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As filed with the Securities and Exchange
    Commission on June 29, 2011
 
 
 Registration No. 333-174322
 
 
   UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C. 20549
   
  Amendment No. 1 to
 
 Form S-4
 REGISTRATION STATEMENT
 UNDER
 THE SECURITIES ACT OF 1933
    CenterPoint Energy Resources
    Corp.
 (Exact name of registrant as
    specified in its charter)
 Delaware

4911

76-0511406(State or other jurisdiction
    of
    incorporation or organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification No.)     1111 Louisiana
 Houston, Texas 77002
 (713) 207-1111
  (Address,
    including zip code, and telephone number,
    including area code, of registrants principal executive
    offices)
  Rufus S. Scott
 Senior Vice President, Deputy
    General Counsel and Assistant Corporate Secretary
 1111 Louisiana
 Houston, Texas 77002
 (713) 207-1111
 (Name, address, including zip
    code, and telephone number, including area code, of agent for
    service)
  Copies to:
 Gerald M. Spedale
    Baker Botts L.L.P.
    One Shell Plaza
    910 Louisiana
    Houston, Texas
    77002-4995(713) 229-1234      Approximate date of commencement of proposed sale to the
    public:
  o
  o
  o
    Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ

Smaller reporting
    company o(Do not check if a smaller
    reporting company)     o
 o
 
  The registrant hereby amends this registration statement on
    such date or dates as may be necessary to delay its effective
    date until the registrant shall file a further amendment which
    specifically states that this registration statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until this registration
    statement shall become effective on such date as the Commission,
    acting pursuant to said Section 8(a), may determine.




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The
information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell nor does it
seek an offer to buy these securities in any jurisdiction where
the offer or sale is not permitted.


Subject to Completion, dated
    June 29, 2011
 
    $892,998,000
  
  CenterPoint Energy Resources
    Corp.
 Offer to Exchange
  4.50% Senior Notes due 2021, Series B
    for all outstanding

5.85% Senior Notes due 2041, Series B
    for all outstanding4.50% Senior Notes due 2021, Series A

5.85% Senior Notes due 2041, Series A       
    This exchange offer will expire at 5:00 p.m., New York City
    time,
    on          ,
    2011, unless extended (the expiration date).
    All Original Notes that are validly tendered, and not validly
    withdrawn, will be exchanged. You should carefully review the
    procedures for tendering the Original Notes beginning on
    page 17 of this prospectus.
    You may validly withdraw tenders of Original Notes at any time
    before the expiration of this exchange offer.
    If you fail to tender your Original Notes, you will continue to
    hold unregistered, restricted securities, and your ability to
    transfer them could be adversely affected.
    The exchange of Original Notes for Exchange Notes will not be a
    taxable event for United States federal income tax purposes.
    Original Notes may be exchanged for Exchange Notes only in
    minimum denominations of $2,000 and integral multiples of $1,000.
    We will not receive any proceeds from this exchange offer.
    No public trading market currently exists for the Exchange
    Notes. The Exchange Notes will not be listed on any national
    securities exchange, and, therefore, an active public trading
    market is not anticipated.
    The Exchange Notes will be issued under the same indenture as
    the Original Notes.          See Risk Factors beginning on page 8 for a
    discussion of factors that you should consider in connection
    with participating in this exchange offer.
      Neither the Securities and Exchange Commission (the
    SEC) nor any state securities commission has
    approved or disapproved of these securities or passed upon the
    adequacy or accuracy of this prospectus. Any representation to
    the contrary is a criminal offense.
  YOU SHOULD READ THIS ENTIRE DOCUMENT AND THE ACCOMPANYING
    LETTER OF TRANSMITTAL AND RELATED DOCUMENTS AND ANY AMENDMENTS
    OR SUPPLEMENTS CAREFULLY BEFORE MAKING YOUR DECISION TO
    PARTICIPATE IN THIS EXCHANGE OFFER.




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TABLE OF
    CONTENTS
   
  
 PageSUMMARY


1RISK FACTORS


8CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
    INFORMATION


10WHERE YOU CAN FIND MORE INFORMATION


12INCORPORATION BY REFERENCE


12USE OF PROCEEDS


13THE EXCHANGE OFFER


13DESCRIPTION OF THE EXCHANGE NOTES


23REGISTRATION RIGHTS


37BOOK-ENTRY SYSTEM


40CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS


42PLAN OF DISTRIBUTION


47LEGAL MATTERS


48EXPERTS


48EX-5.1EX-23.1EX-99.1  
       CenterPoint
    Energy Resources Corp.c/o CenterPoint
    Energy, Inc.
    Attn: Investor Relations
    P.O. Box 4567
    Houston, Texas
    77210-4567(713) 207-6500
  To ensure timely delivery of any of our filings, agreements
    or other documents, you must make your request to us no later
    than          ,
    2011, which is five business days before the exchange offer will
    expire at 5:00 p.m., New York City time,
    on          ,
    2011.




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SUMMARY  This summary highlights information from this prospectus. It
    is not complete and may not contain all of the information that
    you should consider before making your decision whether to
    tender your Original Notes for exchange. We encourage you to
    read this prospectus and the documents incorporated by reference
    in their entirety before making a decision to participate in
    this exchange offer, including the information set forth under
    the heading Risk Factors. Unless the context clearly
    indicates otherwise, references in this prospectus to
    we, us, our, or other
    similar terms mean CenterPoint Energy Resources Corp. and its
    subsidiaries, and references to CenterPoint Energy
    mean our indirect parent, CenterPoint Energy, Inc.
  CenterPoint
    Energy Resources Corp.
  General
    713-207-1111).
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Summary
    of the Terms of the Exchange Offer
              The Exchange Offer
    
    We are offering to exchange up to $592,998,000 in aggregate principal amount of
    Exchange 2021 Notes for the same aggregate principal amount of
    Original 2021 Notes, and $300,000,000 in aggregate principal amount of
    Exchange 2041 Notes for the same aggregate principal amount of
    Original 2041 Notes,properly tendered and not validly withdrawn before the
    expiration date. This exchange offer consists of separate,
    independent offers for each series of Original Notes. Original
    Notes tendered must be in minimum denominations of $2,000 and
    integral multiples of $1,000, with an equal principal amount of
    Exchanges Notes to be exchanged for Original Notes surrendered.
    The terms of each series of Exchange Notes are identical in all
    material respects to those of the Original Notes for which they
    may be exchanged except the Exchange Notes have been registered
    under the Securities Act and will not contain provisions with
    respect to transfer restrictions, registration rights or
    additional interest. The Exchange Notes of a series will vote
    together with the outstanding Original Notes of that series not
    exchanged on all matters which the holders of such series of
    Original Notes or Exchange Notes are entitled to vote. We are
    making this exchange offer for all of the Original Notes. Your
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participation in this exchange offer is voluntary, and you
    should carefully consider whether to accept this offer.On the date of this prospectus, $592,998,000 in aggregate
    principal amount of Original 2021 Notes are outstanding and
    $300,000,000 in aggregate principal amount of Original 2041
    Notes are outstanding. Our obligations to accept Original Notes
    for Exchange Notes pursuant to this exchange offer are limited
    by the conditions listed below under
     Conditions to the Exchange Offer.Resale of Exchange Notes
    
    Based on existing interpretations of the Securities Act by the
    Staff of the Division of Corporation Finance of the SEC set
    forth in several no-action letters to third parties and subject
    to certain exceptions described in The Exchange
    Offer  Resale of Exchange Notes, we believe
    that the Exchange Notes to be issued pursuant to this exchange
    offer in exchange for Original Notes may be offered for resale,
    resold and otherwise transferred without further compliance with
    the registration and prospectus delivery requirements of the
    Securities Act.Expiration Date
    
    The exchange offer for each series of Original Notes will expire
    at 5:00 p.m., New York City time,
    on          ,
    2011, unless we have extended the period of time that such
    exchange offer is open. We may extend the expiration date for
    the exchange offer for each series of Original Notes
    independently. Please read The Exchange Offer 
    Expiration Date; Extension; Termination; Amendment for
    more information about an extension of the expiration date.Withdrawal Rights
    
    You may withdraw your tender of Original Notes at any time
    before 5:00 p.m., New York City time, on the expiration
    date. The exchange agent will return the properly withdrawn
    Original Notes promptly following receipt of a notice of
    withdrawal. Please read The Exchange Offer 
    Withdrawal Rights for more information about withdrawing
    tenders.Conditions to the Exchange Offer
    
    We will not be required to accept for exchange, or to issue
    Exchange Notes of a series in exchange for, any Original Notes
    of that series, if: the exchange offer for that series, or the making of
    any exchange by a holder of Original Notes of that series, would
    violate applicable law or any applicable interpretation of the
    Staff of the SEC; or any action or proceeding has been instituted or
    threatened in any court or by or before any governmental agency
    with respect to the exchange offer for that series that, in our
    judgment, would reasonably be expected to impair our ability to
    proceed with the exchange offer.The exchange offer for Original Notes of a series is not
    conditioned upon any minimum aggregate principal amount of
    Original Notes being tendered for exchange or upon the
    consummation of the exchange offer for Original Notes of any
    other series. This exchange offer is subject to customary
    conditions, which we may waive in our sole discretion. Please
    read The Exchange Offer 
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Conditions to the Exchange Offer for more information
    about the conditions to this exchange offer.Procedures for Tendering Original Notes
    
    In order for Original Notes to be validly tendered pursuant to
    this exchange offer, either on or prior to the expiration date, a properly completed and
    duly executed letter of transmittal or an electronic message
    agreeing to be bound by the letter of transmittal properly
    transmitted through DTCs Automated Tender Offer Program
    for a book-entry transfer, with any required signature
    guarantees and any other required documents, must be received by
    the exchange agent and tendered Original Notes must
    be received by the exchange agent, or such Original Notes must
    be tendered pursuant to the procedures for book-entry transfer,
    or the guaranteed delivery procedures set forth under
    The Exchange Offer  Procedures for Tendering
    Original Notes  Guaranteed Delivery must be
    complied with.Please read The Exchange Offer  Procedures for
    Tendering Original Notes for more information on the
    procedures for tendering Original Notes.Beneficial Owners
    
    Any beneficial owner of Original Notes that are held by or
    registered in the name of a broker, dealer, commercial bank,
    trust company or other nominee is urged to contact such entity
    promptly if such beneficial holder wishes to participate in this
    exchange offer.Guaranteed Delivery
    
    If a holder desires to tender Original Notes pursuant to this
    exchange offer and the certificates for such Original Notes are
    not immediately available or time will not permit all required
    documents to reach the exchange agent before the expiration
    date, or the procedures for book-entry transfer cannot be
    completed on a timely basis, such Original Notes may
    nevertheless be tendered by following the procedures set forth
    under The Exchange Offer  Procedures for
    Tendering Original Notes  Guaranteed Delivery.Consequences of Failure to Exchange
    
    If you do not exchange your Original Notes for Exchange Notes
    pursuant to this exchange offer, you will continue to be subject
    to the restrictions on transfer of the Original Notes as
    described in the legend on the Original Notes. In general, the
    Original Notes may be offered or sold only if registered under
    the Securities Act, except pursuant to an exemption from, or in
    a transaction not subject to, the Securities Act and applicable
    state securities laws. Other than in connection with this
    exchange offer, we do not currently anticipate that we will
    register the Original Notes under the Securities Act.If you do not tender your Original Notes in this exchange offer,
    you will be entitled to all of the rights and limitations
    applicable to the Original Notes under the indenture, except for
    any rights under the registration rights agreement that by their
    terms end or cease to
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have further effectiveness as a result of the making of this
    exchange offer, including, among others, the right to require us
    to register your Original Notes. Please read The Exchange
    Offer  Consequences of Failure to Exchange.Certain U.S. Federal Income Tax Considerations
    
    The exchange of Original Notes for Exchange Notes will not be a
    taxable event for United States federal income tax purposes.
    Please read Certain U.S. Federal Income Tax
    Considerations.Use of Proceeds
    
    We will not receive any cash proceeds from the issuance of the
    Exchange Notes in this exchange offer.Exchange Agent
    
    The Bank of New York Mellon Trust Company, N.A. is the
    exchange agent for this exchange offer. Any question and
    requests for assistance with respect to accepting or withdrawing
    from the exchange offer, requests for additional copies of this
    prospectus or of the letter of transmittal and requests for the
    notice of guaranteed delivery should be directed to the exchange
    agent. The address and telephone number of the exchange agent
    are set forth in the section captioned The Exchange
    Offer  Exchange Agent.
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Summary
    of the Terms of the Exchange Notes
  Issuer
    
    CenterPoint Energy Resources Corp.Notes Offered
    
    $592,998,000 aggregate principal amount of 4.50% Senior
    Notes due 2021, Series B.$300,000,000 aggregate principal amount of 5.85% Senior
    Notes due 2041, Series B.Interest Payment Dates
    
    January 15 and July 15, beginning on .Maturity Date
    
    January 15, 2021 for the Exchange 2021 Notes.January 15, 2041 for the Exchange 2041 Notes.Ranking
    
    The Exchange Notes will: be general unsecured obligations; rank equally in right of payment with all of our
    other existing and future unsecured and unsubordinated
    indebtedness; and with respect to the assets and earnings of our
    subsidiaries, structurally rank below all of the liabilities of
    our subsidiaries.As of March 31, 2011, our consolidated subsidiaries had no
    outstanding third-party debt. As of March 31, 2011, a
    50 percent owned affiliate of ours had $375 million of
    outstanding third-party debt. See Description of the
    Exchange Notes  Ranking of the Exchange Notes.Significant Covenants
    
