UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): AUGUST 6, 2004

                         ------------------------------

                           TEXAS GENCO HOLDINGS, INC.

             (Exact name of registrant as specified in its charter)

                 TEXAS                 1-31449            76-0695920
     (State or other jurisdiction    (Commission         (IRS Employer
           of incorporation)         File Number)      Identification No.)


                        1111 LOUISIANA
                        HOUSTON, TEXAS                    77002
           (Address of principal executive offices)     Zip Code)


       Registrant's telephone number, including area code: (713) 207-1111

                         ------------------------------





ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         The exhibit listed below is furnished pursuant to Item 12 of this Form
8-K.

                  (c)      Exhibits.

                  99.1     Press Release issued August 6, 2004 regarding Texas
                           Genco Holdings, Inc.'s second quarter 2004 earnings.

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On August 6, 2004, Texas Genco Holdings, Inc. ("Texas Genco") reported
second quarter 2004 earnings. For additional information regarding Texas Genco's
second quarter 2004 earnings, please refer to Texas Genco's press release
attached to this report as Exhibit 99.1 (the "Press Release"), which Press
Release is incorporated by reference herein. The information in the Press
Release is being furnished, not filed, pursuant to Item 12. Accordingly, the
information in the Press Release will not be incorporated by reference into any
registration statement filed by Texas Genco under the Securities Act of 1933, as
amended, unless specifically identified therein as being incorporated therein by
reference.



                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                          TEXAS GENCO HOLDINGS, INC.



Date: August 6, 2004                      By:      /s/ James S. Brian
                                             -----------------------------------
                                                   James S. Brian
                                                   Senior Vice President and
                                                   Chief Accounting Officer



                                  EXHIBIT INDEX

     EXHIBIT
     NUMBER                        EXHIBIT DESCRIPTION
     -------                       -------------------
      99.1         Press Release issued August 6, 2004 regarding Texas
                   Genco Holdings, Inc.'s second quarter 2004 earnings.