EXHIBIT 3(a)

                             ARTICLES OF CONVERSION

                                       OF

                          RELIANT ENERGY, INCORPORATED

                  The undersigned officer of Reliant Energy, Incorporated,
hereby certifies the following:

1.       The converting entity is Reliant Energy, Incorporated (the "Converting
         Entity"), a corporation incorporated under the laws of the State of
         Texas.

2.       The plan of conversion of the Converting Entity (the "Plan of
         Conversion") has been approved by the shareholders of the Converting
         Entity.

3.       An executed Plan of Conversion is on file at the principal place of
         business of the Converting Entity at 1111 Louisiana, Houston, Texas
         77002. An executed Plan of Conversion will be on file, from and after
         the conversion, at the principal place of business of CenterPoint
         Energy Houston Electric, LLC, the converted entity (the "Converted
         Entity"), at 1111 Louisiana, Houston, Texas 77002.

4.       A copy of the Plan of Conversion will be furnished by the Converting
         Entity (prior to the conversion) or the Converted Entity (after the
         conversion), on written request and without cost, to any shareholder of
         the Converting Entity or member of the Converted Entity.

5.       Immediately prior to the effective time of the conversion specified in
         paragraph 8 below, the outstanding capital stock of the Converting
         Entity consists of 1,000 shares of common stock, without par value
         ("Common Stock"), and 3,160 shares of Series E Preference Stock,
         without par value ("Series E Preference Stock"). The holders of all
         outstanding shares of Common Stock and Series E Preference Stock signed
         written consents approving the Plan of Conversion.

6.       The Converted Entity will assume and be liable for the payment of all
         fees and franchise taxes payable by or imposed on the Converting
         Entity.

7.       Approval of the Plan of the Conversion was duly authorized by all
         action required by laws under which the Converting Entity was
         incorporated and by its constituent documents.

8.       The conversion will become effective at 11:54 p.m., Houston time, on
         August 31, 2002 in accordance with provisions of Article 10.03 of the
         Texas Business Corporation Act and Article 9.02 of the Texas Limited
         Liability Company Act.






                  EXECUTED this 30th day of August, 2002.



                                    RELIANT ENERGY, INCORPORATED



                                    By  /s/ Rufus Scott
                                      ------------------------------
                                            Name: Rufus Scott
                                            Title: Assistant Corporate Secretary