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                                                                     EXHIBIT 4.1

COMMON STOCK                                        WITHOUT NOMINAL OR PAR VALUE

                                             RIGHTS ATTACHED TO THIS CERTIFICATE
                                                            DESCRIBED ON REVERSE
                                         THIS CERTIFICATE IS TRANSFERABLE IN THE
                                                  CITIES OF HOUSTON AND NEW YORK


CENTERPOINT ENERGY, INC.                                       CUSIP 15189T 10 7
INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS                SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS

THIS CERTIFIES THAT

IS THE OWNER OF

         FULL PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

         CenterPoint Energy, Inc. (the "Company"), transferable on the books of
the Company by the holder in person or by attorney on surrender of this
Certificate duly endorsed. This Certificate is not valid until countersigned by
a Transfer Agent and registered by a Registrar of the Company.

[CenterPoint Logo]

[SEAL]

         Witness the seal of said Company and the signatures of its duly
authorized officers.

Dated


                                                 CenterPoint Energy, Inc.
                                                 COUNTERSIGNED AND REGISTERED:
                                                 CenterPoint Energy, Inc.
                                                 (HOUSTON, TEXAS)
                                                 TRANSFER AGENT
                                                 AND REGISTRAR
                                                 BY

                                                 AUTHORIZED OFFICER

                                                 By
                                                 PRESIDENT
                                                 CORPORATE SECRETARY




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                            CENTERPOINT ENERGY, INC.

         A full statement of the designations, preferences, limitations and
relative rights of the shares of each class of stock of the Company authorized
to be issued, the variations in the relative rights and preferences of the
shares of each series of Preference Stock of the Company to the extent they have
been fixed and determined, and the authority of the Board of Directors to fix
and determine the relative rights and preferences of subsequent series of
Preference Stock is set forth in Article VI of the Articles of Incorporation of
the Company or in resolutions, if any, of the Board of Directors of the Company
fixing and determining the relative rights and preferences of series of
Preference Stock, copies of which Articles of Incorporation and resolutions, if
any, are on file in the Office of the Secretary of State of the State of Texas.
Under said Article VI, no holder of any stock of the Company has any preemptive
right to acquire unissued or treasury shares of the Company. The Company will
furnish a copy of said Article VI of its Articles of Incorporation and said
resolutions, if any, to the record holder of this certificate without charge
upon written request to the Secretary of the Company at its principal place of
business in Houston, Texas.

         The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  --   as tenants in common           UNIF GIFT MIN ACT-____Custodian___
TEN ENT  --   as tenants by the entireties                    (Cust)    (Minor)
JT TEN   --   as joint tenants with right          under Uniform Gifts to Minors
              of survivorship and not as           Act__________________________
              tenants in common                               (State)

         Additional abbreviations may also be used though not in the above list.

         For value received,               hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

_______________________________________________________________________Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint Attorney to transfer the said stock on the
books of the within-named Company with full power of substitution in the
premises.

Dated,
      -------------------------
                                                   X
                                                     ---------------------------
                                                             (Signature)

             NOTICE:

THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE


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CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.

                                                    ---------------------------
                                                    (SIGNATURE)

                                                    ---------------------------
                                                    (SIGNATURE)

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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.


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SIGNATURE(S) GUARANTEED BY:

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         This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in the Rights Agreement between CenterPoint Energy,
Inc. (the "Company") and JPMorgan Chase Bank (the "Rights Agent") dated as of
_________, as it may from time to time be supplemented or amended (the "Rights
Agreement"), the terms of which are hereby incorporated herein by reference and
a copy of which is on file at the principal offices of the Company. Under
certain circumstances set forth in the Rights Agreement, such Rights may be
redeemed, may be exchanged, may expire or may be evidenced by separate
certificates and will no longer be evidenced by this certificate. The Company
will mail to the holder of this certificate a copy of the Rights Agreement, as
in effect on the date of mailing, without charge promptly after receipt of a
written request therefor. Under certain circumstances set forth in the Rights
Agreement, Rights issued to, or held by, any Person who is, was or becomes an
Acquiring Person or any Affiliate or Associate thereof (as such terms are
defined in the Rights Agreement), whether currently held by or on behalf of such
Person or by any subsequent holder, will become null and void.