    We will issue each series of the Exchange Notes under an
    indenture containing certain restrictive covenants for your
    benefit. Certain of these covenants, which are described under
    Description of the Exchange Notes  Restrictive
    Covenants and are subject to termination as described,
    initially restrict our ability, with some exceptions, to: incur certain debt secured by liens; and engage in sale/leaseback transactions.Such covenants will terminate upon the maturity of our
    7.875% senior notes due 2013 (assuming we incur no
    additional long-term indebtedness that would delay the
    termination).In addition, the indenture restricts our ability to merge,
    consolidate or transfer substantially all of our assets. See
    Description of the Exchange Notes 
    Consolidation, Merger and Sale of Assets.Optional Redemption
    
    We may redeem all or a part of the Exchange Notes at any time
    and from time to time as described under Description of
    the Exchange Notes  Optional Redemption.Lack of Public Market
    
    There is no existing market for either series of the Exchange
    Notes. We cannot provide any assurance about: the liquidity of any markets that may develop for
    either series of the Exchange Notes; your ability to sell the Exchange Notes; or
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 the prices at which you will be able to sell the
    Exchange Notes.Future trading prices of the Exchange Notes will depend on many
    factors, including: prevailing interest rates; our operating results; the ratings of the notes; and the market for similar securities.We do not intend to apply for listing of either series of the
    Exchange Notes on any securities exchange or for quotation of
    either series of the Exchange Notes in any automated dealer
    quotation system.Trustee and Paying Agent
    
    The Bank of New York Mellon Trust Company, N.A. (successor
    to JPMorgan Chase Bank, National Association).Governing Law
    
    The indenture and the Exchange Notes are governed by, and
    construed in accordance with, the laws of the State of New York.Risk Factors
    
    You should consider carefully all the information set forth and
    incorporated by reference in this prospectus and, in particular,
    you should evaluate the specific factors set forth under
    Risk Factors in this prospectus, including, without
    limitation, the information incorporated by reference therein
    from Risk Factors in our Annual Report on
    Form 10-K
    for the year ended December 31, 2010 and in our Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2011, before deciding
    whether to participate in this exchange offer.
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RISK
    FACTORS  You should consider carefully the following information about
    risks, the information identified in Part I, Item 1A
    Risk Factors of our Annual Report on
    Form 10-K
    for the year ended December 31, 2010 (2010
    Form 10-K)
    and in Part II, Item 1A Risk Factors of
    our Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2011 (First Quarter 2011
    Form 10-Q)
    and risks arising from any legal proceedings identified in
    Part I Item 3 Legal Proceedings of our
    2010
    Form 10-K
    and in Part II Item 3 Legal Proceedings of
    our First Quarter 2011
    Form 10-Q,
    together with the other information contained or incorporated by
    reference in this prospectus, before making a decision whether
    to participate in this exchange offer.
  Risks
    Factors Affecting Our Businesses
  Form 10-K Form 10-Q,
  Risk
    Factors Relating to this Exchange Offer and the Exchange
    Notes
  If you
    do not properly tender your Original Notes for Exchange Notes,
    you will continue to hold unregistered notes that are subject to
    transfer restrictions.
      An
    active trading market for the Exchange Notes may not
    develop.
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If you
    are a broker-dealer, your ability to transfer the Exchange Notes
    may be restricted.
   9




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CAUTIONARY
    STATEMENT REGARDING FORWARD-LOOKING INFORMATION   
      
    state and federal legislative and regulatory actions or
    developments relating to the environment, including those
    related to global climate change;
    other state and federal legislative and regulatory actions or
    developments affecting various aspects of our business,
    including, among others, energy deregulation or re-regulation,
    pipeline safety, health care reform, financial reform and tax
    legislation;
    timely and appropriate rate actions and increases, allowing
    recovery of costs and a reasonable return on investment;
    the timing and outcome of any audits, disputes or other
    proceedings related to taxes;
    problems with construction, implementation of necessary
    technology or other issues with respect to major capital
    projects that result in delays or in cost overruns that cannot
    be recouped in rates;
    industrial, commercial and residential growth in our service
    territory and changes in market demand, including the effects of
    energy efficiency measures and demographic patterns;
    the timing and extent of changes in commodity prices,
    particularly natural gas and natural gas liquids, and the
    effects of geographic and seasonal commodity price differentials;
    the timing and extent of changes in the supply of natural gas,
    including supplies available for gathering by our field services
    business and transporting by our interstate pipelines;
    weather variations and other natural phenomena;
    the impact of unplanned facility outages;
    changes in interest rates or rates of inflation;
    commercial bank and financial market conditions, our access to
    capital, the cost of such capital, and the results of our
    financing and refinancing efforts, including availability of
    funds in the debt capital markets;
    actions by credit rating agencies;
    effectiveness of our risk management activities;
    inability of various counterparties to meet their obligations to
    us;
    non-payment for our services due to financial distress of our
    customers;
    the ability of GenOn Energy, Inc. (formerly known as RRI Energy,
    Inc., Reliant Energy, Inc. and Reliant Resources, Inc.) and its
    subsidiaries to satisfy their obligations to us, including
    indemnity 10




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obligations, or in connection with the contractual arrangements
    pursuant to which we are their guarantor;  
    the outcome of litigation brought by or against us;
    our ability to control costs;
    the investment performance of CenterPoint Energys pension
    and postretirement benefit plans;
    our potential business strategies, including restructurings,
    acquisitions or dispositions of assets or businesses, which we
    cannot assure will be completed or will have the anticipated
    benefits to us;
    acquisition and merger activities involving our parent or our
    competitors; and
    other factors we discuss in Risk Factors in this
    prospectus and in the reports we file from time to time with the
    SEC.   11




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WHERE YOU
    CAN FIND MORE INFORMATION  1-800-SEC-0330. http://www.sec.gov.
 INCORPORATION
    BY REFERENCE      
    our Annual Report on
    Form 10-K
    for the year ended December 31, 2010;
    our Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2011; and
    our Current Reports on
    Form 8-K
    filed January 5, 2011, January 10, 2011,
    January 20, 2011 and February 7, 2011.    CenterPoint
    Energy Resources Corp.c/o CenterPoint
    Energy, Inc.
    Attn: Investor Relations
    P.O. Box 4567
    Houston, Texas
    77210-4567(713) 207-6500
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USE OF
    PROCEEDS   THE
    EXCHANGE OFFER  General
      Purpose
    of the Exchange Offer
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Resale of
    Exchange Notes
    
