As filed with the Securities and Exchange Commission on February 14, 2001
Registration Nos. 333-
333- -01
333- -02
================================================================================

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

______________________

CLECO CORPORATION

CLECO TRUST I

CLECO TRUST II

(Exact name of each registrant as specified in its charter)

LOUISIANA 72-1445282
DELAWARE APPLIED FOR
DELAWARE APPLIED FOR
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

2030 DONAHUE FERRY ROAD R. O'NEAL CHADWICK, JR.
PINEVILLE, LOUISIANA 71360-5226 MANAGER, LEGAL SERVICES
(318) 484-7400 2030 DONAHUE FERRY ROAD
(Address, including zip code, and PINEVILLE, LOUISIANA 71360-5226
telephone number, including area code, of each (318) 484-7400
registrant's principal executive offices) (Name, address, including zip code, and telephone
number, including area code, of agent for service
for each registrant)

___________________

COPY TO:
TIMOTHY S. TAYLOR
BAKER BOTTS L.L.P.
910 LOUISIANA
ONE SHELL PLAZA
HOUSTON, TEXAS 77002-4995
(713) 229-1234

___________________

Approximate date of commencement of proposed sale to public: From time to
time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _______

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _______

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

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(Continued on next page)

(Continued from previous page)

CALCULATION OF REGISTRATION FEE
===========================================================================================================================
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PRICE (1), (2), (3) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------

Common Stock, par value $2.00 per share, of Cleco Corporation (4)................
- --------------------------------------------------------------------------------------------------------------------------
Preferred Stock, par value $100 per share, of Cleco Corporation..................
- --------------------------------------------------------------------------------------------------------------------------
Preferred Stock, par value $25 per share, of Cleco Corporation...................
- --------------------------------------------------------------------------------------------------------------------------
Junior Subordinated Debt Securities of Cleco Corporation.........................
- --------------------------------------------------------------------------------------------------------------------------
Trust Preferred Securities of Cleco Trust I and Cleco Trust II...................
- --------------------------------------------------------------------------------------------------------------------------
Guarantees of Trust Preferred Securities of Cleco Trust I and Cleco Trust II by
Cleco Corporation...............................................................
- --------------------------------------------------------------------------------------------------------------------------
Total........................................................ $150,000,000 $37,500
==========================================================================================================================

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act and exclusive of accrued
interest, distributions and dividends, if any. The aggregate initial
offering price of all securities issued from time to time pursuant to this
registration statement shall not exceed $150,000,000 or the equivalent
thereof in foreign currencies, foreign currency units or composite
currencies. Any securities registered hereunder may be sold separately or
as units with other securities registered hereunder.

(2) There is also being registered hereunder such indeterminate number or amount
of common stock, preferred stock and junior subordinated debt securities of
Cleco Corporation and trust preferred securities of Cleco Trust I and Cleco
Trust II as may from time to time be issued at indeterminate prices. Junior
subordinated debt securities may be issued and sold to Cleco Trust I and
Cleco Trust II, in which event such debt securities may later be distributed
to the holders of trust preferred securities upon a dissolution of Cleco
Trust I and Cleco Trust II and the distribution of their assets.

(3) Cleco Corporation is also registering under this registration statement all
guarantees and other obligations that it may have with respect to trust
preferred securities that may be issued by Cleco Trust I and Cleco Trust II.
No separate consideration will be received for the guarantees or any other
such obligations.

(4) Each share of common stock includes an associated preferred stock purchase
right. No separate consideration is payable for the preferred stock
purchase rights. The registration fee for these securities is included in
the fee for the common stock.

_________________________

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

EXPLANATORY NOTE

The registration statement contains two forms of prospectuses to be used in
connection with offerings of the following securities:

(1) Common stock and preferred stock of Cleco Corporation.

(2) Trust preferred securities of Cleco Trust I or Cleco Trust II, junior
subordinated debt securities (which may be convertible into shares) of Cleco
Corporation and the guarantees by Cleco Corporation of trust preferred
securities that may be issued by Cleco Trust I and Cleco Trust II.

