<PAGE>
    As filed with the Securities and Exchange Commission on April 19, 2002

                                             Registration No. 333-______________
================================================================================

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                             RELIANT RESOURCES, INC.
             (Exact name of registrant as specified in its charter)


            DELAWARE                                     76-0655566
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                         Identification
                                                            No.)
         1111 LOUISIANA
         HOUSTON, TEXAS                                     77002
(Address of principal executive                          (Zip Code)
             offices)


                             RELIANT RESOURCES, INC.
                                  SAVINGS PLAN
                            (Full title of the plan)

                                 Hugh Rice Kelly
         Senior Vice President, General Counsel and Corporate Secretary
                                 1111 Louisiana
                              Houston, Texas 77002
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (713) 207-3000


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                  PROPOSED              PROPOSED
                                                                   MAXIMUM              MAXIMUM
                                                                  OFFERING             AGGREGATE            AMOUNT OF
          TITLE OF SECURITIES              AMOUNT TO BE             PRICE               OFFERING          REGISTRATION
           TO BE REGISTERED                 REGISTERED          PER SHARE (1)          PRICE (1)               FEE
---------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                       <C>                <C>                   <C>
Common Stock, $.001 par value            2,500,000 shares          $15.01             $37,525,000           $3,452.30
per share
---------------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase Rights          2,500,000 rights            (3)                  (3)                  (3)
(2)
---------------------------------------------------------------------------------------------------------------------------

</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee
     in accordance with Rule 457(c) based upon the average of the high and low
     prices of the Common Stock of Reliant Resources, Inc. reported on the New
     York Stock Exchange Composite Tape on April 16, 2002.

(2)  Each share of Common Stock to be registered includes one associated
     Preferred Stock Purchase Right.

(3)  No separate consideration is payable for the Preferred Stock Purchase
     Rights. Therefore, the registration fee for such securities is included in
     the registration fee for the Common Stock.

(4)  In addition, pursuant to Rule 416(c) under the Securities Act of
     1933, as amended, this registration statement also covers an indeterminate
     amount of interests to be offered or sold pursuant to the employee benefit
     plan described herein.

================================================================================


<PAGE>

                             INTRODUCTORY STATEMENT

                  Reliant Resources, Inc. (the "Registrant" or the "Company") is
filing this Registration Statement on Form S-8 relating to its Common Stock, par
value $.001 per share, and associated rights to purchase its Series A Preferred
Stock, par value $.001 per share (such common stock and associated rights are
collectively referred to in this Registration Statement as the "Common Stock"),
issuable pursuant to the terms of the Reliant Resources, Inc. Savings Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  Note: The document(s) containing the plan information required
by Item 1 of Form S-8 and the statement of availability of registrant
information and any other information required by Item 2 of Form S-8 will be
sent or given to participants as specified by Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. The Registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
Registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.



                                       1
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed with the Commission by the
Company (File No. 001-16455) pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or as otherwise indicated, are hereby incorporated
in this Registration Statement by reference:

                  (1) the Company's Annual Report on Form 10-K for the fiscal
         year ended December 31, 2001;

                  (2) the Company's Amended Current Report on Form 8-K/A dated
         September 26, 2001, as filed with the Commission on March 28, 2002;

                  (3) the Company's Current Report on Form 8-K dated December
         18, 2001, as filed with the Commission on January 11, 2002;

                  (4) the Company's Current Report on Form 8-K dated February 5,
         2002 (other than the information included in Item 9 therein), as filed
         with the Commission on February 5, 2002;

                  (5) the Company's Current Report on Form 8-K dated February
         19, 2002, as filed with the Commission on March 6, 2002;

                  (6) the Company's Amended Current Report on Form 8-K/A dated
         February 19, 2002, as filed with the Commission on April 9, 2002;

                  (7) the Company's Current Report on Form 8-K dated March 15,
         2002 (other than the information included in Item 9 therein), as filed
         with the Commission on March 15, 2002;

                  (8) the Company's Current Report on Form 8-K dated April 5,
         2002, as filed with the Commission on April 8, 2002; and

                  (9) the description of the Common Stock contained in the
         Company's Registration Statement on Form 8-A, as filed with the
         Commission on April 27, 2001 pursuant to the Exchange Act, as amended
         by Amendment No. 1 thereto on Form 8-A/A, as filed with the Commission
         on May 2, 2001.

