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, 2011 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 $67,499,154 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 approximately $9.3 million, which is the targeted level of the Capital Subaccount, and the Excess Funds Subaccount had a balance of approximately $5.6 million.

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

		Outstanding Principal
Tranche		Balance				Interest Rate
A-2		$	139,554,687				4.970	%
A-3		$	252,000,000				5.090	%
A-4		$	519,000,000				5.170	%
A-5		$	462,000,000				5.302	%

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, 2011, transmitted by CenterPoint Energy Houston Electric, LLC, the servicer of the Bonds, to Deutsche Bank Trust Company Americas, the Paying Agent for the Bonds, in connection with the February 1, 2011 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, 2011, 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, 2011 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 30, 2010 through January 28, 2011
Payment Date: February 1, 2011
Today’s Date: January 28, 2011

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

i.		Remittances for the July 30 through 31, 2010 Collection Period			717,977.98
ii.		Remittances for the August 1 through 31, 2010 Collection Period			20,326,735.22
iii.		Remittances for the September 1 through 30, 2010 Collection Period			21,058,394.92
iv.		Remittances for the October 1 through 31, 2010 Collection Period			19,986,446.72
v.		Remittances for the November 1 through 30, 2010 Collection Period			17,044,003.42
vi.		Remittances for the December 1 through 31, 2010 Collection Period			15,809,663.10
vii.		Remittances for the January 1 through 28, 2011 Collection Period			13,216,953.00
viii.		Net Earnings on Collection Account						[through 12/31/10]
		General Subaccount			40,748.29
		Capital Subaccount			6,958.45
		Excess Funds Subaccount			1,669.03
ix.		General Subaccount Balance (sum of i through viii above)			108,209,550.13
x.		Excess Funds Subaccount Balance as of Prior Payment Date			2,665,636.27
xi.		Capital Subaccount Balance as of Prior Payment Date			9,255,000.00
xii.		Collection Account Balance (sum of ix through xi above)			120,130,186.40

2. Outstanding Amounts as of Prior Payment Date:

i.		Tranche A-1 Principal Balance			0.00
ii.		Tranche A-2 Principal Balance			207,053,841.00
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			1,440,053,841.00

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

				Projected
				Principal				Semiannual
		Series A Principal		Balance				Principal Due
i.		Tranche A-1			0.00				0.00
ii.		Tranche A-2			139,554,687.00				67,499,154.00
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			1,372,554,687.00				67,499,154.00

				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				5,145,287.95
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
		(1) On 30/360 Day basis.

								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			54,857.05	(3)
v.		Semiannual Interest (including any past-due Semiannual Interest for prior periods)

							Per 1,000
							of Original
	Series A		Aggregate				Principal Amount
	1. Tranche A-1 Interest Payment			0.00				0.00
	2. Tranche A-2 Interest Payment			5,145,287.95				13.98
	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
	Series A		Aggregate				Principal Amount
	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
		Series A		Aggregate				Principal Amount
		1. Tranche A-1 Principal Payment			0.00				0.00
		2. Tranche A-2 Principal Payment			67,499,154.00				183.42
		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			6,958.45
xi.		Deposit to Excess Funds Subaccount			2,910,872.68
xii.		Released to Issuer upon Series Retirement: Collection Account			0.00
xiii.		Aggregate Remittances as of Current Payment Date			108,209,550.13

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.)			0.00
ii.		Capital Subaccount (available for 4.i. through 4.viii.)			0.00
iii.		Total Withdrawals			0.00

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			139,554,687.00
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			1,372,554,687.00
vii.		Excess Funds Subaccount Balance			5,576,508.95
viii.		Capital Subaccount Balance			9,255,000.00
ix.		Aggregate Collection Account Balance			14,831,508.95

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			0.00

IN WITNESS HEREOF, the undersigned has duly executed and delivered this Semiannual Servicer’s Certificate this 28th day of January, 2011.

CENTERPOINT ENERGY HOUSTON
ELECTRIC, LLC, as Servicer