Under the shelf registration process, we may offer any combination of the
securities described in these two prospectuses in one or more offerings with a
total initial offering price of up to $150,000,000.

SUBJECT TO COMPLETION, DATED , 2001

Prospectus

[LOGO]

$150,000,000

CLECO CORPORATION

COMMON STOCK
PREFERRED STOCK
____________________

Cleco Corporation
2030 Donahue Ferry Road
Pineville, Louisiana 71360-5226
(318) 484-7400

___________________________

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

___________________________

The date of this prospectus is , 2001.

TABLE OF CONTENTS

About This Prospectus................................................. 2
About Cleco Corporation............................................... 2
Cautionary Statement Regarding Forward-Looking Information............ 3
Use of Proceeds....................................................... 3
Ratio of Earnings to Combined Fixed Charges and Preferred Dividends... 4
Description of Capital Stock.......................................... 4
Plan of Distribution.................................................. 8
Legal Matters......................................................... 9
Experts............................................................... 9
Where You Can Find More Information................................... 10
Information We Incorporate by Reference............................... 10

_______________

THIS PROSPECTUS IS PART OF A REGISTRATION STATEMENT WE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. YOU SHOULD RELY ONLY ON THE INFORMATION WE
HAVE PROVIDED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ADDITIONAL OR
DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY
JURISDICTION WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT IS ACCURATE ONLY AS
OF THE DATE ON THE FRONT OF THE DOCUMENT AND THAT ANY INFORMATION WE HAVE
INCORPORATED BY REFERENCE IS ACCURATE ONLY AS OF THE DATE OF THE DOCUMENT
INCORPORATED BY REFERENCE.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement we have filed with the
Securities and Exchange Commission using a "shelf" registration process. The
registration statement also includes a prospectus under which Cleco Trust I and
Cleco Trust II, two of our subsidiaries, may offer from time to time trust
preferred securities guaranteed by us and we may offer our related junior
subordinated debt securities, which securities may be convertible into our
common stock. Under the shelf registration process, we may offer any
combination of the securities described in these two prospectuses in one or more
offerings with a total initial offering price of up to $150,000,000. This
prospectus provides you with a description of the common and preferred stock we
may offer. Each time we use this prospectus to offer securities, we will
provide a prospectus supplement that will contain specific information about the
terms of that offering. The prospectus supplement may also add, update or
change information contained in this prospectus. Please carefully read this
prospectus and the prospectus supplement together with the additional
information described under the heading "Where You Can Find More Information."

References in this prospectus to the terms "we," "us," "Cleco" and other
similar terms mean Cleco Corporation, unless we state otherwise or the context
indicates otherwise.

ABOUT CLECO CORPORATION

We are a diversified energy services company operating through two
principal subsidiaries: Cleco Power LLC (formerly Cleco Utility Group Inc.) and
Cleco Midstream Resources LLC.

. Cleco Power, the successor to Cleco Utility Group, is an electric utility
and contains our regulated generation, transmission and distribution
assets. Cleco Power provides regulated electric utility services to
approximately 246,000 customers in the State of Louisiana.

. Cleco Midstream is the entity through which we operate our nonregulated
electric generation, energy marketing, natural gas pipeline and oil and
natural gas production businesses. Cleco Midstream owns our interest in
Cleco Evangeline LLC, which owns a 750 megawatt generating station.

In early 2001, we announced our decision to sell substantially all of the assets
of our utility engineering and line construction services subsidiary, Utility
Construction & Technology Solutions LLC.

Subject to certain limited exceptions, we are exempt from regulation as a
public utility holding company pursuant to Section 3(a)(1) of the Public Utility
Holding Company Act of 1935. Our principal executive offices are located at
2030 Donahue Ferry Road, Pineville, Louisiana 71360-5226, and our telephone
number at that location is (318) 484-7400.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This prospectus, including the information we incorporate by reference,
contains statements that are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. You can identify our
forward-looking statements by the words "anticipate," "estimate," "expect,"
"objective," "projection," "forecast," "goal" or other similar words.

