{LOGO}

NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
AND PROXY STATEMENT
MARCH 9, 1994

March 9, 1994

To the Shareholders of
Central Louisiana Electric Company, Inc.

The annual meeting of shareholders for 1994 will be held at the Pineville
High School Auditorium at 1511 Line Street, Pineville, Louisiana, on April 22,
1994, at 9 a.m., Pineville time. A notice of annual meeting of shareholders and
proxy statement is enclosed herewith, together with a proxy that may be used by
shareholders who are unable to attend the meeting in person.

The principal items of business to be transacted at the annual meeting are:
(1) the election of directors and (2) the appointment of independent auditors of
the Company for the year ending December 31, 1994.

The board of directors of the Company recommends election of the nominees
for directors and appointment of the independent auditors, in each case as named
or described in the accompanying proxy statement.

You are cordially invited to attend the meeting. Even if you now expect to
attend the meeting, you are requested to sign, date and return the accompanying
proxy in the enclosed addressed envelope that requires no postage if mailed in
the United States. If you attend the meeting, you may vote in person even though
you have mailed in your proxy. Your continued interest and cooperation are
greatly appreciated.

Sincerely,
GREGORY L. NESBITT
Gregory L. Nesbitt
President and Chief Executive Officer

CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 22, 1994

To the Shareholders of
Central Louisiana Electric Company, Inc.

Notice is hereby given that the annual meeting of shareholders of Central
Louisiana Electric Company, Inc. (the 'Company') will be held at the Pineville
High School Auditorium at 1511 Line Street, Pineville, Louisiana, on Friday,
April 22, 1994, at 9 a.m., Pineville time, for the following purposes:

(1) To elect directors,

(2) To consider and act upon a proposal to appoint the firm of Coopers
& Lybrand, independent certified public accountants, as auditors of
the Company for the year ending December 31, 1994, and

(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.

Holders of record of common stock and preferred stock of the Company at the
close of business on February 22, 1994 are entitled to notice of and to vote at
the annual meeting.

The bylaws of the Company require that the holders of shares of capital
stock representing a majority of the votes entitled to be cast be represented in
person or by proxy at the meeting in order to constitute a quorum for the
transaction of business. Therefore, it is important that your stock be
represented at the meeting.

Please date, sign and return the enclosed proxy in the accompanying
envelope.

By order of the board of directors.
MICHAEL P. PRUDHOMME
Michael P. Prudhomme
Secretary/Treasurer

March 9, 1994

CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
P. O. BOX 5000
PINEVILLE, LOUISIANA 71361-5000

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS OF
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.

The accompanying proxy is solicited on behalf of the board of directors of
Central Louisiana Electric Company, Inc. (the 'Company'), to be voted at the
annual meeting of shareholders of the Company to be held at the time and place
and for the purposes set forth in the foregoing notice. In addition to the
original solicitation by mail, certain regular employees of the Company may
solicit proxies by telephone, facsimile or in person, and Morrow & Company, Inc.
('Morrow') has been retained on customary terms to assist in the solicitation of
proxies. The Company estimates that the fees and expenses to be incurred in
connection with Morrow's services will be approximately $8,000. Other than
Morrow, no specially engaged employees or solicitors will be retained to solicit
proxies. All expenses of such solicitation, including the cost of preparing and
mailing this proxy statement and the reimbursement of brokerage firms and other
nominees for their reasonable expenses in forwarding proxy material to
beneficial owners of the Company's capital stock, will be borne by the Company.
This proxy statement and the accompanying proxy are being mailed to shareholders
beginning on or about March 9, 1994.

All duly executed proxies will be voted in accordance with the instructions
thereon. Shareholders who execute proxies, however, retain the right to revoke
them at any time before they are voted. A shareholder who attends the meeting
may vote in person even though such shareholder has mailed in a proxy. A proxy
may be revoked by a proxy bearing a later date. The revocation of a proxy will
not be effective until written notice thereof has been given to the secretary of
the Company, unless the person granting such proxy votes in person.

VOTING OF SECURITIES

As of February 22, 1994, the record date for the determination of
shareholders entitled to vote at the meeting, the Company had outstanding
22,398,341 shares of common stock, par value $2.00 per share ('Common Stock'),
and 379,895 shares of preferred stock, par value $100 per share ('$100 Preferred
Stock'), which are the only classes of stock of the Company outstanding and
entitled to vote at the meeting. Each holder of shares of Common Stock or $100
Preferred Stock is entitled to one vote for each share held, except that at an
election of directors each holder of shares of Common Stock is entitled to cast
as many votes as equal the number of such holder's shares multiplied by the
number of directors to be elected, and may cumulate all or any part of such
votes for one or more of the nominees.

Under Louisiana law and the Company's articles of incorporation and bylaws,
an abstention from voting on a matter by a shareholder present in person or
represented by proxy at the meeting is not a vote 'cast' and is counted neither
'for' nor 'against' the matter subject to the abstention. Broker non-votes on
matters are treated as shares as to which voting power has been withheld by the
beneficial holders of those shares and, therefore, as shares not entitled to
vote.

Under Louisiana law and the Company's articles of incorporation and bylaws, a
quorum is determined based upon the number of outstanding shares of capital
stock of the Company entitled to vote on a matter, including shares relating to
abstentions.

ELECTION OF DIRECTORS

The Company's bylaws provide for the division of the board of directors into
three classes, Class I, Class II and Class III, with each class consisting, as
nearly as possible, of one-third the number of directors constituting the whole
board. The term of each directorship is three years, and the terms of the three
classes are staggered in a manner so that only one class is elected by the
shareholders annually. Those persons who served as directors of the Company
during the past year are named in the Company's 1993 annual report to
shareholders. Four Class III directors are to be elected this year to serve as
members of the board of directors until the annual meeting of shareholders in
1997, or until their successors are elected and qualified. The persons named in
the accompanying proxy may act with discretionary authority (i) with respect to
cumulative voting of shares of Common Stock, and (ii) upon the unavailability of
a nominee for election, although management is unaware of any circumstances
likely to render any of the nominees unavailable for election. Unless a
shareholder specifies otherwise, the persons named in the accompanying proxy
intend to vote in favor of the nominees listed below. The affirmative vote of a
plurality of the total votes cast is required for the election of directors. All
of the nominees currently serve as directors of the Company. Directors who are
members of Classes I and II, who are continuing as directors at this time and
whose terms of office expire in 1995 and 1996, respectively, are named on pages
3 and 4 below.

The proxies solicited hereby cannot be voted for a number of persons greater
than the number of nominees named below.

DIRECTORS

The following sets forth information concerning the four nominees for
election as directors at the meeting and the continuing directors, including the
business experience of each during the past five years.

NOMINEES FOR ELECTION UNTIL 1997 ANNUAL MEETING
CLASS III DIRECTORS

J. PATRICK GARRETT has been engaged in the practice of law for more than
five years as a member of the law firm of Baker & Botts, L.L.P. Mr. Garrett (age
50) has served as a director of the Company since 1981 and is a member of the
compensation committee of the board of directors. Mr. Garrett is also a director
of ElectroCom Automation Inc.