                  All documents filed with the Commission by the Company
pursuant to sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold, or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

                  Any statement contained herein or incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.




                                       2
<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Company is incorporated under the laws of the State of
Delaware. Section 145 ("Section 145") of Title 8 of the Delaware Code gives a
corporation power to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful.

                  Section 145 also gives a corporation power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper. Section 145 further provides that, to the
extent that a present or former director or officer of a corporation has been
successful on the merits or otherwise in defense of any such action, suit or
proceeding, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

                  Section 145 also authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, arising out of
his status as such, whether or not the corporation would otherwise have the
power to indemnify him under Section 145.

                  The Company's Restated Certificate of Incorporation and
Amended and Restated Bylaws provide for the indemnification of officers and
directors to the fullest extent permitted by the General Corporation Law.

                  All of the Company's directors and officers will be covered by
insurance policies maintained by the Company against certain liabilities for
actions taken in their capacities as such, including liabilities under the
Securities Act.




                                       3
<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.  EXHIBITS.

                  The following documents are filed as a part of this
Registration Statement or incorporated by reference herein:

<TABLE>
<CAPTION>
                                                             Report or            SEC File or
Exhibit                                                     Registration          Registration          Exhibit
Number                 Document Description                   Statement               Number           Reference
------                 --------------------             -----------------         ------------         ---------
<S>        <C>                                        <C>                        <C>                    <C>
4.1* -       Restated Certificate of Incorporation      Registration               333-48038              3.1
                                                        Statement on Form
                                                        S-1

4.2* -       Amended and Restated Bylaws of the         Registration               333-48038              3.2
             Company                                    Statement on Form
                                                        S-1

4.3* -       Specimen Stock Certificate                 Registration               333-48038              4.1
                                                        Statement on Form
                                                        S-1

4.4* -       Form of Rights Agreement effective as of   Registration               333-48038              4.2
             January 15, 2001 between the Company and   Statement on Form
             The Chase Manhattan Bank, as Rights        S-1
             Agent, including a Form of Rights
             Certificate

4.5  -       Form of Reliant Resources, Inc. Savings
             Plan

5.1  -       Opinion of Baker Botts L.L.P.

23.1 -       Consent of Deloitte  & Touche LLP

23.2 -       Consent of Baker Botts L.L.P. (included
             in Exhibit 5.1)

24.1 -       Power of Attorney (included on the
             signature page to this Registration
             Statement)

</TABLE>

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

*        Incorporated herein by reference as indicated.

ITEM 9.  UNDERTAKINGS.

                  (a)      The undersigned registrant hereby undertakes:

                           (1) To file, during any period in which offers or
         sales are being made, a post-effective amendment to this registration
         statement:

                                    (i) To include any prospectus required by
                           section 10(a)(3) of the Securities Act;



                                       4
<PAGE>

                                    (ii) To reflect in the prospectus any facts
                  or events arising after the effective date of the registration
                  statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  registration statement;

                                    (iii) To include any material information
                  with respect to the plan of distribution not previously
                  disclosed in the registration statement or any material change
                  to such information in the registration statement;

                  Provided, however, that the undertakings set forth in
         paragraphs (i) and (ii) above do not apply if the information required
         to be included in a post-effective amendment by those paragraphs is
         contained in periodic reports filed by the registrant pursuant to
         Section 13 or Section 15(d) of the Exchange Act that are incorporated
         by reference in the registration statement.