We have based our forward-looking statements on our management's beliefs
and assumptions based on information available to our management at the time the
statements are made. We caution you that assumptions, beliefs, expectations,
intentions and projections about future events may and often do vary materially
from actual results. Therefore, we cannot assure you that actual results will
not differ materially from those expressed or implied by our forward-looking
statements.

The following list identifies some of the factors that could cause actual
results to differ from those expressed or implied by our forward-looking
statements:

. state and federal legislative and regulatory initiatives that affect cost
and investment recovery, have an impact on rate structures and affect the
speed and degree to which competition enters the electric and natural gas
industry,

. industrial, commercial and residential growth in Cleco Power LLC's
service territory,

. the weather and other natural phenomena,

. the timing and extent of changes in commodity prices and interest rates,

. changes in environmental and other laws and regulations to which we are
subject or other external factors over which we have no control,

. the results of financing efforts,

. the operating performance of our generation facilities, and

. other factors we discuss in this prospectus and our other filings with
the SEC.

USE OF PROCEEDS

Unless we inform you otherwise in the prospectus supplement, we expect to
use the net proceeds from the sale of securities offered by this prospectus for
general corporate purposes. These purposes may include, but are not limited to:

. working capital,

. capital expenditures,

. equity investments in existing and future projects,

. acquisitions, and

. the repayment or refinancing of our indebtedness, including inter-company
indebtedness.

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS

NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
------------------------------------- ----------------------

1995 1996 1997 1998 1999 1999 2000 (1)
----- ----- ----- ----- ----- ----- -------------

Ratio of Earnings to Combined
Fixed Charges and Preferred
Dividends........................ 3.17x 3.36x 3.41x 3.46x 3.48x 4.07x 3.36x

(1) We believe that the ratios for the nine-month
periods are not necessarily indicative of the ratios for the twelve-
month periods due to the seasonal nature of our business.

DESCRIPTION OF CAPITAL STOCK

We have summarized selected aspects of our capital stock below. The
summary is not complete. For a complete description, you should refer to our
amended and restated articles of incorporation, bylaws and the Rights Agreement,
dated as of July 28, 2000, between us and Equiserve Trust Company, as rights
agent, all of which are exhibits to the registration statement of which this
prospectus is part.

Our authorized capital stock consists of:

. 50,000,000 shares of common stock, par value $2 per share

. 1,491,900 shares of preferred stock, par value $100 per share, which we
refer to as the "$100 preferred stock"

. 3,000,000 shares of preferred stock, par value $25 per share, which we
refer to as the "$25 preferred stock"

As of December 31, 2000, 22,495,932 shares of our common stock were
outstanding, 280,897 shares of our $100 preferred stock were outstanding and no
shares of our $25 preferred stock were outstanding. Our board of directors has
reserved for issuance pursuant to our shareholder rights plan a total of 500,000
shares of $25 preferred stock, designated as Series A Participating Preferred
Stock. Holders of common stock may purchase shares of our Series A
Participating Preferred Stock if the rights associated with their common stock
are exercisable and the holders exercise the rights. Please read the "--
Shareholder Rights Plan" section below and "Information We Incorporate by
Reference."

COMMON STOCK

Each share of common stock entitles the holder to one vote on all matters
submitted to a vote of shareholders, except in the election of directors, in
which case holders of common stock have cumulative voting rights. Cumulative
voting gives each shareholder the right to multiply the number of votes to which
he or she is entitled by the number of directors to be elected and to cast all
of those votes for one candidate or distribute them among any two or more
candidates. Subject to preferences that may be applicable to any outstanding
preferred stock and to restrictive covenants in certain debt instruments of
ours, the holders of common stock are entitled to dividends when, as and if
declared by the board of directors out of funds legally available for that
purpose. If we are liquidated, dissolved or wound up, the holders of common
stock will be entitled to a pro rata share in any distribution to shareholders,
but only after satisfaction of all of our liabilities and of the prior rights of
any outstanding class of our preferred stock.

