December 21, 2006

Via Facsimile ((713) 229-7734) and U.S. Mail

Gerald M. Spedale, Esq.
Baker Botts L.L.P.
One Shell Plaza
910 Louisiana
Houston, TX  77002

Re:	CenterPoint Energy, Inc.
	Schedule TO-I filed December 14, 2006
	SEC File No. 005-78797

Dear Mr. Spedale:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
Because your filings are similar, we have issued comments that are
applicable to all three filings, unless the comment specifies
otherwise.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Company Notice

Cover page
1. Because the offer expires at 5:00 p.m. instead of midnight on
what
is the twentieth business day following commencement, it appears
that
the offer is open for less than the full twenty business days.
Please make the necessary revisions in the offer document,
purchase
notice and related documents to comply with Rule 13e4-(f)(1)(i).
See
Question and Answer 8 in Exchange Act Release No. 16623 (March 5,
1980).

Right of Withdrawal, page 10
2. We note that the right of withdrawal for securities that are
not
accepted for payment extends to expiration of the offer.  Please
revise to disclose the additional withdrawal rights required by
Rule
13e-4(f)(2)(ii).

Interests of Directors, Executive Officers, page 11
3. Please tell us why you need to qualify your disclosure "to your
knowledge."  What prevents you from knowing and disclosing this
information?  Please explain or delete the qualifier.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
bidder and its management are in possession of all facts relating
to
the company`s disclosure, they are responsible for the accuracy
and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the bidder acknowledging that:

* the bidder is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the bidder may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3619.  You
may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.


						Sincerely,



						Daniel F. Duchovny
						Special Counsel
						Office of Mergers and Acquisitions

Gerald M. Spedale, Esq.
Baker Botts L.L.P.
December 21, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE