CenterPoint Energy, Inc.
CENTERPOINT ENERGY INC (Form: 4, Received: 03/05/2004 15:24:48)    
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BRIAN JAMES S
2. Issuer Name and Ticker or Trading Symbol

CENTERPOINT ENERGY INC [ CNP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Senior VP & CAO
(Last)          (First)          (Middle)

1111 LOUISIANA
3. Date of Earliest Transaction (MM/DD/YYYY)

3/3/2004
(Street)

HOUSTON, TX 77002
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YYYY) 2A. Deemed Execution Date, if any (MM/DD/YYYY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common stock   3/3/2004     A    4300.0000   (1) A   (2) 38414.0000   (3) D    
Common Stock                  17948.0000   I   By Savings Plan   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YYYY) 3A. Deemed Execution Date, if any (MM/DD/YYYY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option Right To Buy   $10.9200   3/3/2004        14100.0000         (5) 3/2/2014   Common Stock   14100.0000     (2) 14100.0000   D    

Explanation of Responses:
( 1)  This common stock is time based restricted stock to be paid on 03/03/2007 if Mr. Brian is an employee of Issuer through such date and on a pro rata basis in the event of his earlier retirement, disability or death.
( 2)  Price is not applicable.
( 3)  Includes 10,100 shares of time based restricted stock to be paid on 03/04/2006 if Mr. Brian is an employee of Issuer through such date and on a pro rata basis in the event of his earlier retirement, disability or death.
( 4)  Equivalent Shares held in CenterPoint Energy, Inc. Savings Plan as of 03/01/2004.
( 5)  The option is exercisable in one-third increments: 4,700 are exercisable on 3/3/2005; 4,700 are exercisable on 3/3/2006; 4,700 are exercisable on 3/3/2007.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BRIAN JAMES S
1111 LOUISIANA
HOUSTON, TX 77002


Senior VP & CAO
Signatures
James S. Brian 3/5/2004
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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End of Filing


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