                           (2) That, for the purpose of determining any
         liability under the Securities Act, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

                           (3) To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

                  (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.



                                       5
<PAGE>


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, the State of Texas, on April 19, 2002.

                             RELIANT RESOURCES, INC.
                             (Registrant)

                             By:              /s/ R. Steve Letbetter
                                ------------------------------------------------
                                                 R. Steve Letbetter,
                                Chairman, President and Chief Executive Officer

                  Pursuant to the requirements of the Securities Act of 1933,
the Benefits Committee has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Houston, the State of Texas, on April 19, 2002.

                              RELIANT RESOURCES, INC. SAVINGS PLAN

                              By:          /s/ Mary P. Ricciardello
                                 -----------------------------------------------
                                               Mary P. Ricciardello
                                      Chair person of the Benefits Committee

                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints R. Steve Letbetter, Stephen W.
Naeve and Hugh Rice Kelly, and each of them severally, his or her true and
lawful attorney or attorneys-in-fact and agents, with full power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his or her name place and stead, in any and all capacities, any or
all amendments (including pre-effective and post-effective amendments) to this
Registration Statement and any registration statement for the same offering
filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents and each of them full power and authority, to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, each and every act and thing necessary or desirable to be done in
and about the premises, to all intents and purposes and as fully as they might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitutes may lawfully do or cause to be
done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



                                       6
<PAGE>



<TABLE>
<CAPTION>

       Signature                               Title                        Date
       ---------                               -----                        ----

<S>                                          <C>                           <C>
/s/ R. Steve Letbetter                         Chairman, President, Chief    April 19, 2002
------------------------                       Executive Officer and
 (R. Steve Letbetter)                          Director (Principal
                                               Executive Officer and
                                               Director)

 /s/ Stephen W. Naeve                          Executive Vice President      April 19, 2002
------------------------                       and Chief Financial
  (Stephen W. Naeve)                           Officer (Principal
                                               Financial Officer)


/s/ Mary P. Ricciardello                       Senior Vice  President  and   April 19, 2002
------------------------                       Chief  Accounting   Officer
(Mary P. Ricciardello)                         (Principal Accounting
                                               Officer)
/s/ James A. Baker, III
------------------------                       Director                      April 19, 2002
 (James A. Baker, III)


/s/ Milton Carroll
------------------------                       Director                      April 19, 2002
   (Milton Carroll)


  /s/ L. Lowry Mays
------------------------                       Director                      April 19, 2002
    (L. Lowry Mays)


  /s/ Philip Miller
------------------------                       Director                      April 19, 2002
   (Philip Miller )


</TABLE>



                                       7
<PAGE>


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                             Report or            SEC File or
Exhibit                                                     Registration          Registration          Exhibit
Number                 Document Description                   Statement               Number           Reference
------                 --------------------             -----------------         ------------         ---------
<S>        <C>                                        <C>                        <C>                    <C>
4.1* -       Restated Certificate of Incorporation      Registration               333-48038              3.1
                                                        Statement on Form
                                                        S-1

4.2* -       Amended and Restated Bylaws of the
             Company                                    Registration               333-48038              3.2
                                                        Statement on Form
                                                        S-1

4.3* -       Specimen Stock Certificate                 Registration               333-48038              4.1
                                                        Statement on Form
                                                        S-1

4.4* -       Rights Agreement effective as of January   Registration               333-48038              4.2
             15, 2001 between the Company and The       Statement on Form
             Chase Manhattan Bank, as Rights Agent,     S-1
             including a Form of Rights Certificate

4.5  -       Form of Reliant Resources, Inc. Savings
             Plan

5.1  -       Opinion of Baker Botts, L.L.P.

23.1 -       Consent of Deloitte & Touche LLP

23.2 -       Consent of Baker Botts L.L.P. (included
             in Exhibit 5.1)

24.1 -       Power of Attorney (included on the
             signature page to this Registration
             Statement)

</TABLE>

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

*        Incorporated herein by reference as indicated.






