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

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): MARCH 8, 2005

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

                            CENTERPOINT ENERGY, INC.
             (Exact name of registrant as specified in its charter)

            TEXAS                        1-31447                 74-0694415
(State or other jurisdiction    (Commission File Number)        (IRS Employer
      of incorporation)                                      Identification No.)

             1111 LOUISIANA
             HOUSTON, TEXAS                                   77002
(Address of principal executive offices)                   (Zip Code)

       Registrant's telephone number, including area code: (713) 207-1111

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

         Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

         [X] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)

         [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

         [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

         [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))





ITEM 8.01 OTHER EVENTS.

         On March 8, 2005, CenterPoint Energy, Inc. issued a press release
announcing that it filed a registration statement on Form S-4 with the
Securities and Exchange Commission regarding a proposed offer to exchange its
outstanding $575 million principal amount 3.75% Convertible Senior Notes due
2023 for new 3.75% Convertible Senior Notes, Series B, due 2023. A copy of the
press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated
herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

         The exhibits listed below are filed herewith.

         (c)      Exhibits.

         99.1     Press Release dated March 8, 2005.




                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             CENTERPOINT ENERGY, INC.



Date:  March 8, 2005                         By: /s/ JAMES S. BRIAN
                                                --------------------------------
                                                   James S. Brian
                                                   Senior Vice President and
                                                   Chief Accounting Officer





                               INDEX TO EXHIBITS



EXHIBIT
NUMBER                  DESCRIPTION
------                  -----------

99.1                    Press Release dated March 8, 2005.