F. BEN JAMES, JR. has been president of James Investments, Inc., a company
primarily engaged in real estate development, for more than five years. Mr.
James (age 58) has been a director of the Company since 1986 and is chairman of
the audit committee of the board of directors. He is also a director of the
American Bank of Ruston and First Commerce Corporation.

WILLIAM A. LOCKWOOD is a retired senior vice president of Citibank, N.A.
Before he retired in 1985, he was a senior vice president of Citibank, N.A. for
more than five years. Mr. Lockwood (age 70) has been a director of the Company
since 1982 and is chairman of the compensation committee and a member of the
executive committee of the board of directors.

A. DELOACH MARTIN, JR. has been chairman of Central Engineering and Supply
Company, a company engaged in the wholesale distribution of refrigeration and
mill supplies, for more than five years. Mr. Martin (age 64) became a director
of the Company in 1978 and is chairman of the executive committee and a member
of the audit committee of the board of directors. He is also a director of
Galveston-Houston Company.

CONTINUING DIRECTORS
CLASS II DIRECTORS
(TERMS OF OFFICE EXPIRE IN 1996)

ROBERT T. RATCLIFF has been chairman of the board and chief executive
officer of Ratcliff Construction Company, a company primarily engaged in the
design and construction of industrial, commercial and governmental facilities,
since 1975. Mr. Ratcliff (age 51) has been a director of the Company since 1993
and is a member of the audit committee of the board of directors. He is also a
director of Hibernia Corporation and Hibernia National Bank.

EDWARD M. SIMMONS is president, chief executive officer and a director of
McIlhenny Company (makers of TABASCO brand products) and has served in such
positions for more than five years. Mr. Simmons (age 65) has been a director of
the Company since September 1992, and he previously served on the Company's
board of directors during the period 1971-1981. He is a member of the
compensation committee of the board of directors and also serves as a director
of First Commerce Corporation, First National Bank of Commerce, Pan American
Life Insurance Company and Piccadilly Cafeterias, Inc.

ERNEST L. WILLIAMSON is a retired chairman and chief executive officer of
Louisiana Land & Exploration Company, a company primarily engaged in the
exploration for and the development and production of petroleum natural
resources. Before he retired from Louisiana Land & Exploration Company in 1988,
he had served as chairman since 1985 and as chief executive officer since 1984.
Mr. Williamson (age 69) became a director of the Company in 1989 and is a member
of the executive committee and the compensation committee of the board of
directors. He is also a director of Halliburton Company, Hibernia Corporation
and Louisiana Land & Exploration Company.

CLASS I DIRECTORS
(TERMS OF OFFICE EXPIRE IN 1995)

SHERIAN G. CADORIA has served as president of Cadoria Speaker and
Consultancy Service since January 1992. She retired in 1990 as Brigadier General
of the United States Army after a 29-year military career. Ms. Cadoria (age 54)
has been a director of the Company since 1993 and is a member of the
compensation committee of the board of directors.

HUGH J. KELLY is a retired president and chief executive officer of Ocean
Drilling & Exploration Company, a company which has offshore drilling operations
and explores for and

produces oil and gas. Before he retired from Ocean Drilling & Exploration
Company in 1989, he had served as chief executive officer since 1977 and as
president and director since 1974. He is now an oil and gas consultant. Mr.
Kelly (age 68) has been a director of the Company since 1992 and is a member of
the audit committee of the board of directors. He is also a director of
Tidewater, Inc., Hibernia National Bank and Chieftain International of Canada.

GREGORY L. NESBITT has served as chief executive officer since July 1993 and
has served as president since April 1992; he had served as chief operating
officer from July 1991 to June 1993 and as executive vice president from January
1988 to July 1991. Mr. Nesbitt (age 56) has been a director of the Company since
1988 and is a member of the executive committee of the board of directors. He
joined the Company in 1980 and served as senior vice president of the Company's
electric power supply group until January 1988. He is also a director of Rapides
Bank and Trust Company of Alexandria.

ORGANIZATION AND COMPENSATION OF THE BOARD OF DIRECTORS

The board of directors has an executive committee (the 'Executive
Committee'), an audit committee (the 'Audit Committee') and a compensation
committee (the 'Compensation Committee'). The members of such committees are
identified under 'Directors.' The board of directors has no standing nominating
committee.

The Audit Committee recommends to the board of directors the appointment of
the independent auditors of the Company, reviews the scope of audits, reviews
and recommends to the board of directors financial reporting and accounting
practices, reviews the scope and results of the Company's procedures for
internal auditing and the adequacy of the system of internal accounting control
of the Company, and has responsibility with respect to audit matters generally.
During 1993, the Audit Committee held two meetings.

The Compensation Committee approves, or in some cases recommends to the
board of directors, remuneration arrangements and compensation plans involving
the Company's directors, officers and employees and administers the granting of
restricted stock and other awards to eligible employees under the Company's
long-term incentive compensation plan and annual incentive compensation program
described below. The Compensation Committee held four meetings in 1993.

The board of directors held four regular meetings and two special meetings
during 1993. At intervals between formal meetings, members of the board are
provided with information regarding the operations of the Company and are
consulted informally from time to time with respect to pending business. During
1993, all directors attended at least 75% of the total number of meetings of the
board of directors and of all of the committees of the board of directors on
which such directors served.

The director who is a regularly employed officer of the Company receives no
fees for serving as a director of the Company. Each other director who is not
the chairman of a board committee receives an annual fee of $12,000 for serving
as a director. Each director who is the chairman of a board committee receives
an additional annual fee of $3,000. Each director receives $800 for each day he
or she attends one or more meetings of the board of directors or its committees.
The Company also reimburses directors for travel and related expenses incurred
in attending meetings of the board of directors or such committees. The Company
has in effect a

deferred compensation plan for directors under which a director may elect to
defer all or part of his or her compensation as a director. The Company has a
retirement plan for its non-employee directors under which directors with five
years of service receive at age 65 or later retirement an annual payment equal
to the annual board fee in effect at the time of retirement. Benefits are
payable for life or a period equal to the number of years of service as a
director, whichever is shorter. The Company also provides its non-employee
directors $200,000 of life insurance and permanent total disability coverage
under the Company's group accidental death and dismemberment plan, which covers
all active, full-time employees.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Garrett, who serves on the Compensation Committee, is a member of the
law firm of Baker & Botts, L.L.P. which performed legal services for the Company
in 1993 and has been retained to perform such services in 1994.

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table sets forth the number of shares of Common Stock and $100
Preferred Stock beneficially owned as of February 1, 1994 by each director and
nominee, each of the executive officers named in the Summary Compensation Table
below and all directors and executive officers as a group.

AMOUNT AND
AMOUNT AND NATURE OF NATURE OF
BENEFICIAL OWNERSHIP BENEFICIAL
OF COMMON STOCK(1) OWNERSHIP OF
OPTIONS $100 PREFERRED
EXERCISABLE STOCK(2)
WITHIN PERCENT PERCENT
DIRECT 60 DAYS OTHER OF CLASS INDIRECT OF CLASS

Directors
Sherian G. Cadoria----------------- * *
J. Patrick Garrett----------------- 9,735 900 * *
F. Ben James, Jr.------------------ 2,400 * *
Hugh J. Kelly---------------------- 2,000 * *
William A. Lockwood---------------- 2,794 * *
A. DeLoach Martin, Jr.------------- 18,093 * *
Gregory L. Nesbitt(3)-------------- 30,065 5,000 * 152 *
Robert T. Ratcliff----------------- 1,000 * *
Edward M. Simmons------------------ 1,071 * *
Ernest L. Williamson--------------- 1,000 * *
Named Officers
Scott O. Brame--------------------- 41,219 813 * 148 *
Robert L. Duncan------------------- 19,417 10,380 * 128 *
David M. Eppler-------------------- 9,280 11,100 6 * 133 *
Leonard G. Fontenot---------------- 30,224 5,000 * 116 *
David K. Warner-------------------- 16,705 11,000 * 125 *
All directors and executive officers
as a group (19 persons, including
those listed above)---------------- 193,295 62,780 1,745 1.15% 1,074 *

(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
5

(1) In accordance with Securities and Exchange Commission regulations, shares
are deemed to be 'beneficially owned' by a person if such person directly or
indirectly has or shares the power to vote or to dispose of the shares,
regardless of whether such person has any economic interest in the shares.
In addition, a person is deemed to own beneficially any shares of which such
person has the right to acquire beneficial ownership within 60 days, as in
the case of the stock options which are set forth under the 'Options
Exercisable within 60 Days' column. Shares of Common Stock listed under the
'Direct' column are those as to which each named individual or group has
sole voting or dispositive power, including shares held under the Company's
401(k) Savings and Investment Plan (120 shares for Mr. Eppler, 7,234 shares
for Mr. Fontenot, 1,099 shares for Mr. Nesbitt, 754 shares for Mr. Warner
and 182 shares for other executive officers included in the amount shown for
all directors and executive officers as a group) and shares granted as
restricted stock awards under the Company's long-term incentive compensation
plan described below (1,083, 1,151, 1,031, 2,533 and 1,052 shares for
Messrs. Duncan, Eppler, Fontenot, Nesbitt and Warner, respectively, and
1,786 shares for other executive officers included in the amount shown for
all directors and executive officers as a group). Shares listed under the
'Other' column are those as to which the named individual or group shares
voting and dispositive power with another person.

(2) The shares of $100 Preferred Stock beneficially owned by the individuals and
group indicated in the table are shares held for the respective accounts of
executive officers under the Company's 401(k) Savings and Investment Plan.

(3) Mr. Nesbitt is also the President and Chief Executive Officer of the
Company.

* Less than 1% of class.

Section 16(a) of the Securities Exchange Act of 1934, as amended ('Section
16(a)'), requires the Company's executive officers and directors, and persons
who beneficially own more than 10% of a registered class of the Company's equity
securities, to file with the Securities and Exchange Commission and the New York
Stock Exchange initial reports of ownership and reports of changes in ownership
of the Company's equity securities. To the Company's knowledge, based solely on
review of the copies of such reports furnished to the Company and written
representations that no year-end reports on Form 5 were required, during the
fiscal year ended December 31, 1993, all Section 16(a) filing requirements
applicable to its executive officers, directors and greater than 10%
shareholders were complied with, except that Mr. Martin filed a late monthly
report covering one transaction.

EXECUTIVE COMPENSATION

GENERAL

The Summary Compensation Table sets forth individual compensation
information with respect to the chief executive officer, the former chief
executive officer and the four other most highly paid executive officers of the
Company for services rendered in all capacities to the Company during the fiscal
years ended December 31, 1993, December 31, 1992 and December 31, 1991. The
table discloses the annual salary, bonuses and other compensation awards and
payouts to the named officers.

SUMMARY COMPENSATION TABLE

LONG TERM
COMPEN-SATION
ANNUAL COMPENSATION PAYOUTS
(A) (B) (C) (D) (E) (F) (G)
ALL OTHER
OTHER ANNUAL COMPEN-
COMPEN- LTIP SATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) SATION(2)(3) PAYOUTS(4) (2)(5)(6)

Gregory L. Nesbitt------------------- 1993 $ 208,000 $ 55,000 $ 7,339 $ 93,208 $ 5,996
President & Chief 1992 183,077 64,800 3,978 -- 5,819
Executive Officer 1991 158,792 52,800 -- -- --

David M. Eppler---------------------- 1993 $ 132,687 $ 26,200 $ 3,948 $ 48,138 $ 5,364
Vice President _ 1992 129,885 36,600 2,165 -- 5,258
Finance 1991 117,639 30,900 -- -- --

Robert L. Duncan--------------------- 1993 $ 125,394 $ 24,800 $ 3,996 $ 50,571 $ 5,793
Vice President _ 1992 123,831 34,800 2,296 -- 5,767
Customer Operations 1991 118,962 31,000 -- -- --

David K. Warner---------------------- 1993 $ 122,000 $ 24,300 $ 3,879 $ 48,740 $ 4,948
Vice President _ 1992 120,938 34,000 2,219 -- 4,908
Administrative Services 1991 116,016 30,300 -- -- --

Leonard G. Fontenot------------------ 1993 $ 116,222 $ 22,700 $ 3,591 $ 46,793 $ 6,062
Vice President _ Power 1992 113,108 31,800 2,039 -- 5,985
Supply & Energy 1991 106,662 27,900 -- -- --
Transmission

Scott O. Brame----------------------- 1993 $ 158,400 $ 0 $ 0 $ 0 $ 70,007
Chairman & Chief 1992 285,076 72,000 0 -- 8,289
Executive Officer 1991 245,461 97,500 -- -- --
(Retired on July 1, 1993)

(1) The 'bonus' amounts are the cash awards that are payable or have been paid
to executive officers pursuant to an annual incentive compensation program
under which participants may receive incentive compensation in addition to
base compensation determined by the performance of the Company and the
individual participants. The 1992 'bonus' amount shown for Mr. Brame
represents the amount received by Mr. Brame in February 1993 in exchange for
his relinquishing his rights to a payment under the program for 1992.

(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
7

(2) In accordance with the transitional provisions applicable to the rules on
executive officer and director compensation disclosure adopted by the
Securities and Exchange Commission, as informally interpreted by the
Commission's Staff, amounts of Other Annual Compensation and All Other
Compensation are excluded for 1991.

(3) For 1992 and 1993, the Other Annual Compensation column includes long-term
incentive plan compensation which represents dividends paid on restricted
stock awards. Dividends on restricted stock are paid quarterly and at the
same rate as dividends on the Company's Common Stock. As permitted by the
rules on executive officer and director compensation disclosure, restricted
stock awards granted under the Company's long-term incentive compensation
plan, which are subject to performance-based vesting requirements, are
reported under the 'Long-Term Incentive Plan -- Awards in 1993' table below.
The number and value of the aggregate restricted stock holdings at December
31, 1993, a portion of which is included in the LTIP Payouts column, for
each of the named executive officers were as follows: Gregory L. Nesbitt,
5,205 shares with a value of $128,824; David M. Eppler, 2,800 shares with a
value of $69,300; Robert L. Duncan, 2,834 shares with a value of $70,142;
David K. Warner, 2,751 shares with a value of $68,087; Leonard G. Fontenot,
2,547 shares with a value of $63,038; and Scott O. Brame, 0 shares.

(4) For 1993, the LTIP Payouts column includes the value of restricted stock and
opportunity shares under the Company's long-term incentive compensation plan
vested in 1994 relating to the performance period January 1, 1991 to
December 31, 1993 and related tax gross up amounts.

