EXHIBIT 31.2



                                 CERTIFICATIONS

I, Gary L. Whitlock, certify that:

         1. I have reviewed this annual report on Form 10-K/A of CenterPoint
Energy Resources Inc.; and

         2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report.

Date: August 29, 2005

                                           /s/ Gary L. Whitlock
                                           -------------------------------------
                                           Gary L. Whitlock
                                           Executive Vice President and
                                           Chief Financial Officer