                                       8
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{"company-data": {"conformed-name": "RELIANT RESOURCES INC", "cik": "0001126294", "assigned-sic": "4911", "irs-number": "760655566", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86608", "film-number": "02615640"}, "business-address": {"street1": "RELIANT ENERGY INC", "street2": "1111 LOUISIANA STREET", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7132073000"}}
As filed with the Securities and Exchange Commission on April 19, 2002

                                             Registration No. 333-______________
================================================================================

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                             RELIANT RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                     76-0655566
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                         Identification
                                                            No.)
         1111 LOUISIANA
         HOUSTON, TEXAS                                     77002
(Address of principal executive                          (Zip Code)
             offices)

                             RELIANT RESOURCES, INC.
                                  SAVINGS PLAN
                            (Full title of the plan)

                                 Hugh Rice Kelly
         Senior Vice President, General Counsel and Corporate Secretary
                                 1111 Louisiana
                              Houston, Texas 77002
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (713) 207-3000

                         CALCULATION OF REGISTRATION FEE
PROPOSED              PROPOSED
                                                                   MAXIMUM              MAXIMUM
                                                                  OFFERING             AGGREGATE            AMOUNT OF
          TITLE OF SECURITIES              AMOUNT TO BE             PRICE               OFFERING          REGISTRATION
           TO BE REGISTERED                 REGISTERED          PER SHARE (1)          PRICE (1)               FEE
---------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value            2,500,000 shares          $15.01             $37,525,000           $3,452.30
per share
---------------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase Rights          2,500,000 rights            (3)                  (3)                  (3)
(2)
---------------------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee
     in accordance with Rule 457(c) based upon the average of the high and low
     prices of the Common Stock of Reliant Resources, Inc. reported on the New
     York Stock Exchange Composite Tape on April 16, 2002.

(2)  Each share of Common Stock to be registered includes one associated
     Preferred Stock Purchase Right.

(3)  No separate consideration is payable for the Preferred Stock Purchase
     Rights. Therefore, the registration fee for such securities is included in
     the registration fee for the Common Stock.

(4)  In addition, pursuant to Rule 416(c) under the Securities Act of
     1933, as amended, this registration statement also covers an indeterminate
     amount of interests to be offered or sold pursuant to the employee benefit
     plan described herein.

================================================================================
INTRODUCTORY STATEMENT

                  Reliant Resources, Inc. (the "Registrant" or the "Company") is
filing this Registration Statement on Form S-8 relating to its Common Stock, par
value $.001 per share, and associated rights to purchase its Series A Preferred
Stock, par value $.001 per share (such common stock and associated rights are
collectively referred to in this Registration Statement as the "Common Stock"),
issuable pursuant to the terms of the Reliant Resources, Inc. Savings Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  Note: The document(s) containing the plan information required
by Item 1 of Form S-8 and the statement of availability of registrant
information and any other information required by Item 2 of Form S-8 will be
sent or given to participants as specified by Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. The Registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
Registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.

                                       1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed with the Commission by the
Company (File No. 001-16455) pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or as otherwise indicated, are hereby incorporated
in this Registration Statement by reference:

                  (1) the Company's Annual Report on Form 10-K for the fiscal
         year ended December 31, 2001;

                  (2) the Company's Amended Current Report on Form 8-K/A dated
         September 26, 2001, as filed with the Commission on March 28, 2002;

                  (3) the Company's Current Report on Form 8-K dated December
         18, 2001, as filed with the Commission on January 11, 2002;

                  (4) the Company's Current Report on Form 8-K dated February 5,
         2002 (other than the information included in Item 9 therein), as filed
         with the Commission on February 5, 2002;

                  (5) the Company's Current Report on Form 8-K dated February
         19, 2002, as filed with the Commission on March 6, 2002;