(5) For 1992 and 1993, respectively, the All Other Compensation column includes:
(i) amounts contributed or accrued by the Company under the Company's 401(k)
Savings and Investment Plan on behalf of the named executive officers as
follows: Gregory L. Nesbitt, $5,819 and $5,996; David M. Eppler, $5,188 and
$5,292; Robert L. Duncan, $4,953 and $4,977; David K. Warner, $4,838 and
$4,876; Leonard G. Fontenot, $4,524 and $4,598; and Scott O. Brame, $5,819
and $5,996; and (ii) term life insurance premiums paid for the benefit of
the named executive officers as follows: Gregory L. Nesbitt, $0 and $0;
David M. Eppler, $70 and $72; Robert L. Duncan, $814 and $816; David K.
Warner, $70 and $72; Leonard G. Fontenot, $1,461 and $1,464; and Scott O.
Brame, $2,470 and $2,351.

(6) For 1993, the All Other Compensation column for Scott O. Brame includes
$61,600 of benefits paid under the Company's Supplemental Executive
Retirement Plan during 1993.

STOCK OPTION PLANS

The Company currently maintains two plans pursuant to which options to
purchase shares of the Company's Common Stock are outstanding or available for
future grants. The Company's 1981 Incentive Stock Option Plan (the 'Stock Option
Plan'), covering an aggregate of 800,000 shares of Common Stock, expired in 1991
and no future grants can be made under this plan. As of February 1, 1994,
options covering 69,430 shares remained to be exercised pursuant to grants made
under the Stock Option Plan. The Company has in effect a long-term incentive
compensation plan pursuant to which certain officers and key employees may
receive stock options or stock appreciation rights. This plan is discussed in
greater detail under the section 'Long-Term Incentive Plan' below. No stock
options were granted under the long-term incentive compensation plan in 1993.
Although the long-term incentive compensation plan permits grants of stock
appreciation rights, no such rights had been granted as of December 31, 1993.

The following table sets forth, for each of the persons listed in the
Summary Compensation Table, certain information concerning stock options
exercised during 1993. The table also discloses information concerning
unexercised stock options held at December 31, 1993.

AGGREGATE OPTIONS EXERCISED IN 1993 AND 1993 YEAR-END OPTION VALUES TABLE

(A) (B) (C) (D) (E)
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED ON VALUE DECEMBER 31, 1993(#) DECEMBER 31, 1993
NAME EXERCISE (#) REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE(1) UNEXERCISABLE

Gregory L. Nesbitt------------------- 1,000 $ 7,345 6,000 0 $ 47,820 $ 0
David M. Eppler---------------------- 2,900 29,363 11,100 0 98,820 0
Robert L. Duncan--------------------- 3,000 34,875 10,380 0 88,372 0
David K. Warner---------------------- 2,000 20,750 11,000 0 95,790 0
Leonard G. Fontenot------------------ 0 0 5,000 0 39,850 0
Scott O. Brame----------------------- 22,800 222,621 0 0 0 0

(1) Based on the closing price of the Company's Common Stock on the New York
Stock Exchange -- Composite Transactions on the exercise date and at
year-end, respectively, minus the exercise price.

LONG-TERM INCENTIVE PLAN

The Company has in effect a long-term incentive compensation plan (the
'Long-Term Plan'), pursuant to which certain officers and key employees may
receive stock incentives and/or cash incentives based on the value of the
Company's Common Stock. Five types of awards may be granted under the Long-Term
Plan: (i) stock awards consisting of restricted stock and 'opportunity shares'
which may be awarded in connection with restricted stock awards; (ii) restricted
unit awards consisting of Common Stock equivalent units and 'opportunity units'
which may be awarded in connection with restricted unit awards; (iii)
nonstatutory stock options or incentive stock options; (iv) stock appreciation
rights attached to stock options; and (v) stock appreciation rights not attached
to stock options. An aggregate of 800,000 shares of Common Stock, or cash
equivalents of Common Stock, may be issued pursuant to the Long-Term Plan (such
number being subject to antidilution adjustments under certain circumstances).
Plan participants, awards to participants, performance measurement periods and
performance goals are determined by the Compensation Committee. Upon a change of
control of the Company or merger or similar transaction involving the Company,
all restrictions imposed on awards under this plan will lapse, all unvested
rights will vest, and all stock options and similar rights granted under the
plan will become fully exercisable, subject to certain limitations imposed by
the plan.
9

The following table sets forth, for each of the persons listed in the
Summary Compensation Table, information as to long-term incentive plan awards
granted under the Long-Term Plan during 1993.

LONG-TERM INCENTIVE PLAN-AWARDS IN 1993

ESTIMATED FUTURE PAYOUTS
(C)
(E) (F)
PERFORMANCE OR (D) NUMBER OF NUMBER OF
(B) OTHER PERIOD UNTIL NUMBER OF TARGET MAXIMUM
(A) NUMBER OF MATURATION OR THRESHOLD SHARES SHARES
NAME SHARES (#)(1) PAYOUT SHARES (#)(2) (#)(2) (#)(3)

Gregory L. Nesbitt------------------- 2,301 1/1/93-12/31/95 575 2,301 3,452
David M. Eppler---------------------- 1,220 1/1/93-12/31/95 305 1,220 1,830
Robert L. Duncan--------------------- 1,158 1/1/93-12/31/95 290 1,158 1,737
David K. Warner---------------------- 1,131 1/1/93-12/31/95 283 1,131 1,697
Leonard G. Fontenot------------------ 1,059 1/1/93-12/31/95 265 1,059 1,589
Scott O. Brame----------------------- 0 -- 0 0 0

(1) The amounts under column (b) 'Number of Shares' represent the target level
of performance-based restricted stock awards granted to the named executive
officers in 1993, as reflected in column (e) 'Number of Target Shares.' For
further information concerning these awards and the award of 'opportunity
shares' granted in connection with the restricted stock, see the discussion
under footnotes 2 and 3 below.

(2) The amounts under columns (d) 'Number of Threshold Shares' and (e) 'Number
of Target Shares' represent performance-based restricted stock awards
granted to the named executive officers in 1993 that will vest under the
threshold and target levels established by the Compensation Committee. The
restricted stock awards vest based on total return to shareholders (Common
Stock price appreciation plus dividends paid during performance cycle) in
relation (by percentile) to a peer group of other utilities ('Total Return
to Shareholders'). The vesting (payout) schedule for the restricted stock
awards set forth under these two columns, based on the Company's Total
Return to Shareholders ranking, is as follows:

(a) No awards vest if the Company's ranking is below 25th
percentile.

(b) Threshold performance provides 25% award payout at 25th
percentile.

Performance awards above the threshold level and below the target level will
be prorated.

The recipient of a restricted stock award is the record owner of the number
of target shares awarded, which are issued in the name of the recipient but
held in escrow by the Company until delivery to or forfeiture by the
recipient. The recipient may vote the shares covered by the award and
receives dividends with respect thereto, but generally may not sell, pledge
or otherwise transfer such shares until the restriction period imposed by the
Compensation Committee comes to an end and the performance goals established
by the committee have been met. The recipient may, at the end of the
restriction period, forfeit all or a portion of the restricted shares awarded
depending on the performance level achieved. The restriction period for
restricted stock awarded during 1993 is three years from the date of grant

(January 1996). The restricted stock awards require an additional three-year
holding period following vesting before any shares may be sold.

