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                                                                     Exhibit 4.7

                              AMENDED AND RESTATED
                            CERTIFICATE OF FORMATION

                                       OF

                   RELIANT ENERGY TRANSITION BOND COMPANY LLC

     AMENDED AND RESTATED CERTIFICATE OF FORMATION, dated October 22, 2001 (as
the same may be further amended, supplemented or otherwise modified and in
effect from time to time, this "Certificate of Formation"), of RELIANT ENERGY
                                ------------------------
TRANSITION BOND COMPANY LLC, a Delaware limited liability company (the
"Company"), having its principal office at 1111 Louisiana, Suite 4667, Houston,
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Texas 77002.

     THIS Certificate of Formation has been duly executed and is being filed by
the undersigned, as an authorized person, in accordance with the provisions of 6
Del. C. (S) 18-208, to amend and restate the original Certificate of Formation
of the Company, which was filed under the name of the Company on November 10,
1999, with the Secretary of State of the State of Delaware (the "Original
Certificate"), to form a limited liability company under the Delaware Limited
Liability Company Act (6 Del. C. (S) 18-101, et seq.).

     The Original Certificate is hereby amended and restated in its entirety to
read as follows:

     SECTION 1. Capitalized Terms. Unless otherwise defined herein, all
capitalized terms shall have the meanings ascribed thereto in the Amended and
Restated Limited Liability Company Agreement of the Company, dated as of October
24, 2001 (as it may be further amended, supplemented or otherwise modified and
in effect from time to time, the "Agreement").
                                  ---------

     SECTION 2. Name. The name of the limited liability company is Reliant
Energy Transition Bond Company LLC.

     SECTION 3. Address. The address of its registered office in the State of
Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
The name of its registered agent at such address is The Corporation Trust
Company.

     SECTION 4. Term. The term of the Company shall continue until the Company
is dissolved and liquidated in accordance with Section 7 hereof and of the
Agreement. The existence of the Company as a separate legal entity shall
continue until the cancellation of this Certificate of Formation in accordance
with the Delaware Limited Liability Company Act, currently 6 Del. C. (S)(S)
18-101 through 18-1109 (as amended, the "Act").
                                         ---

     SECTION 5. Independent Managers.

     (a) The Company shall have at all times at least two individuals who are
each Independent Managers. The Independent Managers may not delegate their
duties, authorities or responsibilities hereunder or under the Agreement. If any
Independent Manager resigns, dies or becomes incapacitated, or such position is
otherwise vacant, no action requiring the unanimous

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affirmative vote of the Managers shall be taken until a successor Independent
Manager is appointed by the Member and qualifies and approves such action.

     (b) Notwithstanding any other provision of this Certificate of Formation or
of the Agreement and any provision of law that otherwise so empowers the
Company, the Member, any Special Member, any Manager or any other Person, the
Company shall not, and none of the Member, any Special Member, any Manager or
any other Person on behalf of the Company shall, without the prior unanimous
consent of the Managers, including each of the Independent Managers, do any of
the following: (i) engage in any business or activity other than those set forth
in Section 2.03 of the Agreement; (ii) except as provided in the Basic
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Documents, incur any indebtedness, other than the Transition Bonds and ordinary
course expenses as set forth in Section 2.03 of the Agreement, or assume or
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guarantee any indebtedness of any other entity; (iii) make a general assignment
for the benefit of creditors; (iv) file a petition commencing a voluntary
bankruptcy; (v) file a petition or answer seeking reorganization, arrangement,
composition, readjustment, liquidation, dissolution (to the fullest extent
permitted by law) or similar relief under any statute, law or regulation; (vi)
file an answer or other pleading admitting or failing to contest the material
allegations of a petition filed against it in any proceeding seeking
reorganization, arrangement, composition, readjustment, liquidation, dissolution
(to the fullest extent permitted by law) or similar relief under any statute,
law or regulation, or the entry of any order appointing a trustee, liquidator or
receiver of it or of its assets or any substantial portion thereof; (vii) seek,
consent to or acquiesce in the appointment of a trustee, receiver or liquidator
of it or of all or any substantial part of its assets; (viii) consolidate or
merge with or into any other entity or convey or transfer substantially all of
its properties and assets substantially as an entirety to any entity, or (ix)
amend the Agreement, or take any other action, in furtherance of any such
action. With regard to any action contemplated by the preceding sentence, or
with regard to any action taken or determination made at any time when the
Company is insolvent, each Independent Manager will to the fullest extent
permitted by law, including Section 18-1101(c) of the Act, owe its primary
fiduciary duty to the Company (including the creditors of the Company).