The common stock has no preemptive or conversion rights or other
subscription rights. There are no redemption or sinking fund provisions
applicable to the common stock. All issued and outstanding shares of common
stock are fully paid and nonassessable, and any shares of common stock we offer
under this prospectus will be fully paid and nonassessable.

The common stock is listed on the New York Stock Exchange and the Pacific
Stock Exchange and trades under the symbol "CNL."

PREFERRED STOCK

We have summarized below selected aspects of our $25 preferred stock and
$100 preferred stock, which we collectively refer to as the "preferred stock."
This summary is not complete. We will file the form of the amendment to our
articles of incorporation providing for the establishment of a series of
preferred stock with the SEC before we issue any shares of that series of
preferred stock, and you should read the form of amendment for provisions that
may be important to you.

Our board of directors can, without action by the shareholders, issue one
or more series of the preferred stock. The power of the board of directors to
issue preferred stock is subject to specified restrictions that are based on the
net earnings of Cleco. The board can determine for each series the number of
shares, designation, dividend rates and other rights, preferences and
limitations. In some cases, the issuance of preferred stock could delay or
discourage a change in control of us.

Each share of $100 preferred stock entitles the holder to one vote on all
matters submitted to a vote of the shareholders, and each share of $25 preferred
stock entitles the holder to one-fourth vote. All shares of preferred stock
will rank equally with each other, and no class of stock ranking senior to the
preferred stock can be created unless authorized by a vote of holders of two-
thirds of the outstanding preferred stock, voting as a class. Cumulative voting
rights do not apply to the preferred stock, but holders of preferred stock are
entitled to special voting rights with respect to election of directors if we
fail to make payments on the preferred stock in specified cases. By action of
our board of directors, we may redeem all or any part of any series of
outstanding preferred stock. Dividends on the preferred stock will be
cumulative.

The prospectus supplement relating to any series of preferred stock we are
offering will include specific terms relating to the offering. These terms will
include some or all of the following:

. the title of the series of preferred stock

. the maximum number of shares of the series

. the dividend rate or the method of calculating the dividend and the date
from which dividends will accrue

. any liquidation preference

. any redemption provisions

. any sinking fund or other provisions that would obligate us to redeem or
purchase the preferred stock

. any terms for the conversion or exchange of the preferred stock for other
securities of us or any other entity

. any other preferences and relative, participating, optional or other
special rights or any qualifications, limitations or restrictions on the
rights of the preferred stock

Any shares of preferred stock we issue will be fully paid and
nonassessable.

ANTI-TAKEOVER PROVISIONS

Some provisions of Louisiana law and our amended and restated articles of
incorporation and bylaws could make the following more difficult:

. acquisition of us by means of a tender offer

. acquisition of control of us by means of a proxy contest or otherwise

. removal of our incumbent officers and directors

These provisions, as well as our shareholder rights plan and our ability to
issue preferred stock, are designed to discourage coercive takeover practices
and inadequate takeover bids. These provisions are also designed to encourage
persons seeking to acquire control of us to first negotiate with our board of
directors. We believe that the benefits of increased protection give us the
potential ability to negotiate with the proponent of an unfriendly or
unsolicited proposal to acquire or restructure us, and that the benefits of this
increased protection outweigh the disadvantages of discouraging those proposals,
because negotiation of those proposals could result in an improvement of their
terms. These provisions could delay or prevent an acquisition of us that a
shareholder might consider to be in his or her best interest, including attempts
that might result in a premium over the market price for our common stock.

Classified Board of Directors

Our board of directors is divided into three classes. The directors in
each class will serve for a three-year term, with only one class being elected
each year by our shareholders. This system of electing and removing directors
may discourage a third party from making a tender offer or otherwise attempting
to obtain control of us, because it generally makes it more difficult for
shareholders to replace a majority of the directors. Subject to special
provisions for cumulative voting, holders of 80% of the shares of common stock
entitled to vote in the election of directors may remove a director for cause,
but shareholders may not remove any director without cause.