(3) The amounts under column (f) 'Number of Maximum Shares' represent the number
of performance-based restricted stock awards that vest at the target level
set forth under column (e) 'Number of Target Shares' PLUS the number of
performance-based 'opportunity shares' granted to the named executive
officers in 1993 that will vest between the target and maximum levels
established by the Compensation Committee. The 'opportunity shares' vest
based on Total Return to Shareholders and will be issued when the
restriction period on the associated restricted stock awards lapses. The
vesting (payout) schedule for the 'opportunity shares' included in this
column, based on the Company's Total Return to Shareholders ranking, is as
follows:

(a) No awards of 'opportunity shares' vest if the Company's ranking is
at or below the 55th percentile.

(b) Maximum performance provides 100% 'opportunity share' award payout
(equal to 50% of number of target shares of restricted stock) at
75th percentile.

Performance awards of 'opportunity shares' above the target level and below
the maximum level will be prorated.

'Opportunity shares' awarded in connection with a restricted stock award will
not be issued until the lapse of restrictions on the related restricted stock
and do not entitle the recipient to the rights of a shareholder with respect
to the 'opportunity shares' until the time of issuance of the Common Stock
representing the 'opportunity shares.' Provisions of the 'opportunity share'
awards require an additional three-year holding period following vesting
before any of the shares may be sold.

PENSION PLAN

The Company has in effect a pension plan and related trust (the 'Pension
Plan'), covering substantially all employees of the Company, under which the
Company makes such contributions as are actuarially necessary to provide for the
retirement benefits established under the plan. Benefits are based on employees'
earnings, length of service, age at retirement, payment form elected,
application of statutory benefit limits, and certain other factors, and are
payable upon normal retirement at age 65, upon early retirement beginning at age
55, or after termination of employment under certain circumstances. Annual
benefits under the plan are limited to the maximum amount prescribed by sections
415 and 401(a) (17) of the Internal Revenue Code of 1986, as amended (the
'Code'). For 1994, the annual compensation of each employee which is to be taken
into account under the Pension Plan cannot exceed $150,000, and the maximum
allowable pension benefit for the plan is limited to $118,800. Payments to
retired employees under the Pension Plan are not reduced for Social Security
benefits or other offsetting amounts.

In addition, effective July 1, 1992, the Company established a Supplemental
Executive Retirement Plan (the 'SERP') for the benefit of certain participants
designated by the Compensation Committee. The SERP provides participants who
have completed ten years of service and terminated employment after reaching age
65 with a right to monthly payments for the life of the participant and
surviving spouse equal to 65% of final average compensation, reduced by the
Pension Plan benefit and benefits under other previous employer pension plans.
The SERP also provides adjusted benefits for early retirement on or after age 55
with ten years of service, for termination of service due to disability, and for
beneficiaries in the event of the death of the

participant. Benefits under the SERP are payable out of the Company's general
funds. The participants in 1993 were the six individuals named in the Summary
Compensation Table and five other executive officers of the Company.

Under the Pension Plan, eligible remuneration for purposes of determining
the annual pension benefit payable to a participant upon retirement is based
upon the average of the five consecutive years (of the participant's last ten
years of employment) during which the participant received his or her highest
amount of remuneration from the Company. Under the SERP, eligible remuneration
is based on the sum of the highest annual base salary paid during the five years
prior to termination of employment, and the average of three highest annual
incentive compensation program awards paid to the participant during the
preceding five years. The remuneration covered by the Pension Plan and the SERP
consists of salaries and bonuses paid to Pension Plan and SERP participants,
including the salaries and bonuses set forth in columns (c) and (d) of the
Summary Compensation Table. The estimated annual benefits payable upon
retirement at normal retirement age under the Pension Plan and the SERP for
Messrs. Nesbitt, Eppler, Duncan, Warner and Fontenot would be approximately
$172,597, $106,548, $101,136, $98,497 and $93,398, respectively. These amounts
are based on the assumption that these executive officers will continue to work
for the Company until their normal retirement age and that their earnings in the
five years prior to such retirement will be the same, respectively, as their
earnings during the past five years.

LONG-TERM DISABILITY PLAN

The Company maintains a long-term disability plan that provides disability
benefits up to 60% of salary or a maximum of $7,500 per month for all active
full-time employees with two or more years of service. These benefits are
provided for the first 24 months out of the Company's general funds, and
thereafter pursuant to an insurance contract under which premiums are paid by
the Company.

SEVERANCE AGREEMENTS

The Company has severance agreements with Messrs. Nesbitt, Eppler, Duncan,
Warner and Fontenot and three other executive officers of the Company. The
agreement for each such officer provides generally for payment of a minimum
annual salary equal to such executive officer's current annual base salary,
participation in all Company benefit plans and programs applicable to the
Company's executive officers and reimbursement of employment-related expenses
incurred while performing such officer's duties. Under the severance agreements,
the base salaries for Messrs. Nesbitt, Eppler, Duncan, Warner and Fontenot are
$244,300, $140,800, $124,200, $122,100 and $121,300, respectively. The severance
agreements have an initial term of three years ending on July 1, 1995, with
continuously renewing one-year extensions commencing July 1, 1994, unless either
the Company or the executive officer gives notice prior to such extension that
such officer's term of employment will not be extended.

The severance agreements include provisions governing reductions in salary
or duties, termination of employment and change in control. Generally, if the
executive's employment is terminated (i) by the Company for any reason other
than a material breach by the executive (as defined in the agreements) or (ii)
by the executive following a reduction in base salary (other

than a reduction in pay uniformly applicable to all officers) or a significant
reduction in the executive's authority, duties or responsibilities, the
executive is entitled to receive, as severance pay, an amount equal to his or
her annual base salary at the time of termination. The executive is also
entitled to continued health plan coverage for up to 18 months after such
termination. The executive is also entitled to require the Company to (i)
purchase his or her principal residence (if it is located within 60 miles of the
Company's Pineville office) for an amount equal to the greater of (x) the
purchase price of the residence plus the cost of capital improvements or (y) the
fair market value of the residence, and (ii) pay or reimburse the executive for
relocation costs.

Generally, in the event a change in control occurs and within three years
after such change in control the executive's employment is terminated by the
Company for reasons other than a material breach by the executive (as defined in
the agreements) or the executive terminates his or her employment for good
reason (as defined in the agreements), the Company will pay the executive, in
lieu of any severance obligation otherwise payable under the severance
agreement, an amount equal to three times the executive's average compensation
paid during the five calendar years preceding the change in control. In the
event of a change in control, payments under the agreements for the individuals
named in the Summary Compensation Table, using compensation for the years 1989
through 1993, would be approximately as follows: Mr. Nesbitt, $496,259; Mr.
Eppler, $344,951; Mr. Duncan, $360,740; Mr. Warner, $340,640; and Mr. Fontenot,
$322,166. However, the severance agreements limit the amount payable upon a
change in control to an amount that would not result in the disallowance of a
deduction to the Company under the 'golden parachute' provisions of the Code or
the imposition of an excise tax on the employee under Section 4999 of the Code.

