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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
 October 18, 2007
 
 CENTERPOINT ENERGY RESOURCES CORP.
  Delaware
(State or other jurisdiction 
of incorporation)
    
    1-13265
(Commission File Number)
    
    76-0511406
(IRS Employer
Identification No.)
 1111 Louisiana 
Houston, Texas
(Address of principal executive offices)
    
    77002
(Zip Code)
 713) 207-1111
 
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Item 1.01 Entry into a Material Definitive Agreement.
    Item 9.01 Financial Statements and Exhibits.
  (d)
    
    Exhibits.1.1
    
    Underwriting Agreement dated as of October 18, 2007, among
CenterPoint Energy Resources Corp. and the several Underwriters named in
Schedule I thereto.4.1
    
    Indenture dated as of February 1, 1998, between CenterPoint
Energy Resources Corp. (formerly NorAm Energy Corp.) and The Bank of New York
Trust Company, National Association (successor to JPMorgan Chase Bank, National
Association (formerly Chase Bank of Texas, National Association)), as trustee
(the Indenture) (incorporated by reference to Exhibit 4.1 to CERCs Current
Report on Form 8-K dated February 5, 1998).4.2
    
    Form of Supplemental Indenture No. 11 dated as of October 23,
2007, to the Indenture between CenterPoint Energy Resources Corp. and The Bank
of New York Trust Company, National Association, as trustee.4.3
    
    Form of 2017 Note (included in Exhibit 4.2 hereto).4.4
    
    Form of Supplemental Indenture No. 12 dated as of October 23,
2007, to the Indenture between CenterPoint Energy Resources Corp. and The Bank
of New York Trust Company, National Association, as trustee.4.5
    
    Form of 2037 Note (included in Exhibit 4.4 hereto).5.1
    
    Opinion of Baker Botts L.L.P.23.1
    
    Consent of Baker Botts L.L.P. (included in Exhibit 5.1 hereto).




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SIGNATURE
  CENTERPOINT ENERGY RESOURCES CORP.Date:  October 23, 2007
    By:
    /s/ James S. BrianJames S. BrianSenior Vice President and
Chief Accounting Officer




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EXHIBIT INDEX
 EXHIBITNUMBER
    
    EXHIBIT DESCRIPTION1.1
    
    Underwriting Agreement dated as of October 18, 2007, among
CenterPoint Energy Resources Corp. and the several Underwriters
named in Schedule I thereto.4.1
    
    Indenture dated as of February 1, 1998, between CenterPoint Energy
Resources Corp. (formerly NorAm Energy Corp.) and The Bank of New
York Trust Company, National Association (successor to JPMorgan
Chase Bank, National Association (formerly Chase Bank of Texas,
National Association)), as trustee (the Indenture) (incorporated
by reference to Exhibit 4.1 to CERCs Current Report on Form 8-K
dated February 5, 1998).4.2
    
    Form of Supplemental Indenture No. 11 dated as of October 23,
2007, to the Indenture between CenterPoint Energy Resources Corp.
and The Bank of New York Trust Company, National Association, as
trustee.4.3
    
    Form of 2017 Note (included in Exhibit 4.2 hereto).4.4
    
    Form of Supplemental Indenture No. 12 dated as of October 23,
2007, to the Indenture between CenterPoint Energy Resources Corp.
and The Bank of New York Trust Company, National Association, as
trustee.4.5
    
    Form of 2037 Note (included in Exhibit 4.4 hereto).5.1
    
    Opinion of Baker Botts L.L.P.23.1
    
    Consent of Baker Botts L.L.P. (included in Exhibit 5.1 hereto).