                  (6) the Company's Amended Current Report on Form 8-K/A dated
         February 19, 2002, as filed with the Commission on April 9, 2002;

                  (7) the Company's Current Report on Form 8-K dated March 15,
         2002 (other than the information included in Item 9 therein), as filed
         with the Commission on March 15, 2002;

                  (8) the Company's Current Report on Form 8-K dated April 5,
         2002, as filed with the Commission on April 8, 2002; and

                  (9) the description of the Common Stock contained in the
         Company's Registration Statement on Form 8-A, as filed with the
         Commission on April 27, 2001 pursuant to the Exchange Act, as amended
         by Amendment No. 1 thereto on Form 8-A/A, as filed with the Commission
         on May 2, 2001.

                  All documents filed with the Commission by the Company
pursuant to sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold, or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

                  Any statement contained herein or incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

                                       2
ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Company is incorporated under the laws of the State of
Delaware. Section 145 ("Section 145") of Title 8 of the Delaware Code gives a
corporation power to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful.

                  Section 145 also gives a corporation power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper. Section 145 further provides that, to the
extent that a present or former director or officer of a corporation has been
successful on the merits or otherwise in defense of any such action, suit or
proceeding, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

                  Section 145 also authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, arising out of
his status as such, whether or not the corporation would otherwise have the
power to indemnify him under Section 145.

                  The Company's Restated Certificate of Incorporation and
Amended and Restated Bylaws provide for the indemnification of officers and
directors to the fullest extent permitted by the General Corporation Law.

                  All of the Company's directors and officers will be covered by
insurance policies maintained by the Company against certain liabilities for
actions taken in their capacities as such, including liabilities under the
Securities Act.

                                       3
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.  EXHIBITS.

                  The following documents are filed as a part of this
Registration Statement or incorporated by reference herein:
Report or            SEC File or
Exhibit                                                     Registration          Registration          Exhibit
Number                 Document Description                   Statement               Number           Reference
------                 --------------------             -----------------         ------------         ---------
4.1* -       Restated Certificate of Incorporation      Registration               333-48038              3.1
                                                        Statement on Form
                                                        S-1

4.2* -       Amended and Restated Bylaws of the         Registration               333-48038              3.2
             Company                                    Statement on Form
                                                        S-1

4.3* -       Specimen Stock Certificate                 Registration               333-48038              4.1
                                                        Statement on Form
                                                        S-1

4.4* -       Form of Rights Agreement effective as of   Registration               333-48038              4.2
             January 15, 2001 between the Company and   Statement on Form
             The Chase Manhattan Bank, as Rights        S-1
             Agent, including a Form of Rights
             Certificate

4.5  -       Form of Reliant Resources, Inc. Savings
             Plan

5.1  -       Opinion of Baker Botts L.L.P.

23.1 -       Consent of Deloitte  & Touche LLP

23.2 -       Consent of Baker Botts L.L.P. (included
             in Exhibit 5.1)

24.1 -       Power of Attorney (included on the
             signature page to this Registration
             Statement)
---------------

*        Incorporated herein by reference as indicated.

ITEM 9.  UNDERTAKINGS.

                  (a)      The undersigned registrant hereby undertakes:

                           (1) To file, during any period in which offers or
         sales are being made, a post-effective amendment to this registration
         statement:

                                    (i) To include any prospectus required by
                           section 10(a)(3) of the Securities Act;

                                       4
(ii) To reflect in the prospectus any facts
                  or events arising after the effective date of the registration
                  statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  registration statement;

                                    (iii) To include any material information
                  with respect to the plan of distribution not previously
                  disclosed in the registration statement or any material change
                  to such information in the registration statement;

                  Provided, however, that the undertakings set forth in
         paragraphs (i) and (ii) above do not apply if the information required
         to be included in a post-effective amendment by those paragraphs is
         contained in periodic reports filed by the registrant pursuant to
         Section 13 or Section 15(d) of the Exchange Act that are incorporated
         by reference in the registration statement.

