Item 1.01 Entry into a Material Definitive Agreement.
On September 10, 2009, CenterPoint Energy, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement"), among the Company and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC, as representatives of the several Underwriters named in Schedule I thereto (collectively, the "Underwriters"), relating to the issuance and sale of 21,000,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"). The Underwriters were also granted an option to purchase up to an additional 3,150,000 shares of Common Stock, which option was exercised on September 11, 2009. The Company expects to complete the offering on September 16, 2009.
The shares of Common Stock to be sold in the offering are to be issued pursuant to the Company's registration statement on Form S-3 (Registration No. 333-153916), which became effective upon filing with the Securities and Exchange Commission.
A copy of the Underwriting Agreement has been filed as Exhibit 1.1 to this report and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits.
The exhibits listed below are filed herewith.
(d) Exhibits.

1.1 Underwriting Agreement, dated September 10, 2009, by and among the Company and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC, as representatives of the several Underwriters named in Schedule I thereto.

5.1 Opinion of Baker Botts L.L.P.

23.1 Consent of Baker Botts L.L.P. (included in Exhibit 5.1 hereto).

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