    will not be able to rely on the interpretations of the Staff set
    forth in the above-mentioned no-action letters;
    will not be able to tender its Original Notes in this exchange
    offer; and
    must comply with the registration and prospectus delivery
    requirements of the Securities Act in connection with any sale
    or transfer of the Original Notes, unless such sale or transfer
    is made pursuant to an exemption from such requirements.      
    it is not our affiliate (as defined in Rule 405 under the
    Securities Act);
    it is not a broker-dealer (i) tendering Original Notes that
    it acquired directly from us or one of our affiliates for its
    own account or (ii) tendering Original 2021 Notes acquired
    by such broker-dealer in exchange for the 2013 Notes in the 2013
    Notes Exchange Offer that it acquired directly from us or one of
    our affiliates for its own account;
    the Exchange Notes to be received by it will be acquired in the
    ordinary course of its business; and 
  
    at the time of the consummation of this exchange offer, it is
    not engaged in, has no intention to engage in, and has no
    arrangement or understanding with any person to participate in,
    a distribution (within the meaning of the Securities Act) of the
    Exchange Notes. 
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Terms of
    This Exchange Offer
      
    will be registered under the Securities Act;
    will not bear legends restricting their transfer;
    will bear a different CUSIP number than the related series of
    Original Notes; and
    will not be entitled to the rights of holders of Original Notes
    under the registration rights agreement, including additional
    interest.        
    remain outstanding;
    continue to accrue interest; and
    be entitled to the rights and benefits their holders have under
    the indenture relating to the Original Notes and Exchange Notes.     15




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Expiration
    Date; Extension; Termination; Amendment
        
    terminate the exchange offer for any series and not to accept
    for exchange any Original Notes of that series not previously
    accepted for exchange upon the occurrence of any of the events
    specified below under  Conditions to the
    Exchange Offer that have not been waived by us; or
    amend the terms of the exchange offer for any series in any
    manner. 
   
   
   
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Procedures
    For Tendering Original Notes
  Valid
    Tender
          The method of delivering Original Notes, the letter of
    transmittal and all other required documents is at the option
    and sole risk of the tendering holder. Delivery will be deemed
    made only when actually received by the exchange agent. Instead
    of delivery by mail, it is recommended that holders use an
    overnight or hand delivery service. In all cases, sufficient
    time should be allowed to assure timely delivery and proper
    insurance should be obtained. No Original Note, letter of
    transmittal or other required document should be sent to us.
    Holders may request their respective brokers, dealers,
    commercial banks, trust companies or other nominees to effect
    these transactions for them.
  Book-Entry
    Transfer
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Signature
    Guarantees
  Rule 17Ad-15
  Guaranteed
    Delivery
          Determination
    of Validity
   18




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Prospectus
    Delivery Requirement
    Withdrawal
    Rights
      
    specify the name of the person that tendered the Original Notes
    to be withdrawn;
    identify the Original Notes to be withdrawn, including the
    certificate number or numbers (if in certificated form) and
    principal amount of such Original Notes;
    include a statement that the holder is withdrawing its election
    to have the Original Notes exchanged;
    be signed by the holder in the same manner as the original
    signature on the letter of transmittal by which the Original
    Notes were tendered or as otherwise described above, including
    any required signature guarantees, or be accompanied by
    documents of transfer sufficient to have the trustee under the
    indenture register the transfer of the Original Notes into the
    name of the person withdrawing the tender; and
    specify the name in which any of the Original Notes are to be
    registered, if different from that of the person that tendered
    the Original Notes.     19




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Acceptance
    of Original Notes for Exchange; Delivery of Exchange
    Notes
 
   
      
    Original Notes or a book-entry confirmation of a book-entry
    transfer of Original Notes into the exchange agents
    account at DTC;
    a properly completed and duly executed letter of transmittal or
    an electronic message agreeing to be bound by the letter of
    transmittal properly transmitted through ATOP with any required
    signature guarantees; and
    any other documents required by the letter of transmittal.  Conditions
    to the Exchange Offer
      
    the exchange offer for that series, or the making of any
    exchange by a holder of Original Notes of that series, would
    violate applicable law or any applicable interpretation of the
    staff of the SEC; or
    any action or proceeding has been instituted or threatened in
    any court or by or before any governmental agency with respect
    to the exchange offer for that series that, in our judgment,
    would reasonably be expected to impair our ability to proceed
    with that exchange offer.    
    such holders Original Notes are not tendered in accordance
    with the terms of this exchange offer; or
    such holder of Original Notes exchanged in this exchange offer
    has not represented that all Exchange Notes to be received by it
    shall be acquired in the ordinary course of its business, that
    it is not an affiliate of ours and that at the time of the
    consummation of this exchange offer it shall have no arrangement
    or understanding with any person to participate in any
    distribution (within the meaning of the Securities Act) of the
    Exchange Notes and shall not have made such other
    representations as may be reasonably necessary under applicable
    SEC rules, regulations or interpretations to render available
    the use of the registration statement of which this prospectus
    is a part.     20




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Exchange
    Agent
    The Bank of
    New York Mellon Trust Company, N.A.c/o Bank
    of New York Mellon Corporation
    Corporate Trust Operations
    Reorganization Unit
    480 Washington Boulevard  27th Floor
    Jersey City, New Jersey 07310
    Attn: David Mauer
  (212) 815-3687. (212) 298-1915.
  Delivery to an address other than as listed above, or
    transmissions to a facsimile number other than as listed above,
    will not constitute a valid delivery.
    Solicitation
    of Tenders; Fees and Expenses
    out-of-pocket
    
    fees and expenses of the exchange agent and the trustee;
    SEC registration fees;
    accounting and legal fees; and
    printing and mailing expenses.  Transfer
    Taxes
    
    certificates representing Original Notes for principal amounts
    not tendered or accepted for exchange are to be delivered to, or
    are to be issued in the name of, any person other than the
    registered holder of Original Notes tendered; 21




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
    Exchange Notes are to be delivered to, or issued in the name of,
    any person other than the registered holder of the Original
    Notes;
    tendered Original Notes are registered in the name of any person
    other than the person signing the letter of transmittal; or
    a transfer tax is imposed for any reason other than the exchange
    of Original Notes under this exchange offer.    Accounting
    Treatment
    Consequences
    of Failure to Exchange
           22




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##### Table of Contents



DESCRIPTION
    OF THE EXCHANGE NOTES          Ranking
    of the Exchange Notes
    
    be general unsecured obligations,
    rank equally in right of payment with all of our other existing
    and future unsecured and unsubordinated indebtedness, and
    with respect to the assets and earnings of our subsidiaries,
    structurally rank below all of the liabilities of our
    subsidiaries.      Principal,
    Maturity and Interest
   23




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##### Table of Contents




    accrue at the rate of 4.50% per annum, in the case of the 2021
    Notes, and 5.85% per annum, in the case of the 2041 Notes, from
    the latest date to which interest shall have been paid on the
    Original Notes surrendered in exchange therefor or, if no
    interest has been paid on such Original Notes, from
    January 11, 2011,
    be payable semi-annually in arrears on each January 15 and
    July 15, with the initial interest payment date following
    the exchange offer
    being          ,
    be payable to the person in whose name such notes are registered
    at the close of business on the January 1 and July 1 immediately
    preceding the applicable interest payment date, which we refer
    to with respect to such notes as regular record
    dates,
    be computed on the basis of a
    360-day year
    comprised of twelve
    30-day
    months, and
    be payable on overdue interest to the extent permitted by law at
    the same rate as interest is payable on principal.    Optional
    Redemption
    
