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): OCTOBER 21, 2003

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

                           TEXAS GENCO HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)


                                                                                      
                TEXAS                                  1-31449                              76-0695920
    (State or other jurisdiction              (Commission File Number)                     (IRS Employer
          of incorporation)                                                             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.


            (c) Exhibits.

            The following exhibit is filed herewith:

            99.1   Press Release issued October 21, 2003 regarding Texas Genco's
                   third quarter 2003 earnings.

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

      On October 21, 2003, Texas Genco Holdings, Inc. ("Texas Genco") reported
third quarter 2003 earnings. For additional information regarding Texas Genco's
third quarter 2003 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.

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                                    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:  October 21, 2003                 By: /s/ James S. Brian
                                           -------------------------------
                                                James S. Brian
                                                Senior Vice President and
                                                Chief Accounting Officer


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                                  EXHIBIT INDEX

         EXHIBIT
         NUMBER                EXHIBIT DESCRIPTION
         ------                -------------------

          99.1         Press Release issued October 21, 2003 regarding Texas
                       Genco's third quarter 2003 earnings