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

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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^*

BRIAN JAMES S

(Last)

(First)

(Middle)

1111 LOUISIANA

(Street)

HOUSTON

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)
	Senior VP & CAO

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/01/2007		A		25,900⁽¹⁾	A	⁽²⁾	76,956	D
Common Stock	12/01/2007		D		8,873⁽³⁾	D	⁽²⁾	68,083	D
Common Stock	12/01/2007		A		11,100⁽⁴⁾	A	⁽²⁾	79,173	D
Common Stock	12/01/2007		D		4,303⁽⁵⁾	D	⁽²⁾	74,880	D
Common Stock								20,260	I	By Savings Plan⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Includes a total of 25,900 shares (8,800, 9,800 and 7,300 performance based shares awarded for the 2005-2007, 2006-2008 and 2007-2009 performance cycles respectively) under the Company's Long Term Incentive Plan. Distribution of awarded shares will be delayed at least six months after separation from service pursuant to Internal Revenue Code Section 409A.

2. Price is not applicable.

3. Forfeiture of a total of 8,873 shares (249, 3,459 and 5,075 canceled shares respectively under the 2005-2007, 2006-2008 and 2007-2009 Long Term Incentive Plan performance cycle awards) due to the retirement of Mr. Brian.

4. Includes a total of 11,100 shares (stock awards (with performance goal) of 3,800, 4,200 and 3,100 shares for 2005, 2006 and 2007 respectively) under the Company's Long Term Incentive Plan. Distribution of awarded shares will be delayed at least six months after separation from service pursuant to Internal Revenue Code Section 409A.

5. Forfeiture of a total of 4,303 shares (284, 1,720 and 2,299 canceled shares respectively from 2005, 2006 and 2007 Long Term Incentive Plan awards) due to the retirement of Mr. Brian.

6. Equivalent Shares held in CenterPoint Energy, Inc. Savings Plan as of 12/01/2007.

Remarks:

	Richard B. Dauphin, Attorney in Fact	12/04/2007
	** 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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