Centerpoint Energy Houston Electric S-3/A Shelf registration (amended)

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2)

DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)

NEW YORK	13-4941247
(Jurisdiction of Incorporation or	(I.R.S. Employer
organization if not a U.S. national bank)	Identification no.)

60 WALL STREET
NEW YORK, NEW YORK	10005
(Address of principal executive offices)	(Zip Code)

Deutsche Bank Trust Company Americas

Attention: Lynne Malina

Legal Department

60 Wall Street, 37th Floor

New York, New York 10005

(212) 250 – 0677

(Name, address and telephone number of agent for service)

CenterPoint Energy Restoration Bond Company, LLC

(Exact name of obligor as specified in its charter)

Delaware	30-0582734
(State or other jurisdiction	(IRS Employer
of incorporation or organization)	Identification No.)

Copies To:

1111 Louisiana, Suite 4664B

Houston, Texas 77002

Senior Secured System Restoration Bonds

(Title of the Indenture securities)

Item 1. General Information. Furnish the following information as to the trustee.

  (a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Federal Reserve Bank (2nd District)	New York, NY
Federal Deposit Insurance Corporation	Washington, D.C.
New York State Banking Department	Albany, NY

  (b) Whether it is authorized to exercise corporate trust powers. Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

None.

Item 3.-15. Not Applicable

Item 16. List of Exhibits.

Exhibit 1 –	Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002 – Incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 2 –	Certificate of Authority to commence business – Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 3 –	Authorization of the Trustee to exercise corporate trust powers – Incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 4 –	Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on April 15, 2002 business – Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-157637-01.

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Exhibit 5 –	Not applicable.
Exhibit 6 –	Consent of Bankers Trust Company required by Section 321(b) of the Act. - business -Incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 7 –	The latest report of condition of Deutsche Bank Trust Company Americas dated as of June 30, 2009. Copy attached.
Exhibit 8 –	Not Applicable.
Exhibit 9 –	Not Applicable.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 10th day of November 2009.

DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	/s/ Irene Siegel
Name:	Irene Siegel
Title:	Vice President

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DEUTSCHE BANK TRUST COMPANY AMERICAS								FFIEC 031
Legal Title of Bank								Page RC-1
JERSEY CITY								13
City
NJ                                                                 07311-3901
State                                                             Zip Code
FDIC Certificate Number: 00623
Printed on 8/17/2009 at 3:14 PM
Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for June 30, 2009
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
Schedule RC—Balance Sheet
Dollar Amounts in Thousands			RCFD	Tril	Bil	Mil	Thou
ASSETS:
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1)			0081	1,416,000				1.a
b. Interest-bearing balances (2)			0071	12,390,000				1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)			1754	0				2.a
b. Available-for-sale securities (from Schedule RC-B, column D)			1773	1,759,000				2.b
3. Federal funds sold and securities purchased under agreements to resell:			RCON
a. Federal funds sold in domestic offices			B987	112,000				3.a
			RCFD
b. Securities purchased under agreements to resell (3)			B989	1,008,000				3.b
4. Loans and leases financing receivables (from Schedule RC-C):
a. Loans and leases, held for sale			5369	0				4.a
b. Loans and leases, net of unearned income	B528	13,634,000						4.b
c. LESS: Allowance for loan and lease losses	3123	112,000						4.c
d. Loans and leases, net of unearned income and allowance (Item 4.b minus 4.c)			B529	13,522,000				4.d
5. Trading assets (from Schedule RC-D)			3545	5,934,000				5
6. Premises and fixed assets (including capitalized leases)			2145	51,000				6
7. Other real estate owned (from Schedule RC-M)			2150	0				7
8. Investments in unconsolidated subsidiaries and associated companies			2130	0				8
9. Direct and indirect investments in real estate ventures			3656	0				9
10. Intangible assets:
a. Goodwill			3163	0				10.a
b. Other intangible assets (from Schedule RC-M)			0426	58,000				10.b
11. Other assets (from Schedule RC-F)			2160	5,168,000				11
12. Total assets (sum of items 1 through 11)			2170	41,418,000				12

(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.