     (c) No Independent Manager shall at any time serve as trustee in bankruptcy
for any Affiliate of the Company.

     SECTION 6. Special Member. Upon the occurrence of any event that causes the
Member to cease to be a member of the Company (other than upon an assignment by
the Member of all of its limited liability company interest in the Company and
the admission of the transferee pursuant to Section 7.01 of the Agreement), each
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person acting as an Independent Manager pursuant to Section 5 hereof and Section
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4.04 of the Agreement shall, without any action of any Person and simultaneously
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with the Member ceasing to be a member of the Company, automatically be admitted
to the Company as a Special Member and shall continue the Company without
dissolution. No Special Member may resign from the Company or transfer its
rights as a Special Member unless (i) a successor Special Member has been
admitted to the Company as a Special Member by executing a counterpart to the
Agreement, and (ii) such successor has also accepted its appointment as
Independent Manager, provided, however, the Special Members shall automatically
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cease to be members of the Company upon the admission to the Company of a
substitute Member (who may be approved by the personal representative of the
last Member that ceased to be a member of the Company). Each Special Member
shall be a

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member of the Company that has no interest in the profits, losses and capital of
the Company and has no right to receive any distributions of Company assets.
Pursuant to Section 18-301(d) of the Act, a Special Member shall not be required
to make any capital contributions to the Company and shall not receive a limited
liability company interest in the Company. A Special Member, in its capacity as
Special Member, may not bind the Company. A Special Member, in its capacity as a
Special Member, shall have no right to vote on, approve or otherwise consent to
any action by, or matter relating to, the Company, including, without
limitation, the merger, consolidation or conversion of the Company. In order to
implement the admission to the Company of each Special Member, each person
acting as an Independent Manager pursuant to Section 5 hereof and Section 4.04
                                             ---------            ------------
of the Agreement shall execute a counterpart to the Agreement. Prior to its
admission to the Company as a Special Member, each person acting as an
Independent Manager pursuant to Section 5 hereof and Section 4.04 of the
                                ---------            ------------
Agreement shall not be a member of the Company.

     SECTION 7. Rights on Liquidation, Dissolution or Winding Up.

     (a) The Company shall be dissolved, and its affairs shall be wound up upon
the first to occur of the following: (i) the termination of the legal existence
of the last remaining member of the Company or the occurrence of any other event
which terminates the continued membership of the last remaining member of the
Company in the Company unless the business of the Company is continued in a
manner permitted by the Agreement or the Act or (ii) the entry of a decree of
judicial dissolution under Section 18-802 of the Act.

     (b) In the event of dissolution, the Company shall conduct only such
activities as are necessary to wind up its affairs (including the sale of the
assets of the Company in an orderly manner), and the assets of the Company shall
be applied in the manner, and in the order of priority, set forth in Section
18-804 of the Act.

     (c) The Company shall terminate when (i) all of the assets of the Company,
after payment of or due provision for all debts, liabilities and obligations of
the Company shall have been distributed to the Member in the manner provided for
in the Agreement and (ii) this Certificate of Formation shall have been canceled
in the manner required by the Act.