    100% of the principal amount of the notes to be redeemed, plus
    accrued and unpaid interest thereon, if any, to, but excluding,
    the redemption date; plus
    the make-whole premium described below, if any.          
    each interest payment that, but for such redemption, would have
    been payable on the note or portion thereof being redeemed on
    each interest payment date occurring after the redemption date
    (excluding any accrued and unpaid interest for the period prior
    to the redemption date), and 24




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##### Table of Contents




    the principal amount that, but for such redemption, would have
    been payable at the final maturity of the note or portion
    thereof being redeemed, over          1 100 1 200
    Sinking
    Fund
   25




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##### Table of Contents



Restrictive
    Covenants
      
    7.875% Senior Notes due 2013 ($365 million outstanding
    as of March 31, 2011),
    5.95% Senior Notes due 2014 ($160 million outstanding
    as of March 31, 2011), and
    long-term indebtedness (but excluding for this purpose any
    long-term indebtedness incurred pursuant to any revolving credit
    facility, letter of credit facility or other similar bank credit
    facility) issued subsequent to the issuance of the notes and
    prior to the termination date containing covenants substantially
    similar to the restrictive covenants summarized below, or an
    event of default substantially similar to the event of default
    described in the fourth bullet under  Events of
    Default below, but not containing the termination
    provision.    Limitations on Liens.
  
    liens on any property held or used by us or a subsidiary in
    connection with the exploration for, development of or
    production of, oil, gas, natural gas (including liquefied gas
    and storage gas), other hydrocarbons, helium, coal, metals,
    minerals, steam, timber, geothermal or other natural resources
    or synthetic fuels, such properties to include, but not be
    limited to, our or a subsidiarys interest in any mineral
    fee interests, oil, gas or other mineral leases, royalty,
    overriding royalty or net profits interests, production payments
    and other similar interests, wellhead production equipment,
    tanks, field gathering lines, leasehold or field separation and
    processing facilities, compression facilities and other similar
    personal property and fixtures,
    liens on oil, gas, natural gas (including liquefied gas and
    storage gas), other hydrocarbons, helium, coal, metals,
    minerals, steam, timber, geothermal or other natural resources
    or synthetic fuels produced or recovered from any property, an
    interest in which is owned or leased by us or a subsidiary,
    liens (or certain extensions, renewals or refundings thereof)
    upon any property acquired, constructed or improved before or
    after the date the notes are first issued, which liens were or
    are 26




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created at the later of the time of acquisition or commercial
    operation thereof, or within one year thereafter to secure all
    or a portion of the purchase price thereof or the cost of
    construction or improvement, or existing thereon at the date of
    acquisition, provided that every such mortgage, pledge, lien or
    encumbrance applies only to the property so acquired or
    constructed and fixed improvements thereon,  
    liens upon any property of any entity acquired by any entity
    that is or becomes a subsidiary after the date the notes are
    first issued, each of which we refer to as an acquired
    entity, provided that every such mortgage, pledge, lien or
    encumbrance:  
    will either:  
    exist prior to the time the acquired entity becomes a
    subsidiary, or
    be created at the time the acquired entity becomes a subsidiary
    or within one year thereafter to secure payment of the
    acquisition price thereof, and  
    will only apply to those properties owned by the acquired entity
    at the time it becomes a subsidiary or thereafter acquired by it
    from sources other than us or any other subsidiary,  
    pledges of current assets, in the ordinary course of business,
    to secure current liabilities,
    deposits, including among others, good faith deposits in
    connection with tenders, leases of real estate or bids or
    contracts, or liens, including among others, liens reserved in
    leases and mechanics or materialmens liens, to
    secure certain duties or public or statutory obligations,
    liens upon any office, data processing or transportation
    equipment,
    liens created or assumed in connection with the issuance of debt
    securities, the interest on which is excludable from gross
    income of the holder of such security pursuant to the Internal
    Revenue Code, for the purpose of financing the acquisition or
    construction of property to be used by us or a subsidiary,
    pledges or assignments of accounts receivable or conditional
    sales contracts or chattel mortgages and evidence of
    indebtedness secured thereby, received in connection with the
    sale of goods or merchandise to customers, or
    certain liens for taxes, judgments and attachments.    Limitation on Sale and Leaseback
    Transactions.
  
    we or such subsidiary would be entitled under the indenture to
    incur indebtedness secured by a lien on the principal property
    to be leased, without equally and ratably securing the notes,
    pursuant to the exceptions provided in the third and fourth
    bullet points of the second sentence of
     Limitations on Liens above, or 27




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
    within 120 days after the sale or transfer of the principal
    property, we apply an amount not less than the fair value of
    such property:  
    to the payment or other retirement of our long-term indebtedness
    or long-term indebtedness of a subsidiary, in each case ranking
    senior to or on parity with the notes, or
    to the purchase at not more than the fair value of principal
    property (other than that involved in such sale and leaseback
    transaction).    Defined
    Terms
      
    total current liabilities (excluding indebtedness due within
    12 months),
    all reserves for depreciation and other asset valuation
    reserves, but excluding reserves for deferred federal income
    taxes,
    all intangible assets such as goodwill, trademarks, trade names,
    patents and unamortized debt discount and expense carried as an
    asset, and
    all appropriate adjustments on account of minority interests of
    other persons holding common stock of any subsidiary, all as
    reflected in our most recent audited consolidated balance sheet
    preceding the date of such determination.      
    obligations for money borrowed, other than unamortized debt
    discount or premium,
    obligations evidenced by a note or similar instrument given in
    connection with the acquisition of any business, properties or
    assets of any kind,
    obligations as lessee under a capital lease, and
    amendments, renewals, extensions, modifications and refundings
    of any such indebtedness or obligation listed in the three
    immediately preceding bullet points.     28




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and/or
    Rule 1-02 Regulation S-X
   29




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Payment
    and Paying Agent
      
    check mailed to the address of the person entitled to the
    payment as it appears in the security register, or
    by wire transfer in immediately available funds to the place and
    account designated in writing by the person entitled to the
    payment as specified in the security register.      Consolidation,
    Merger and Sale of Assets
    
    the successor person is a corporation, partnership, trust or
    other entity organized and validly existing under the laws of
    the United States of America or any state thereof or the
    District of Columbia,
    the successor person expressly assumes our obligations with
    respect to the notes and the indenture,
    immediately after giving effect to the transaction, no event of
    default, and no event which, after notice or lapse of time or
    both, would become an event of default, would occur and be
    continuing, and
    we have delivered to the trustee the certificates and opinions
    required under the indenture. (Section 801)   30