The severance agreements also generally require the executives not to
disclose confidential information relating to the Company and, for a period of
one year after termination, not to hire Company officers, employees or agents or
solicit or divert any customer or supplier of the Company.

COMPENSATION COMMITTEE REPORT

The Compensation Committee (in this report, the 'Committee') has prepared
its report of 1993 executive compensation. The Committee, composed entirely of
directors who are not current or former officers or employees of the Company, is
responsible for implementing, or making recommendations to the board of
directors with respect to, the Company's officer compensation programs. The
Committee has retained the services of executive compensation consultants to
provide professional assistance, data, and advice regarding pay practices at the
Company. This report describes the basis on which such 1993 compensation
determinations or recommendations were made by the Committee with respect to the
Company's executive officers. This report, required by rules of the Securities
and Exchange Commission, provides specific information regarding compensation of
the Company's President and Chief Executive Officer ('CEO') and general
information regarding compensation of the Company's executive officers as a
group. The Company's CEO and four other most highly compensated executive
officers are sometimes referred to as the 'Named Executives.'

COMPENSATION PHILOSOPHY AND OVERALL OBJECTIVE OF EXECUTIVE COMPENSATION PROGRAMS

The Company seeks to ensure that executive compensation is directly linked
to corporate performance and shareholder value, as well as comparable pay
practices in the industry. Each year, the Committee, in making compensation
decisions and recommendations, and the board of directors, in approving base
salaries, review the performance of the Company and compare such performance to
specified internal and external performance standards. The Committee has
developed the following compensation guidelines as the principles upon which
compensation decisions and recommendations are made:

* Provide a competitive total compensation package that enables the
Company to attract and retain key executives.

* Provide variable compensation opportunities that are linked to the
financial per-formance of the Company and that align executive
compensation with the interests of shareholders.

* Provide incentives to increase corporate performance and shareholder
value relative to those of other electric utilities.

COMPENSATION PROGRAM COMPONENTS

The compensation program for executive officers is currently comprised of
base salary, annual performance-related incentives and performance-based awards
of restricted stock and related 'opportunity shares' granted under the Long-Term
Plan, as discussed above under 'Long-Term Incentive Plan.' In addition, certain
of the executive officers have stock options outstanding that were granted under
the Stock Option Plan, which expired in 1991 and under which no future grants
can be made. See 'Stock Option Plans.' The compensation programs for the
Company's executive officers are further explained below.

BASE SALARY -- Base pay levels recommended by the Committee are largely
determined through comparisons with those of other electric utilities of similar
size and complexity to the Company. These companies, as well as other electric
utilities, are included in the Edison Electric Institute Index of 100
investor-owned electric utilities (the 'Edison Electric Institute Index')
graphed in the performance graph shown elsewhere. Actual salaries are based on
individual performance contributions within a salary structure that is
established through job evaluation and market comparisons. Base pay levels for
the Company's executive officers, including the Named Executives, for the year
1993 are generally at or near the average of the competitive market; however,
this relationship may vary from year to year. Pending completion of the
significant organizational changes by the Company in 1993 as more fully
described in the Company's 1993 annual report to sharheolders, no increases in
base salaries took place in 1993 except for the promotional increase given to
the President and Chief Executive Officer which occurred in June 1993. Increases
in base salary to continuing executive officers are recommended by the Committee
and approved by the board of directors.

ANNUAL INCENTIVE COMPENSATION -- The Company's executive officers are
eligible to participate in an annual incentive compensation program with awards
generally based on earnings per share goals and the Company's actual return on
equity in relation to that of the Edison Electric Institute Index, a peer group
of approximately 100 electric utilities. Earnings per share and

return on equity goals are generally of equal weight. Based on actual results,
awards from 0% to 150% of target incentive levels may be made. Because of the
expected charge to earnings in 1993 relating to the Company's significant
organizational changes, the Committee retained discretion to consider the
importance and the level of success of the organizational changes in addition to
the financial performance of the Company. In fact, based on the 1993 results, if
the restructuring charge to earnings relating to the Company's organizational
changes were excluded, the earnings per share target of $1.86 and the return on
equity performance target of ranking in the 50th to 59th percentile of the
Edison Electric Institute Index, were exceeded. After considering both the
Company's financial performance and the success of the reorganization, the
Committee approved actual awards for 1993 at 100% of target annual bonus levels.
The objective of this program is to deliver competitive levels of compensation
for the attainment of short-term financial objectives that the Committee
believes are primary determinants of shareholder value over time, and to
reinforce behaviors that contribute to consistent growth of the enterprise. The
Committee bases target annual bonus levels on competitive bonus levels among
other electric utility companies of similar size and complexity. These companies
are included in the Edison Electric Institute Index. Targeted awards for
executive officers of the Company under this program range from 18% to 25% of
base salary. Through 1993, awards were paid in April; awards in 1994 and future
years will be paid in the first quarter of the year following the year for which
the award is earned. The amounts of actual awards are further subject to the
discretion of the Committee, within established program guidelines.

LONG-TERM INCENTIVE COMPENSATION PLAN -- The Committee supports increased
stock ownership by key executives of the Company and favors awards to key
executives of stock and/or cash based on the Company's stock price appreciation
and other measures of performance. The basis for such position is the
Committee's belief that the Company benefits by providing those persons who have
substantial responsibility for the management and growth of the Company with
additional incentives by increasing their proprietary interest in the success of
the Company or by awarding those persons for increases in the Company's stock
price or the achievement of other long-term performance goals for the Company.
Thus, under the Long-Term Plan, as discussed above under 'Long-Term Incentive
Plan,' executive officers may be eligible to receive performance-based grants of
restricted stock, related 'opportunity shares,' restricted unit grant awards,
related 'opportunity units,' stock options, and stock appreciation rights,
giving them the right to receive or purchase shares of Common Stock of the
Company under specified circumstances or to receive cash awards based on the
Company's stock price appreciation or the achievement of pre-established
long-term performance goals. The Committee believes that such programs are also
important as a means of retaining senior management over the long term. The
number of shares of stock and other awards granted to executive officers under
the Long-Term Plan is based on competitive practices within the industry.

Grants of restricted stock and awards of related 'opportunity shares' under
the Long-Term Plan were made to all executive officers in 1993, except for the
former Chief Executive Officer. Awards to executive officers are based on a
competitive compensation analysis. Awards actually earned are based on the
Company's performance during a performance cycle compared to the other electric
utilities in the Edison Electric Institute Index. The first grants of restricted
stock and 'opportunity shares' under the Long-Term Plan were made in 1991; such
grants vested in

1994. For the three-year performance cycle ended December 31, 1993, the
Company's total return to shareholders placed it at the 69th percentile compared
to the Edison Electric Institute Index, thus meeting the objectives, as
specified in the Long-Term Plan, for such performance cycle. Provisions of the
restricted stock and 'opportunity share' grants require an additional three-year
holding period following vesting before any shares may be sold. No other types
of awards under the Long-Term Plan were made to executive officers in 1993, and
no awards of performance-based restricted stock vested during 1993.

OTHER EXECUTIVE COMPENSATION PLANS

The Company also provides executive officers with certain executive
benefits, such as a supplemental retirement plan and severance agreements. The
Committee considers each of these programs to be reasonably competitive and
appropriate for executive officers of the Company.