     (d) Neither the sale of all or substantially all of the property or
business of the Company, nor the merger, conversion or consolidation of the
Company into or with another company or other entity, shall be deemed to be a
dissolution, liquidation or winding up, voluntary or involuntary, for the
purpose of this Section 7 and Section 7.03 of the Agreement.
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     (e) The commencement of a Bankruptcy, insolvency, receivership or other
similar proceeding by or against the Company shall not result in the dissolution
of the Company or in the cessation of the interest of the Member in the Company.

     (f) Upon the occurrence of any event that causes the last remaining member
of the Company to cease to be a member of the Company, to the fullest extent
permitted by law, the personal representative of such member is hereby
authorized to, and shall, within 90 days after the occurrence of the event that
terminated the continued membership of such member in the Company, agree in
writing (i) to continue the Company and (ii) to the admission of the

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personal representative or its nominee or designee, as the case may be, as a
substitute member of the Company, effective as of the occurrence of the event
that terminated the continued membership of the last remaining member of the
Company in the Company.

     (g) Notwithstanding any other provision of this Certificate of Formation or
of the Agreement, the Bankruptcy of the Member or any Special Member shall not
cause the Member or Special Member, respectively, to cease to be a member of the
Company, and upon the occurrence of such an event, the business of the Company
shall continue without dissolution.

     SECTION 8. No Bankruptcy Petition; No Dissolution.

     (a) To the fullest extent permitted by law, the Member, each Special Member
and each Manager hereby covenants and agrees (or shall be deemed to have hereby
covenanted and agreed) that, prior to the date which is one year and one day
after the termination of the Indenture and the payment in full of every Series
of Transition Bonds and any other amounts owed under the Indenture, including,
without limitation, any amounts owed to third-party credit enhancers or swap or
hedge agreement counterparties with respect to the Transition Bonds, it will not
acquiesce, petition or otherwise invoke or cause the Company to invoke the
process of any court or Governmental Authority for the purpose of commencing or
sustaining a case against the Company under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Company or any
substantial part of the property of the Company, or ordering the winding up or
liquidation of the affairs of the Company; provided, however, that nothing in
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this Section 8 or Section 10.06 of the Agreement shall constitute a waiver of
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any right to indemnification, reimbursement or other payment from the Company
pursuant to the Agreement.

     (b) To the fullest extent permitted by law, the Member, each Special Member
and each Manager hereby covenants and agrees (or shall be deemed to have hereby
covenanted and agreed) that, until the termination of the Indenture and the
payment in full of any Series of the Transition Bonds and any other amounts owed
under the Indenture, including without limitation, any amounts owed to
third-party credit enhancers or under any swap or hedge agreement, the Member,
such Special Member and such Manager will not consent to, or make application
for, or institute or maintain any action for, the dissolution of the Company
under Section 18-801 or 18-802 of the Act or otherwise.

     (c) In the event that the Member, any Special Member or any Manager takes
action in violation of this Section 8 or Section 10.06 of the Agreement, the
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Company agrees that it shall file an answer with the court or otherwise properly
contest the taking of such action and raise the defense that the Member, the
Special Member or Manager, as the case may be, has agreed in writing not to take
such action and should be estopped and precluded therefrom and such other
defenses, if any, as its counsel advises that it may assert.

     (d) The provisions of this Section 8 and Section 10.06 of the Agreement
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shall survive the termination of the Agreement and the resignation, withdrawal
or removal of the Member, any Special Member or any Manager. Nothing contained
herein or in the Agreement shall preclude participation by the Member, any
Special Member or a Manager in assertion or defense of its claims in any such
proceeding involving the Company.

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     SECTION 9. Conflict. In the event of any conflict or inconsistency between
the provisions of this Certificate of Formation and of the Agreement, the
provisions of this Certificate of Formation shall govern.

     IN WITNESS WHEREOF, the undersigned has executed and delivered this Amended
and Restated Certificate of Formation of Reliant Energy Transition Bond Company
LLC this 22nd day of October, 2001.

                                           RELIANT ENERGY, INCORPORATED
                                           as an authorized person


                                           By: _________________________________
                                           Name:  Marc Kilbride
                                           Title: Treasurer