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Events of
    Default
    
    our failure to pay principal or premium, if any, on the notes of
    that series when due, including at maturity or upon redemption,
    our failure to pay any interest on the notes of that series for
    30 days after interest becomes due,
    our failure to perform, or our breach in any material respect
    of, any other covenant or warranty in the indenture, other than
    a covenant or warranty included in the indenture solely for the
    benefit of another series of our debt securities issued under
    the indenture, for 90 days after either the trustee or
    holders of at least 25% in principal amount of the outstanding
    notes of that series have given us written notice of the breach
    in the manner required by the indenture,
    the default by us or any subsidiary, other than a project
    finance subsidiary, of ours in the payment, when due, after the
    expiration of any applicable grace period, of principal of
    indebtedness for money borrowed, other than non-recourse debt,
    in the aggregate principal amount then outstanding of
    $50 million or more, or acceleration of any indebtedness
    for money borrowed in such aggregate principal amount so that it
    becomes due and payable prior to the date on which it would
    otherwise have become due and payable and such acceleration is
    not rescinded or such default is not cured within 30 days
    after notice to us in accordance with the indenture, and
    specified events involving bankruptcy, insolvency or
    reorganization,            
    the direction is not in conflict with any law or the indenture, 31




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
    the trustee may take any other action it deems proper which is
    not inconsistent with the direction, and
    the trustee will generally have the right to decline to follow
    the direction if an officer of the trustee determines, in good
    faith, that the proceeding would involve the trustee in personal
    liability or would otherwise be contrary to applicable law.
    (Section 512)    
    the holder has previously given the trustee written notice of a
    continuing event of default for the notes of that series,
    holders of at least 25% in principal amount of the outstanding
    notes of that series have made a written request to the trustee
    to pursue that remedy,
    the holders have offered reasonable indemnity to the trustee,
    the trustee fails to pursue that remedy within 60 days
    after receipt of the notice, request and offer of
    indemnity, and
    during that
    60-day
    period, the holders of a majority in principal amount of the
    notes of that series do not give the trustee a direction
    inconsistent with the request. (Section 507)      Modification
    and Waiver
    
    evidence the succession of another corporation to us, or
    successive successions and the assumption of our covenants,
    agreements and obligations by a successor,
    add to our covenants for the benefit of the holders of any
    series of debt securities or to surrender any of our rights or
    powers,
    add events of default for any series of debt securities,
    add to or change any provisions of the indenture to the extent
    necessary to issue debt securities in bearer form,
    add to, change or eliminate any provision of the indenture
    applying to one or more series of debt securities, provided that
    if such action adversely affects the interests of any holder of
    any series of debt securities, the addition, change or
    elimination will become effective with respect to that series
    only when no security of that series remains outstanding,
    convey, transfer, assign, mortgage or pledge any property to or
    with the trustee or surrender any right or power conferred upon
    us by the indenture,
    establish the form or terms of any series of debt securities,
    provide for uncertificated securities in addition to
    certificated securities,
    evidence and provide for successor trustees or add or change any
    provisions to the extent necessary to appoint a separate trustee
    or trustees for a specific series of debt securities,
    correct any ambiguity, defect or inconsistency under the
    indenture, provided that such action does not adversely affect
    the interests of the holders of any series of debt securities, 32




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
    supplement any provisions of the indenture necessary to defease
    and discharge any series of debt securities, provided that such
    action does not adversely affect the interests of the holders of
    any series of debt securities,
    comply with the rules or regulations of any securities exchange
    or automated quotation system on which any debt securities are
    listed or traded, or
    add, change or eliminate any provisions of the indenture in
    accordance with any amendments to the Trust Indenture Act
    of 1939, provided that the action does not adversely affect the
    rights or interests of any holder of debt securities. (Section
    901)    
    changes the stated maturity of the principal of, or any
    installment of principal of or interest on, any debt security,
    except to the extent permitted by the indenture,
    reduces the principal amount of, or any premium or interest on,
    any debt security,
    reduces the amount of principal of an original issue discount
    security or any other debt security payable upon acceleration of
    the maturity thereof,
    changes the place or currency of payment of principal, premium,
    if any, or interest,
    impairs the right to institute suit for the enforcement of any
    payment on any debt security,
    reduces the percentage in principal amount of outstanding debt
    securities of any series, the consent of whose holders is
    required for modification of the indenture, for waiver of
    compliance with certain provisions of the indenture or for
    waiver of certain defaults,
    makes certain modifications to the provisions for modification
    of the indenture and for certain waivers, except to increase the
    principal amount of debt securities necessary to consent to any
    such change,
    makes any change that adversely affects the right to convert or
    exchange any debt security or decreases the conversion or
    exchange rate or increases the conversion price of any
    convertible or exchangeable debt security, or
    changes the terms and conditions pursuant to which any series of
    debt securities is secured in a manner adverse to the holders of
    the debt securities. (Section 902)    
    waive any default in the payment of principal, premium, if any,
    or interest on any note of that series, or
    waive any covenants and provisions of the indenture that may not
    be amended without the consent of the holder of each outstanding
    note of that series. (Sections 513 and 1006) 33




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
    the principal amount of an original issue discount
    security that will be deemed to be outstanding will be the
    amount of the principal that would be due and payable as of that
    date upon acceleration of the maturity to that date,
    if, as of that date, the principal amount payable at the stated
    maturity of a debt security is not determinable, for example,
    because it is based on an index, the principal amount of the
    debt security deemed to be outstanding as of that date will be
    an amount determined in the manner prescribed for the debt
    security,
    the principal amount of a debt security denominated in one or
    more foreign currencies or currency units that will be deemed to
    be outstanding will be the U.S. dollar equivalent,
    determined as of that date in the manner prescribed for the debt
    security, of the principal amount of the debt security or, in
    the case of a debt security described in the two preceding
    bullet points, of the amount described above, and
    debt securities owned by us or any other obligor upon the debt
    securities or any of our or their affiliates will be disregarded
    and deemed not to be outstanding.      Defeasance
    
    we will be discharged from our obligations with respect to the
    notes of that series (legal defeasance), or
    we will no longer have any obligation to comply with the
    restrictive covenants under the indenture and the related events
    of default in the third bullet point under
     Events of Default above, the events of
    default described in the fourth bullet point under
     Events of Default above and the
    restrictions described under  Consolidation,
    Merger and Sale of Assets above will no longer apply to
    us, but some of our other obligations under the indenture and
    the notes of that series, including our obligation to make
    payments on those notes, will survive.    
    register the transfer or exchange of the notes of that series, 34




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
    replace mutilated, destroyed, lost or stolen notes, and
    maintain paying agencies and hold moneys for payment in trust.    Satisfaction
    and Discharge
    Exchange
    and Transfer of the Exchange Notes
      
    designate additional transfer agents,
    rescind the designation of any transfer agent, or
    approve a change in the office of any transfer agent.      
    during the period beginning at the opening of business
    15 days before the day we mail the notice of redemption for
    the notes and ending at the close of business on the day the
    notice is mailed, or
    if we have selected the notes for redemption, in whole or in
    part, except for the unredeemed portion of the notes.
    (Section 305)  Notices
   35




