UNITED STATES                -----------------
                       SECURITIES AND EXCHANGE COMMISSION       SEC File Number
                             Washington, D.C. 20549                001-16455
                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING            CUSIP Number
                                                                      [ ]

(Check One):  [ ] Form 10-K   [ ] Form 20-F   [ ] Form 11-K
              [X] Form 10-Q   [ ] Form N-SAR

         For Period Ended: MARCH 31, 2002
         [ ]  Transition Report on Form 10-K
         [ ]  Transition Report on Form 20-F
         [ ]  Transition Report on Form 11-K
         [ ]  Transition Report on Form 10-Q
         [ ]  Transition Report on Form N-SAR
         For the Transition Period Ended:


         If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:


Full Name of Registrant:                     Reliant Resources, Inc.

Former Name if Applicable:                   Not Applicable

Address of Principal Executive Office
(Street and Number):                         1111 Louisiana

City, State and Zip Code:                    Houston, Texas 77002


PART II - RULES 12b-25(b) AND (c)

[X] If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)

         (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

         (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on
or before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and

         (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.


State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.

         On May 13, 2002, Reliant Resources, Inc. (the "Company") announced its
preliminary findings of its review of certain trading transactions involving
simultaneous purchases and sales with the same counterparty at the same price.
While the Company is still completing its review of its trading transactions, it
believes that it has engaged in transactions that had the effect of increasing
its revenues by approximately 10% over the years 1999, 2000 and 2001. The
Company's management, as well as its accounting and legal resources, have been
very involved in the review of these transactions and the Company's accounting
policies. For the reasons set forth herein, and because the attention of the
relevant personnel that prepare the Company's Form 10-Q has been diverted from
that task, the Company is not able to timely file its Form 10-Q for the first
quarter of 2002 without unreasonable or undue effort, expense or burden.



         (1) Name and telephone number of person to contact in regard to this

         Stephen W. Naeve              (713)                  207-3000
              (Name)                (Area Code)           (Telephone Number)

         (2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).

                                [X] Yes  [ ] No

         (3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?

                                [X] Yes  [ ] No

         If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.

         For a discussion of significant changes in the registrant's results of
operations for the first quarter of 2002 as compared to its results of
operations for the first quarter of 2001, please read Item 5 of the registrant's
Current Report on Form 8-K, which report was filed with the Securities and
Exchange Commission on April 29, 2002. Item 5 of the Form 8-K is incorporated
herein by reference.

                             Reliant Resources, Inc.
                (Name of the Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date: May 15, 2002                            By: /s/ Stephen W. Naeve
                                                  Stephen W. Naeve
                                                  Executive Vice President and
                                                  Chief Financial Officer