1993 COMPENSATION FOR THE PRESIDENT AND CHIEF EXECUTIVE OFFICER

In light of the Committee's stated philosophy and compensation plans which
it administers on behalf of key executives, the Committee believes that the role
of the Chief Executive Officer is particularly important in reaching corporate
goals and accomplishing organizational objectives. As such, for fiscal year
1993, the Committee made the following recommendations or determinations
regarding the compensation for Mr. Nesbitt:

* BASE SALARY -- Mr. Nesbitt was promoted to President and Chief Executive
Officer in April 1993. His base salary was increased in June 1993 from
$185,000 to $220,000, an increase of approximately 19%. The amount of
this increase was based both on the performance of Mr. Nesbitt as
evaluated by the Committee, and his promotion to Chief Executive
Officer. Even with this adjustment, his base pay is significantly below
peers in the industry.

* ANNUAL INCENTIVE -- Mr. Nesbitt was eligible to participate in 1993 in
the Company's annual incentive compensation program discussed in this
report above (the Annual Incentive Compensation). The Chief Executive
Officer's 1993 target award was 25% of his base salary.

* LONG-TERM INCENTIVE -- Awards were made to Mr. Nesbitt under the
Long-Term Plan during 1993. The number of shares of stock and other
awards granted to the Chief Executive Officer under the Long-Term Plan
is based on competitive practices within the industry. Administration is
consistent with the provisions of the plan as described above in
'Long-Term Incentive Plan.' For the three-year performance cycle ended
December 31, 1993, the Chief Executive Officer's award was 135% of
target or 2,157 shares.

SUMMARY

The Compensation Committee believes that base-pay levels and increases, and
performance-based awards, are reasonable and competitive with the compensation
programs provided to officers and other executives by electric utilities of
similar size and complexity to the Company. The Committee believes further that
the degree of performance sensitivity in the annual incentive program continues
to be reasonable, yielding awards that are directly linked to the annual
financial and operational results of the Company. The Long-Term Plan continues
to provide, in the view of the Committee, financial opportunities to
participants and retention features for the Company that are consistent with the
relative returns that are generated on behalf of the Company's shareholders.

The Compensation Committee

William A. Lockwood, Chairman
Sherian G. Cadoria
J. Patrick Garrett
Edward M. Simmons
Ernest L. Williamson

PERFORMANCE GRAPH

The following performance graph compares the performance of the Company's
Common Stock to the S&P 500 Index and to the Edison Electric Institute Index
(which includes the Company) for the Company's last five fiscal years. The graph
assumes that the value of the investment in the Company's Common Stock and each
index was $100 at December 31, 1988 and that all dividends were reinvested.

COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
AMONG CLECO, S&P 500 INDEX AND EEI INDEX

{LINE GRAPH PLOTTED FROM DATA IN BELOW TABLE}

ASSUMES $100 INVESTED ON DECEMBER 31, 1988 IN CLECO COMMON STOCK, S&P 500 INDEX
AND EEI INDEX.

DECEMBER 31,
1988 1989 1990 1991 1992 1993

CLECO $100 $122 $132 $190 $198 $215
S&P 500 Index $100 $132 $128 $166 $179 $197
EEI Index(1) $100 $130 $132 $169 $182 $203
(1) The EEI Index is comprised of: Allegheny Power System, Inc.; American
Electric Power Company, Inc.; Atlantic Energy, Inc.; Baltimore Gas &
Electric Company; Bangor Hydro-Electric Company; Black Hills Corporation;
Boston Edison Company; Carolina Power & Light Company; Centerior Energy
Corporation; Central & South West Corporation; Central Hudson Gas &
Electric; Central Louisiana Electric Company, Inc.; Central Maine Power
Company; Central Vermont Public Service Corporation; Cilcorp Inc.;
Cincinnati Gas &
18

Electric Co.; Cipsco Inc.; CMS Energy Corp.; Commonwealth Edison Co.;
Commonwealth Energy System; Consolidated Edison Company of New York, Inc.;
Delmarva Power & Light Co.; Detroit Edison Company; Dominion Resources,
Inc.; DPL Inc.; DQE Inc.; Duke Power Company; Eastern Utilities Associates;
El Paso Electrical Company; Empire District Electric Company; Entergy
Corporation; ESELCO Inc.; Florida Progress Corporation; FPL Group, Inc.;
General Public Utilities Corporation; Green Mountain Power Corporation; Gulf
States Utilities Co.; Hawaiian Electric Industries, Inc.; Houston Industries
Incorporated; Idaho Power Company; IES Industries, Inc.; Illinois Power
Company; Interstate Power Co.; Iowa-Illinois Gas & Electric Co.; IPALCO
Enterprises Inc.; Kansas City Power & Light Company; KU Energy Corp.; LG&E
Energy Corp.; Long Island Lighting Company; Madison Gas & Electric Co.;
Maine Public Service Company; Midwest Resources Inc.; Minnesota Power;
Montana Power Co.; Nevada Power Company; New England Electric System; New
York State Electric & Gas Corporation; Niagara Mohawk Power Corp.; NIPSCO
Industries, Inc.; Northeast Utilities; Northern States Power Co.;
Northwestern Public Service Co.; Ohio Edison Company; Oklahoma Gas &
Electric Company; Orange & Rockland Utilities, Inc.; Otter Tail Power
Company; Pacific Gas & Electric Co.; Pacificorp; Pennsylvania Power & Light
Company; Philadelphia Electric Company; Pinnacle West Capital Corp.;
Portland General Corporation; Potomac Electric Power Corporation; PSI
Resources, Inc.; Public Service Co. of Colorado; Public Service Company of
New Mexico; Public Service Enterprise Group, Incorporated; Puget Sound Power
& Light Company; Rochester Gas & Electric Corporation; San Diego Gas &
Electric Co.; SCANA Corp.; SCECORP; Sierra Pacific Resources; Southern
Company; Southern Indiana Gas & Electric Co.; Southwestern Public Service
Company; St. Joseph Light & Power Co.; Teco Energy, Inc.; Texas Utilities
Company; TNP Enterprises, Inc.; Tucson Electric Power Company; Union
Electric Co.; United Illuminating Company; Unitil Corp.; Upper Peninsula
Energy Corp.; Utilicorp United Inc.; Washington Water Power Co.; Western
Resources; Wisconsin Energy Corporation; Wisconsin Public Service
Corporation; and WPL Holdings Inc.

APPOINTMENT OF AUDITORS

The firm of Coopers & Lybrand, independent certified public accountants, has
served as auditors for the Company continuously since 1952. The board of
directors, upon recommendation of the Audit Committee, proposes to continue such
firm's services as auditors for the Company for the year ending December 31,
1994. Neither such firm nor any of its associates has any relationship with the
Company except in their capacity as auditors. The persons named in the
accompanying proxy will vote in accordance with the choice specified thereon,
or, if no choice is properly indicated, in favor of the appointment of Coopers &
Lybrand as auditors of the Company.

A representative of Coopers & Lybrand is expected to attend the annual
meeting. If present, the representative will have an opportunity to make a
statement during the meeting if he or she so desires and will respond to
appropriate questions raised during the meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth, to the knowledge of the Company based on a
review of the information and as of the dates indicated, certain information
with respect to each person who is the beneficial owner of more than 5% of the
outstanding shares of Common Stock or $100 Preferred Stock of the Company.

