View:
Download DOC
Download PDF
Download XLS
SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CARROLL MILTON
(Last) (First) (Middle)
1111 LOUISIANA
(Street)
HOUSTON TX 77002
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CENTERPOINT ENERGY INC [ CNP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/20/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 09/20/2006 S 11,000 D $13.86 86,000(1) D
Common Stock 09/21/2006 S 1,600 D $13.9 84,400(1) D
Common Stock 09/21/2006 S 1,400 D $13.89 83,000(1) D
Common Stock 09/21/2006 S 6,000 D $13.88 77,000(1) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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
Explanation of Responses:
1. Includes 20,000 shares of common stock that may be issued on October 1, 2006 at the election of Mr. Carroll in lieu of a cash award equal to the product of (i) 20,000 and (ii) the closing price per share of CenterPoint Energy, Inc.'s common stock on the consolidated reporting system for the New York Stock Exchange on the award date in connection with his compensation arrangement as non-executive chairman of the board of the company. Also includes 1,000 shares of time based restricted stock awarded in 2004 that will vest on July 1, 2007; 2,000 shares of time based restricted stock awarded in 2005 that will vest in one-half increments on July 1, 2007 and July 1, 2008; and 3,000 shares of time based restricted stock awarded in 2006 that will vest in one-third increments on June 1, 2007, June 1, 2008 and June 1, 2009 if Mr. Carroll is a director of Issuer through such dates; provided however, the shares become fully vested in the event of a change of control of issuer.
Remarks:
Richard B. Dauphin, Attorney in Fact 09/22/2006
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                           CENTERPOINT ENERGY, INC.

                               Power of Attorney

       WHEREAS, the undersigned, in his or her capacity as a director or officer
or both, as the case may be, of CenterPoint Energy, Inc., a Texas corporation
(the "Company"), may be required to file with the Securities and Exchange
Commission (the "Commission") under Section 16 of the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder
(collectively, the "Exchange Act"), Forms 3, 4 and 5 or other reports ("Forms")
relating to the undersigned's holdings of and transactions in securities of the
Company;

       NOW, THEREFORE, the undersigned, in his or her capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint  Rufus
S. Scott, Douglas H. Darrow and Richard B. Dauphin, and each of them severally,
as his or her true and lawful attorney-in-fact or attorneys-in-fact and agent or
agents with power to act with or without the other and with full power of
substitution and resubstitution, to execute in his or her name, place and stead,
in his or her capacity as a director or officer or both, as the case may be, of
the Company, Forms and any and all amendments thereto and any and all
instruments necessary or incidental in connection therewith, if any, and to file
the same with the Commission and any stock exchange or similar authority.  Each
said attorney-in-fact and agent shall have full power and authority to do and
perform in the name and on behalf of the undersigned in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as fully
and to all intents and purposes as the undersigned might or could do in person,
the undersigned hereby ratifying and approving the acts of said attorney.  The
powers and authority of each said attorney-in-fact and agent herein granted
shall remain in full force and effect until the undersigned is no longer
required to file Forms under the Exchange Act, unless earlier revoked by the
undersigned by giving written notice of such revocation to the Company.  The
undersigned acknowledges that the said attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 27th day
of November, 2002.



Name: Milton Carroll