SEC FORM 4/A 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
 
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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*
SCHAEFFER STEPHEN C

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP and Group President
3. Date of Earliest Transaction (Month/Day/Year)
01/28/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
01/30/2004
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 01/28/2004 A 24,286(1) A (2) 82,146(3) 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. Correction of the total number of shares awarded due to computational error.
2. Price is not applicable.
3. Includes 23,000 shares of time based restricted stock to be paid on 03/04/2006 if Mr. Schaeffer is an employee of Issuer through such date and on a pro rata basis in the event of his earlier retirement, disability or death.
Remarks:
Richard B. Dauphin, By Power of Attorney 02/06/2004
** 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.
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 Scott Rozzell, 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 13th day
of January, 2003.



Name: Stephen C. Schaeffer