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Title
    Governing
    Law
    Regarding
    the Trustee
         36




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REGISTRATION
    RIGHTS  Form S-4
  Registration
    
    to file with the SEC not later than 120 days following the
    ultimate date of issuance of any Original Notes pursuant to the
    2013 Exchange Offer (the Registration Rights Issue
    Date) the registration statement of which this prospectus
    forms a part (the Exchange Offer Registration
    Statement) relating to the exchange offer for the Original
    Notes pursuant to which the Exchange Notes would be offered in
    exchange for the Original Notes;
    to cause the Exchange Offer Registration Statement to be
    declared effective under the Securities Act within 180 days
    after the Registration Rights Issue Date (unless the Exchange
    Offer Registration Statement is reviewed by the SEC, in which
    case within 240 days of the Registration Rights Issue Date)
    and to keep the Exchange Offer Registration Statement effective
    until the closing of the exchange offer; and
    unless the exchange offer would not be permitted by applicable
    law or SEC policy, to cause the exchange offer to be consummated
    within 225 days after the Registration Rights Issue Date
    (unless the Exchange Offer Registration Statement is reviewed by
    the SEC, in which case within 285 days of the Registration
    Rights Issue Date).    Shelf
    Registration
         37




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Additional
    Interest
    
    the Exchange Offer Registration Statement is not declared
    effective by the SEC on or prior to the 180th day following the
    Registration Rights Issue Date (unless the Exchange Offer
    Registration Statement is reviewed by the SEC, in which case on
    or prior to the 240th day following the Registration Rights
    Issue Date);
    the Exchange Offer is not consummated or the Shelf Registration
    Statement is not declared effective on or prior to the 225th day
    following the Registration Rights Issue Date (unless the
    Exchange Offer Registration Statement or the Shelf Registration
    Statement is reviewed by the SEC, in which case on or prior to
    the 285th day following the Registration Rights Issue
    Date); or
    any required exchange offer registration statement or shelf
    registration statement relating to the Original Notes is filed
    and declared effective but shall thereafter either be withdrawn
    by us or becomes subject to an effective stop order suspending
    the effectiveness of such registration statement (except as
    specifically permitted in the registration rights agreement)
    without being succeeded within 30 days by an amendment
    thereto or an additional registration statement filed and
    declared effective, each such event listed in the bullet points
    above, referred to as a registration default;   38




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Governing
    Law
   39




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BOOK-ENTRY
    SYSTEM    non-U.S. equity, non-U.S. securities non-U.S. securities
       40




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41




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CERTAIN
    U.S. FEDERAL INCOME TAX CONSIDERATIONS      
    an individual citizen or resident of the United States;
    a corporation, or other entity treated as a corporation, created
    or organized in or under the laws of the United States, any
    state thereof or the District of Columbia;
    an estate, the income of which is subject to U.S. federal
    income taxation regardless of its source; or
    a trust, if (a) a court within the United States is able to
    exercise primary jurisdiction over administration of the trust
    and one or more U.S. persons have authority to control all
    substantial decisions of the trust or (b) it has a valid
    election in effect to be treated as a U.S. person.  non-U.S. holder
      Persons considering a tender of an Original Note for an
    Exchange Note are urged to consult with their tax advisors as to
    the U.S. federal income tax consequences of the disposition
    of their Original Notes in the exchange offer and the ownership
    and disposition of Exchange Notes acquired therein, in light of
    their particular circumstances, as well as the effect of any
    state, local or other tax laws.
 42




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##### Table of Contents



Exchange
    Offer
    Effect of
    Certain Additional Payments
      U.S.
    Holders
  Payments of interest.
  Sale, exchange or other taxable disposition of Exchange
    Notes.
   43




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##### Table of Contents



Information reporting and backup
    withholding.
  New legislation regarding Medicare Tax.
  Non-U.S.
    Holders
  Payments of interest. non-U.S. holder non-U.S. holder:
  
    does not conduct a trade or business in the United States with
    respect to which the interest is effectively connected;
    does not actually, indirectly or constructively own 10% or more
    of the total combined voting power of all classes of our stock
    entitled to vote, within the meaning of Section 871(h)(3)
    of the Code;
    is not a controlled foreign corporation with respect
    to which we are a related person within the meaning
    of Section 881(c)(3)(C) of the Code;
    is not a bank whose receipt of the interest is described in
    Section 881(c)(3)(A) of the Code; and
    satisfies the certification requirements described below.  non-U.S. holder
  non-U.S. holder
  
    the interest is effectively connected with a U.S. trade or
    business conducted by such holder (and, if an applicable income
    tax treaty so provides, is attributable to a permanent
    establishment maintained in the United States by the
    non-U.S. holder),
    in which case the
    non-U.S. holder
    will be subject to U.S. federal income tax on a net income
    basis at the rate applicable to U.S. holders
    generally; or
    an applicable income tax treaty provides for a lower rate of, or
    exemption from, withholding tax.  non-U.S. holder
 44




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##### Table of Contents



non-U.S. holder Form W-8ECI. Form W-8BEN.
  Sale, exchange or other taxable disposition of Exchange
    Notes. non-U.S. holder non-U.S. holder non-U.S. holder) non-U.S. holder
  non-U.S. holder non-U.S. holder non-U.S. holder
  Information reporting and backup
    withholding. non-U.S. holder non-U.S. holder. non-U.S. holder Non-U.S. holders non-U.S. holder
  non-U.S. holder non-U.S. status
  non-U.S. holders
  Non-U.S. holders
  Recently
    Enacted Legislation
   45




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46




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PLAN OF
    DISTRIBUTION    
    will not be able to rely on the interpretations of the Staff set
    forth in the above-mentioned no-action letters;
    will not be able to tender its Original Notes in this exchange
    offer; and
    must comply with the registration and prospectus delivery
    requirements of the Securities Act in connection with any sale
    or transfer of the Exchange Notes, unless such sale or transfer
    is made pursuant to an exemption from such requirements.      over-the-counter
   47




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LEGAL
    MATTERS   EXPERTS  Form 10-K
 48




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##### Table of Contents



PART II
  INFORMATION
    NOT REQUIRED IN PROSPECTUS
  Item 20.
    Indemnification
    of Directors and Officers            Item 21.
    Exhibits
    and Financial Statement Schedules  Form S-4,
  Report orExhibit





Registration

Registration

ExhibitNumber



Document Description

Statement

Number

Reference4
.1*



Certificate of Incorporation of Reliant Energy Resources Corp.

Form 10-K for the
    year ended
    December 31, 1997

1-3187

3(a)(1)4
.2*



Certificate of Merger merging former NorAm Energy Corp. with and
    into HI Merger, Inc. dated August 6, 1997

Form 10-K for the
    year ended
    December 31, 1997

1-3187

3(a)(2)4
.3*



Certificate of Amendment changing the name to Reliant Energy
    Resources Corp.