                           (2) That, for the purpose of determining any
         liability under the Securities Act, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

                           (3) To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

                  (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, the State of Texas, on April 19, 2002.

                             RELIANT RESOURCES, INC.
                             (Registrant)

                             By:              /s/ R. Steve Letbetter
                                ------------------------------------------------
                                                 R. Steve Letbetter,
                                Chairman, President and Chief Executive Officer

                  Pursuant to the requirements of the Securities Act of 1933,
the Benefits Committee has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Houston, the State of Texas, on April 19, 2002.

                              RELIANT RESOURCES, INC. SAVINGS PLAN

                              By:          /s/ Mary P. Ricciardello
                                 -----------------------------------------------
                                               Mary P. Ricciardello
                                      Chair person of the Benefits Committee

                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints R. Steve Letbetter, Stephen W.
Naeve and Hugh Rice Kelly, and each of them severally, his or her true and
lawful attorney or attorneys-in-fact and agents, with full power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his or her name place and stead, in any and all capacities, any or
all amendments (including pre-effective and post-effective amendments) to this
Registration Statement and any registration statement for the same offering
filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents and each of them full power and authority, to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, each and every act and thing necessary or desirable to be done in
and about the premises, to all intents and purposes and as fully as they might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitutes may lawfully do or cause to be
done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

                                       6
Signature                               Title                        Date
       ---------                               -----                        ----
/s/ R. Steve Letbetter                         Chairman, President, Chief    April 19, 2002
------------------------                       Executive Officer and
 (R. Steve Letbetter)                          Director (Principal
                                               Executive Officer and
                                               Director)

 /s/ Stephen W. Naeve                          Executive Vice President      April 19, 2002
------------------------                       and Chief Financial
  (Stephen W. Naeve)                           Officer (Principal
                                               Financial Officer)

/s/ Mary P. Ricciardello                       Senior Vice  President  and   April 19, 2002
------------------------                       Chief  Accounting   Officer
(Mary P. Ricciardello)                         (Principal Accounting
                                               Officer)
/s/ James A. Baker, III
------------------------                       Director                      April 19, 2002
 (James A. Baker, III)

/s/ Milton Carroll
------------------------                       Director                      April 19, 2002
   (Milton Carroll)

  /s/ L. Lowry Mays
------------------------                       Director                      April 19, 2002
    (L. Lowry Mays)

  /s/ Philip Miller
------------------------                       Director                      April 19, 2002
   (Philip Miller )
7
INDEX TO EXHIBITS
Report or            SEC File or
Exhibit                                                     Registration          Registration          Exhibit
Number                 Document Description                   Statement               Number           Reference
------                 --------------------             -----------------         ------------         ---------
4.1* -       Restated Certificate of Incorporation      Registration               333-48038              3.1
                                                        Statement on Form
                                                        S-1

4.2* -       Amended and Restated Bylaws of the
             Company                                    Registration               333-48038              3.2
                                                        Statement on Form
                                                        S-1

4.3* -       Specimen Stock Certificate                 Registration               333-48038              4.1
                                                        Statement on Form
                                                        S-1

4.4* -       Rights Agreement effective as of January   Registration               333-48038              4.2
             15, 2001 between the Company and The       Statement on Form
             Chase Manhattan Bank, as Rights Agent,     S-1
             including a Form of Rights Certificate

4.5  -       Form of Reliant Resources, Inc. Savings
             Plan

5.1  -       Opinion of Baker Botts, L.L.P.

23.1 -       Consent of Deloitte & Touche LLP

23.2 -       Consent of Baker Botts L.L.P. (included
             in Exhibit 5.1)

24.1 -       Power of Attorney (included on the
             signature page to this Registration
             Statement)
----------------

*        Incorporated herein by reference as indicated.

                                       8