Shareholder Meetings

Our articles of incorporation and bylaws provide that special meetings of
shareholders may be called by the president, the board of directors or
shareholders holding 51% of our total voting power. In some cases, shareholders
holding specified amounts of preferred stock may also call a special meeting. A
majority of the outstanding shares of common stock entitled to vote is a quorum
for a shareholder meeting. In general, a majority of votes cast decides a
matter brought before a meeting.

Shareholder Proposals and Nominations of Directors

Shareholders can submit proposals and nominate candidates for our board of
directors if the shareholders follow advance notice procedures described in our
bylaws.

To make a proposal or nominate a candidate for our board of directors, a
shareholder must submit a timely notice to our secretary. Generally, a
shareholder's proposal must be received at least 120 days prior to the meeting
for which the proposal is made. If we give less than 135 days' notice or prior
public disclosure of the meeting, we must receive the proposal no later than 15
days after the day we give notice or make public the date of the meeting. A
shareholder's director nomination must be received at least 180 days before the
meeting at which directors are to be elected. Shareholder proposals or
nominations must give specified information about the shareholder and the
proposal being made or the director being nominated, as the case may be.

Shareholder proposals and director nominations that are late or that do not
include the required information may be rejected. This could prevent
shareholders from bringing certain matters before a meeting, including making
nominations for directors.

Supermajority Vote for Certain Transactions

Our articles of incorporation provide that we may sell, lease or otherwise
dispose of all or any of our assets upon the affirmative vote of two-third of
all directors. But if such a transaction involves the receipt of shares or
securities of another corporation, we may engage in the transaction only upon
receiving the affirmative vote of two-thirds of all directors and holders of a
majority of our outstanding capital stock. Additionally, unless we redeem all
outstanding shares of preferred stock, we may not take any of the following
actions without the consent of holders of two-thirds any outstanding preferred
stock:

. voluntarily liquidate, dissolve or wind up

. sell or transfer substantially all of our assets

. consolidate or merge with another company or entity

Interested Shareholder Transactions

Louisiana law and our bylaws require that mergers, consolidations or share
exchanges with a shareholder owning 10% or more of our voting power be
recommended by the board and approved by:

. 80% of the votes entitled to be cast by outstanding shares of voting
stock and

. two-thirds of votes entitled to be cast by voting stock other than the
interested shareholder

Our bylaws provide that a quorum for purposes of voting on such a transaction
consists of 80% of the votes entitled to be cast, unless 80% of the "continuing
directors," as defined in our bylaws, approves the transaction prior to
submission of the matter to a shareholder vote.

Transactions that do not alter the contract rights of our stock or convert
our shares and satisfy certain consideration and procedural requirements are
exempt from these requirements.

Limitation of Liability of Officers and Directors

Section 24 of the Louisiana Business Corporation Law authorizes
corporations to limit or eliminate the personal liability of officers and
directors to corporations and their shareholders for monetary damages for breach
of officers' and directors' fiduciary duties, except for:

. any breach of the officer's or director's duty of loyalty to us or our
shareholders

. acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law

. unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 92D of the Louisiana Business
Corporation Law or

. any transaction from which the officer or director derived an improper
personal benefit

Our articles of incorporation limit the liability of our officers and
directors to us and our shareholders to the fullest extent permitted by
Louisiana law. The inclusion of these provision in our articles of
incorporation may reduce the likelihood of derivative litigation against our
officers and directors, and may discourage or deter shareholders or management
from bringing a lawsuit against our officers and directors for breach of their
duty of care, even though such an action, if successful, might have otherwise
benefited us and our shareholders. Our bylaws provide indemnification to our
officers and directors and certain other persons.

Other Provisions

Except for specified cases in which our board of directors may amend our
articles of incorporation, amendment of our articles of incorporation requires
the affirmative vote, at a meeting, of holders of the majority of our
outstanding capital stock. Additionally, our bylaws provide that amendments to
our articles of incorporation that affect any of the following items will not be
effective until at least one year after the adoption of the amendment by the
shareholders:

. quorum requirements for our shareholder meetings

. procedures and votes required for amending our articles of incorporation
or bylaws

. votes required for approving mergers and other business combinations

. number, classification, powers and qualifications of our directors

. procedures relating to our directors, including appointment and removal

. procedures relating to our shareholder meetings

Our bylaws may be amended by the affirmative vote of a majority of the
board of directors, subject to the power of the shareholders to amend the bylaws
upon the affirmative vote of 80% of all shares of our stock entitled to vote.

