1. Tranche A-1 Bond Interest Payment			0.00
		2. Tranche A-2 Bond Interest Payment			0.00
		3. Tranche A-3 Bond Interest Payment			0.00
		4. Tranche A-4 Bond Interest Payment			0.00
		5. Tranche A-5 Bond Interest Payment			0.00
ii.		Semiannual Principal
		Series A
		1. Tranche A-1 Principal Payment			0.00
		2. Tranche A-2 Principal Payment			0.00
		3. Tranche A-3 Principal Payment			0.00
		4. Tranche A-4 Principal Payment			0.00
		5. Tranche A-5 Principal Payment			0.00

8. Shortfall in Required Subaccount Level as of Current Payment Date
(after giving effect to payments to be made on such Payment Date):

i.		Capital Subaccount			1,648,296.15