SHARES OF SHARES OF
COMMON STOCK $100 PREFERRED STOCK
BENEFICIALLY OWNED BENEFICIALLY OWNED
AMOUNT AND AMOUNT AND
NATURE OF NATURE OF
BENEFICIAL PERCENTAGE BENEFICIAL PERCENTAGE
NAME AND ADDRESS OWNERSHIP OF CLASS OWNERSHIP OF CLASS

Merrill Lynch & Co., Inc.
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
World Financial Center
North Tower
250 Vesey Street
New York, NY 10281----------------- 1,240,000(1) 5.54%
Prudential Insurance Company
of America
Prudential Plaza
Newark, NJ 07102-3777-------------- 1,148,812(2) 5.13%
State Street Bank and Trust Company,
Trustee of the ESOP Trust
225 Franklin Street
Boston, MA 02110------------------- 299,531(3) 78.8%

(1) As of February 14, 1994, based on a Schedule 13G filed with the Securities
and Exchange Commission. Reporting entities state that they have sole voting
and dispositive power with respect to 0 shares and shared voting and
dispositive power with respect to 1,240,000 shares. Merrill Lynch, Pierce,
Fenner & Smith Incorporated is a wholly-owned subsidiary of Merrill Lynch &
Co., Inc.

(2) As of December 31, 1993, based on a Schedule 13G filed with the Securities
and Exchange Commission. Reporting entity states that it has sole voting and
dispositive power with respect to 11,912 shares and shared voting and
dispositive power with respect to 1,136,900 shares.

(3) As of December 31, 1993, based upon a Schedule 13G filed with the Securities
and Exchange Commission. Reporting entity states that it has shared
dispositive power with respect to 299,531 shares and shared voting power
with respect to 299,531 shares. Such 299,531 shares are held by State Street
Bank and Trust Company as the ESOP trustee ('ESOP Trustee') under the ESOP
trust ('ESOP Trust') established pursuant to the Company's 401(k) Savings
and Investment Plan ('Savings Plan'). Such 299,531 shares are convertible
under certain circumstances pursuant to the Company's Restated Articles of
Incorporation and the governing instruments of the ESOP Trust and the
Savings Plan into 1,437,749 shares of Common Stock, subject to antidilution
adjustment, or approximately 6.4% of the Common Stock outstanding as of
December 31, 1993. Participants in the Savings Plan have voting rights with
respect to $100 Preferred Stock (or Common Stock into which such stock has
been converted) allocated to their accounts. The ESOP Trustee is required to
vote unallocated shares, and allocated shares as to which it has received no

voting instructions from participants, in the same proportion as allocated
shares as to which it has received voting instructions from participants.
Participants in the Savings Plan have, in the event of a tender or exchange
offer, investment discretion with respect to shares of $100 Preferred Stock
(or Common Stock into which such stock has been converted) allocated to
their accounts. In such an event, the ESOP Trustee is required to tender
unallocated shares in the same proportion that it tenders allocated shares
as to which it has received investment instructions, but has no power to
tender allocated shares as to which it has received no investment
instructions.

ANNUAL REPORT

The 1993 annual report to shareholders, including financial statements as of
and for the year ended December 31, 1993, has been mailed to shareholders. No
part of the 1993 annual report to shareholders is to be deemed to be a part of
the proxy solicitation material.

OTHER MATTERS

Management does not intend to bring any other matters before the meeting and
has not been informed that any other matters are to be presented to the meeting
by others. If other matters properly come before the meeting or any adjournment
thereof, the persons named in the accompanying proxy and acting thereunder
intend to vote in accordance with their best judgment.

Proposals of shareholders intended to be presented at the Company's annual
meeting of shareholders to be held in 1995, and otherwise eligible, must be
received by the Company (at the address indicated on the first page of this
proxy statement) no later than November 11, 1994 (subject to certain provisions
of the Company's bylaws which require that certain proposals be submitted 180
days before such meeting) to be included in the Company's proxy material and
form of proxy relating to such meeting.

ALL SHARES THAT A SHAREHOLDER OWNS, NO MATTER HOW FEW, SHOULD BE REPRESENTED
AT THE ANNUAL MEETING OF SHAREHOLDERS. THE ACCOMPANYING PROXY SHOULD THEREFORE
BE COMPLETED, SIGNED, DATED AND RETURNED AS SOON AS POSSIBLE.

By order of the board of directors.
GREGORY L. NESBITT
Gregory L. Nesbitt
President and Chief Executive Officer

March 9, 1994

21
{COVER}

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES ACT OF
1934

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
(Name of Registrant as Specified in Its Charter)

CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11.*

4) Proposed maximum aggregate value of transaction:

* Set forth the amount on which the filing fee is calculated and
state how it was determined.

/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.

1) Amount Previously Paid:
2) Form Schedule or Registgration Statement No.:
3) Filing Party:
4) Date Filed:

{FRONT}
CENTRAL LOUISIANA ELECTRIC COMPANY, INC.

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY FOR THE ANNUAL MEETING ON APRIL 22, 1994
P
The undersigned hereby constitutes and appoints Gregory L.
R Nesbitt, David M. Eppler and Michael P. Prudhomme, and each of
them (the 'Proxy Committee'), his or her true and lawful
O agents and proxies, with full power of substitution in each,
to represent the undersigned at the annual meeting of
X shareholders of Central Louisiana Electric Company, Inc. (the
'Company'), to be held at the Pineville High School
Y Auditorium, 1511 Line Street, Pineville, Louisiana, on Friday,
April 22, 1994, and at any adjournments thereof, on all
matters coming before said meeting. Receipt of the notice of
the meeting and the proxy statement, both dated March 9,
1994 (the 'Proxy Statement'), is acknowledged. The following
items of business will be considered at the aforesaid annual
meeting:

1. Election of four Class III Directors. Nominees:

J. Patrick Garrett, F. Ben James, Jr., William A. Lockwood
and A. DeLoach Martin, Jr., whose terms of office expire in
1997.

2. Proposal to approve appointment of Coopers & Lybrand as
auditors.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES (SEE REVERSE SIDE) BUT YOU NEED NOT MARK ANY
BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS. THE PROXY COMMITTEE CANNOT VOTE
YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD. ACTION TAKEN
PURSUANT TO THIS PROXY CARD WILL BE EFFECTIVE AS TO ALL THE
SHARES (WHETHER COMMON OR PREFERRED, AND, IF PREFERRED, OF ANY
CLASS OR SERIES) THAT YOU OWN.

{BACK}

Please mark your
X votes as in this 1628
example.

This proxy when executed will be voted in the manner directed herein. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED 'FOR' ITEMS 1 AND 2.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL PROPOSALS.

FOR WITHHELD 2. PROPOSAL TO APPROVE FOR AGAINST ABSTAIN
1. ELECTION OF APPROINTMENT OF
DIRECTORS. / / / / COOPERS & LYBRAND / / / / / /
(SEE REVERSE) AS AUDITORS.

For, except vote withheld from the following nominee(s):

NOTE: Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
trustee or guardian, please give full title as such.

SIGNATURE(S) DATE