(3) Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

	DEUTSCHE BANK TRUST COMPANY AMERICAS								FFIEC 031
	Legal Title of Bank								Page RC-2
	FDIC Certificate Number: 00623								14
	Printed on 8/17/2009 at 3:14 PM
Schedule RC—Continued
Dollar Amounts in Thousands					Tril	Bil	Mil	Thou
LIABILITIES
13.	Deposits:			RCON
	a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)			2200	8,713,000				13.a
	(1) Noninterest-bearing (1)	6631	5,727,000						13.a.1
	(2) Interest-bearing	6636	2,986,000						13.a.2
	b. In foreign offices, Edge and Agreement subsidiaries, and IBFs			RCFN
	(from Schedule RC-E, part II)			2200	9,914,000				13.b
	(1) Noninterest-bearing	6631	4,222,000						13.b.1
	(2) Interest-bearing	6636	5,692,000						13.b.2
14.	Federal funds purchased and securities sold under agreements to repurchase:			RCON
	a. Federal funds purchased in domestic offices (2)			B993	8,714,000				14.a
				RCFD
	b. Securities sold under agreements to repurchase (3)			B995	0				14.b
15.	Trading liabilities (from Schedule RC-D)			3548	208,000				15
16.	Other borrowed money (includes mortgage indebtedness and obligations
	under capitalized leases) (from Schedule RC-M)			3190	2,685,000				16
17.	and 18. Not applicable
19.	Subordinated notes and debentures (4)			3200	0				19
20.	Other liabilities (from Schedule RC-G)			2930	2,097,000				20
21.	Total liabilities (sum of items 13 through 20)			2948	32,331,000				21
22.	Not applicable
EQUITY CAPITAL
	Bank Equity Capital
23.	Perpetual preferred stock and related surplus			3838	1,500,000				23
24.	Common stock			3230	2,127,000				24
25.	Surplus (excludes all surplus related to preferred stock)			3839	592,000				25
26.	a. Retained earnings			3632	4,428,000				26.a
	b. Accumulated other comprehensive income (5)			B530	(39,000)				26.b
	c. Other equity capital components (6)			A130	0				26.c
27.	a. Total bank equity capital (sum of items 23 through 26.c)			3210	8,608,000				27.a
	b. Noncontrolling (minority) interests in consolidated subsidiaries			3000	479,000				27.b
28.	Total equity capital (sum of items 27.a and 27.b)			G105	9,087,000				28
29.	Total liabilities and equity capital (sum of items 21 and 28)			3300	41,418,000				29
Memorandum
To be reported with the March Report of Condition.
1.	Indicate in the box at the right the number of the statement below that best describes the
	most comprehensive level of auditing work performed for the bank by independent external			RDFD	Number
	auditors as of any date during 2008			6724	N/A				M.1

1 =  Independent audit of the bank conducted in accordance with generally        accepted auditing standards by a certified public accounting firm        which submits a report on the bank 2 =  Independent audit of the bank’s parent holding company conducted in        accordance with generally accepted auditing standards by a certified        public accounting firm which submits a report on the consolidated        holding company (but not on the bank separately) 3 =  Attestation on bank management’s assertion on the effectiveness of        the bank’s internal control over financial reporting by a certified        public accounting firm. 4 =  Director’s examination of the bank conducted in accordance with        generally accepted auditing standards by a certified public        accounting firm (may be required by state chartering authority) 5 =  Directors’ examination of the bank performed by other external        auditors (may be required by state chartering authority) 6 =  Review of the bank’s financial statements by external auditors 7 =  Compilation of the bank’s financial statements by external auditors 8 =  Other audit procedures (excluding tax preparation work) 9 =  No external audit work

To be reported with the March Report of Condition.		RCON	MM / DD
2.	Bank’s fiscal year-end date	8678	N/A	M.2

(1) Includes total demand deposits and noninterest-bearing time and savings deposits.

(2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”

(3) Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

(4) Includes limited-life preferred stock and related surplus.

(5) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.

(6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.