On September 9, 2008, Xcel Energy Inc., a Minnesota corporation (the "Company"), entered into an Underwriting Agreement with Morgan Stanley & Co. Incorporated and Citigroup Global Markets Inc., and filed with the Securities and Exchange Commission a prospectus supplement relating to the issuance and sale of 15,000,000 shares of the Company's common stock, par value $2.50 per share, and associated common stock purchase rights. The offering closed on September 15, 2008. The Company also granted the underwriters a one-time option exercisable for 30 days from the date of the Underwriting Agreement to purchase an additional 2,250,000 shares of its common stock to cover over-allotments.

This Current Report on Form 8-K is being filed to report as exhibits certain documents in connection with that offering and sale.

(d) Exhibits

Exhibit No.                                Description

1.01          Underwriting Agreement, dated September 9, 2008, between Xcel Energy
              Inc. and Morgan Stanley & Co. Incorporated and Citigroup Global
              Markets Inc.

5.01          Opinion of Michael C. Connelly regarding the validity of certain
              securities.

8.01          Opinion of Jones Day regarding certain tax matters.