Securities and Exchange Act of 1934
Rule 13e-4(f)(6) and Rule 14e-5

December 21, 2006

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance
Division of Market Regulation

Margo S. Scholin, Esq.
Baker Botts L.L.P.
One Shell Plaza
910 Louisiana Street
Houston, TX 77002

Dear Ms. Scholin:

We are responding to your letter dated December 21, 2006, as supplemented by telephone conversations with the staff of the Division of Corporation Finance and Division of Market Regulation, with regard to your request for no-action relief. Our response is attached to the enclosed photocopy of your letter to avoid having to recite or summarize the facts set forth in your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as defined in your letter.

Based on your oral and written representations and the facts and circumstances presented, the staff will not recommend that the Commission take enforcement action against the Company under Rule 13e-4(f)(6) or Rule 14e-5 under the Exchange Act if the Redemption Offer is conducted in the manner described in your letter.

In granting the requested relief, we note in particular that:

• except on the basis for which relief has been granted, the Put Option Tender Offer will be made and completed in compliance with Rule 13e-4 and Regulation 14E;
   
• the effect of the Redemption Offer, whether consummated before, during or after the Put Option Tender Offer, on the trading price of the Common Stock is not expected to differ since the terms of the Redemption Offer (other than timing) are provided in the Indenture;
   
• the conversion value of the Securities is in excess of the Put Option Price and, therefore, the Company does not believe that exercise of the Put Option will be viewed by holders of the Securities as economically advantageous;
   
• the Redemption Offer will be made pursuant to a contractual obligation under the terms of the Securities, and is not expected to have an impact on the trading price of the Securities; and
   
• the trading price of the Securities is based in part on the Conversion Value of the Securities and the credit rating attached to the Securities, and the Redemption Offer is not expected to affect either the Conversion Value of the Securities or such credit rating.

The foregoing no-action positions are based solely on your oral and written representations and the facts presented in your letter and in telephone conversations with the staff, and are strictly limited to the application of the rules to the proposed transactions. The transactions should be discontinued, pending presentation of the facts for our consideration, in the event that any material change occurs with respect to any of those facts or representations.

In addition, your attention is directed to the anti-fraud and anti-manipulation provisions of the Exchange Act, particularly Sections 10(b) and 14(e), and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the participants in the Put Option Tender Offer and the Redemption Offer. The Divisions express no views with respect to any other questions that the proposed transactions may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed transactions.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/centerpoint122106-13e.htm