Item 3.02. Unregistered Sales of Equity Securities
In April 2008, CenterPoint Energy, Inc. (the "Company") called for redemption all of its outstanding 3.75% Convertible Senior Notes due 2023 (the "Old Notes") and 3.75% Convertible Senior Notes, Series B due 2023 (the "New Notes" and, together with the Old Notes, the "Notes") at a redemption price of $1,000 in cash plus accrued and unpaid interest, including contingent interest, to the redemption date of May 30, 2008, for each $1,000 aggregate principal amount of the Notes. As of the date of the call for redemption, $390.9 million aggregate principal amount of the Notes was outstanding, consisting of $0.7 million aggregate principal amount of Old Notes and $390.2 million aggregate principal amount of New Notes.
Substantially all of the Notes were submitted for conversion on or prior to May 30, 2008. Of the remaining amount, $56,000 aggregate principal amount of Notes was redeemed and $7,000 aggregate principal amount of Notes was purchased by the Company pursuant to the previously announced offer to purchase for cash any Notes tendered by holders before 12:00 Midnight, New York City time, on Wednesday, May 14, 2008, which offer was made pursuant to the indenture governing the Notes. Each $1,000 principal amount of Old Notes was convertible into 90.7622 shares of the Company's common stock. Each $1,000 principal amount of New Notes was convertible into $1,000 in cash and a number of shares of the Company's common stock determined based on the trading price of the common stock over a ten-trading-day period following the later of the submission of the Notes for conversion and the date on which the holder satisfied the conversion requirements of the indenture governing the Notes.
Subsequent to April 25, 2008, the Company satisfied its conversion obligations with respect to the Notes by delivering to holders (i) total cash in an amount equal to approximately $354 million and (ii) a total of 11,048,469 shares of the Company's common stock as described below:

Number of Shares Securities Conversion Notice Settlement Date Principal Amount of Common Stock Cenverted* Date of Conversion** of Notes Converted Issued New Notes April 7, 2008 April 29, 2008 $ 1,000 24 New Notes April 23, 2008 May 15, 2008 2,000 49 New Notes April 28, 2008 May 20, 2008 12,000 295 Old Notes May 21, 2008 May 29, 2008 250,000 22,690 Old Notes May 30, 2008 June 6, 2008 396,000 35,940 New Notes May 15, 2008 June 9, 2008 500,000 15,094 New Notes May 16, 2008 June 10, 2008 76,744,000 2,340,091 New Notes May 19, 2008 June 11, 2008 10,378,000 319,970 New Notes May 20, 2008 June 12, 2008 253,680,000 7,922,753 New Notes May 21, 2008 June 13, 2008 700,000 21,943 New Notes May 22, 2008 June 16, 2008 1,500,000 47,328 New Notes May 27, 2008 June 18, 2008 10,242,000 322,292 TOTAL $ 354,405,000 11,048,469

* Old Notes are settled entirely through the issuance of shares except for a payment of cash in lieu of fractional shares. New Notes are settled through the issuance of shares and payment of cash in an amount equal to the principal amount of such New Notes and cash in lieu of fractional shares.

** Information
regarding
the
Company's
satisfaction
of its
conversion
obligations
with respect
to the Notes
on and prior
to April 25,
2008 has
been
previously
reported.

The shares of the Company's common stock were issued solely to former holders of the Notes upon conversion of the Notes pursuant to the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended. This exemption is available to the Company because the shares of the Company's common stock were exchanged by the Company with its existing security holders exclusively where no commission or other remunerations was paid or given directly or indirectly for soliciting such an exchange.

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