Form 10-K for the
    year ended
    December 31, 1998

1-3187

3(a)(3)4
.4*



Certificate of Amendment changing the name to CenterPoint Energy
    Resources Corp.

Form 10-Q for the
    quarter ended
    June 30, 2003

1-13265

3(a)(4)4
.5*



Bylaws of Reliant Energy Resources Corp.

Form 10-K for the
    year ended
    December 31, 1997

1-3187

3(b)4
.6*



Indenture, dated as of February 1, 1998, between Reliant Energy
    Resources Corp. and Chase Bank of Texas, National Association,
    as Trustee

Form 8-K dated
    February 5, 1998

1-13265

4.14
.7*



Supplemental Indenture No. 14 to Exhibit 4.6 dated as of January
    11, 2011, providing for the issuance of CERC Corp.s
    4.50% Senior Notes due 2021 and 5.85% Senior Notes due
    2041 (including the forms of the Notes)

CenterPoint Energys
    Form 10-K for the
    year ended
    December 31, 2010

1-13265

4(f)(15) II-1




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Report orExhibit





Registration

Registration

ExhibitNumber



Document Description

Statement

Number

Reference4
.8*



Supplemental Indenture No. 15 to Exhibit 4.6 dated as of January
    20, 2011, providing for the issuance of CERC Corp.s
    4.50% Senior Notes due 2021

CenterPoint Energys
    Form 10-K
    for the
    year ended
    December 31, 2010

1-13265

4(f)(16)4
.9



Registration Rights Agreement, dated as of January 11, 2011,
    among CERC Corp., the Initial Purchasers (as defined therein)
    and the Dealer Managers (as defined therein)5
.1



Opinion of Baker Botts L.L.P.12
.1*



Computation of ratios of earnings to fixed charges for the
    twelve-month periods ended December 31, 2006, 2007, 2008,
    2009 and 2010

Form 10-K for the
    year ended
    December 31, 2010

1-13265

1212
.2*



Computation of ratios of earnings to fixed charges for the three
    months ended March 31, 2011

Form 10-Q for the
    quarter ended
    March 31, 2011

1-13265

1223
.1



Consent of Deloitte & Touche LLP23
.2



Consent of Baker Botts L.L.P. (included in Exhibit 5.1)24
.1



Powers of Attorney25
.1



Statement of Eligibility and Qualification under the Trust
    Indenture Act of 1939 of the Trustee under the Indenture on Form
    T-199
.1



Form of Letter of Transmittal99
.2



Form of Notice of Guaranteed Delivery99
.3



Form of Letter to Depository Trust Company Participants  
    *
    
    Incorporated herein by reference as indicated. 
  
    
    Previously filed. 
  Item 22.
    Undertakings      (i)
  (ii)
  (iii)
  provided, however
 II-2




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##### Table of Contents



(i)
  (ii)
  (iii)
  (iv)
     II-3




---



##### Table of Contents



Form S-4,
   II-4




---



##### Table of Contents



SIGNATURES
 
  Form S-4
 
    By:
    /s/  David
    M. McClanahan    
   
  
 Signature

Title/s/  David
    M. McClanahanDavid
    M. McClanahan

President, Chief Executive Officer and Director (Principal
    Executive Officer and Sole Director)*Gary
    L. Whitlock

Executive Vice President and Chief Financial Officer (Principal
    Financial Officer)*Walter
    L. Fitzgerald

Senior Vice President and Chief Accounting Officer (Principal
    Accounting Officer)*By:

/s/  Scott
    E. RozzellScott
    E. RozzellAttorney-in-Fact  
 II-5




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##### Table of Contents



EXHIBIT INDEX
  
 Report orExhibit





Registration

Registration

ExhibitNumber



Document Description

Statement

Number

Reference4
.1*



Certificate of Incorporation of Reliant Energy Resources Corp.

Form 10-K for the
    year ended
    December 31, 1997

1-3187

3(a)(1)4
.2*



Certificate of Merger merging former NorAm Energy Corp. with and
    into HI Merger, Inc. dated August 6, 1997

Form 10-K for the
    year ended
    December 31, 1997

1-3187

3(a)(2)4
.3*



Certificate of Amendment changing the name to Reliant Energy
    Resources Corp.

Form 10-K for the
    year ended
    December 31, 1998

1-3187

3(a)(3)4
.4*



Certificate of Amendment changing the name to CenterPoint Energy
    Resources Corp.

Form 10-Q for the
    quarter ended
    June 30, 2003

1-13265

3(a)(4)4
.5*



Bylaws of Reliant Energy Resources Corp.

Form 10-K for the
    year ended
    December 31, 1997

1-3187

3(b)4
.6*



Indenture, dated as of February 1, 1998, between Reliant Energy
    Resources Corp. and Chase Bank of Texas, National Association,
    as Trustee

Form 8-K dated
    February 5, 1998

1-13265

4.14
.7*



Supplemental Indenture No. 14 to Exhibit 4.6 dated as of January
    11, 2011, providing for the issuance of CERC Corp.s
    4.50% Senior Notes due 2021 and 5.85% Senior Notes due
    2041 (including the forms of the Notes)

CenterPoint Energys
    Form 10-K for the
    year ended
    December 31, 2010

1-13265

4(f)(15)4
.8*



Supplemental Indenture No. 15 to Exhibit 4.6 dated as of January
    20, 2011, providing for the issuance of CERC Corp.s
    4.50% Senior Notes due 2021

CenterPoint Energys
    Form 10-K
    for the
    year ended
    December 31, 2010

1-13265

4(f)(16)4
.9



Registration Rights Agreement, dated as of January 11, 2011,
    among CERC Corp., the Initial Purchasers (as defined therein)
    and the Dealer Managers (as defined therein)5
.1



Opinion of Baker Botts L.L.P.12
.1*



Computation of ratios of earnings to fixed charges for the
    twelve-month periods ended December 31, 2006, 2007, 2008,
    2009 and 2010

Form 10-K for the
    year ended
    December 31, 2010

1-13265

1212
.2*



Computation of ratios of earnings to fixed charges for the three
    months ended March 31, 2011

Form 10-Q for the
    quarter ended
    March 31, 2011

1-13265

1223
.1



Consent of Deloitte & Touche LLP23
.2



Consent of Baker Botts L.L.P. (included in Exhibit 5.1)24
.1



Powers of Attorney25
.1



Statement of Eligibility and Qualification under the Trust
    Indenture Act of 1939 of the Trustee under the Indenture on Form
    T-199
.1



Form of Letter of Transmittal99
.2



Form of Notice of Guaranteed Delivery99
.3



Form of Letter to Depository Trust Company Participants  
    *
    
    Incorporated herein by reference as indicated. 
  
    
    Previously filed. 
 II-6