Shareholder proposals to amend our articles of incorporation or bylaws must
be received by the secretary at least 180 days before the meeting at which the
proposal is to be considered and must contain specified information. These
proposals may be rejected if not made in time or if they fail to include the
required information.

TRANSFER AGENT AND REGISTRAR

EquiServe First Chicago Trust Division, Jersey City, New Jersey, is our
transfer agent and registrar.

SHAREHOLDER RIGHTS PLAN

We have a shareholder rights plan under which one preferred stock purchase
right is attached to each outstanding share of our common stock. The rights
become exercisable under specified circumstances, including any person or group
(an "acquiring person") becoming the beneficial owner of 15% or more or our
outstanding common stock, subject to specified exceptions. Each right entitles
the registered holder to purchase from us one one-hundredth of a share of Series
A Participating Preferred Stock, par value $25 per share, at an exercise price
of $125, subject to adjustment under specified circumstances. If events
specified in the shareholder rights plan occur, each holder of rights other than
the acquiring person can exercise his or her rights. When a holder exercises a
right, the holder will be entitled to receive common stock valued at twice the
exercise price of the right. In some cases, the holder will receive cash,
property or other securities instead of common stock. We may redeem the rights
for $0.01 per right at any time prior to the tenth day after a person or group
becomes an acquiring person. The shareholder rights plan and the rights expire
in July 2010.

PLAN OF DISTRIBUTION

We may sell the securities described in this prospectus in and outside the
United States (a) through underwriters or dealers, (b) directly to purchasers,
including our affiliates, (c) through agents or (d) through a combination of any
of these methods. The prospectus supplement will include the following
information:

. the terms of the offering

. the names of any underwriters or agents

. the name or names of any managing underwriter or underwriters

. the purchase price of the securities from us

. the net proceeds to us from the sale of the securities

. any delayed delivery arrangements

. any underwriting discounts, commissions and other items constituting
underwriters' compensation

. any initial public offering price

. any discounts or concessions allowed or reallowed or paid to dealers

. any commissions paid to agents

SALE THROUGH UNDERWRITERS OR DEALERS

more firms acting as underwriters. Unless we inform you otherwise in the
prospectus supplement, the obligations of the underwriters to purchase the
securities will be subject to certain conditions, and the underwriters will be
obligated to purchase all the offered securities if they purchase any of them.
The underwriters may change from time to time any initial public offering price
and any discounts or concessions allowed or reallowed or paid to dealers.

During and after an offering through underwriters, the underwriters may
purchase and sell the securities in the open market. These transactions may
include overallotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. The
underwriters may also impose a penalty bid, which means that selling concessions
allowed to syndicate members or other broker-dealers for the offered securities
sold for their account may be reclaimed by the syndicate if the offered
securities are repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the offered securities, which may be higher than the price that
might otherwise prevail in the open market. If commenced, the underwriters may
discontinue these activities at any time.

If we use dealers in the sale of securities, we will sell the securities to
them as principals. They may then resell those securities to the public at
varying prices determined by the dealers at the time of resale. We will include
in the prospectus supplement the names of the dealers and the terms of the
transaction.

DIRECT SALES AND SALES THROUGH AGENTS

We may sell the securities directly. In this case, no underwriters or
agents would be involved. We may also sell the securities through agents we
designate from time to time. In the prospectus supplement, we will name any
agent involved in the offer or sale of the offered securities, and we will
describe any commissions payable by us to the agent. Unless we inform you
otherwise in the prospectus supplement, any agent will agree to use its
reasonable best efforts to solicit purchases for the period of its appointment.

We may sell the securities directly to institutional investors or others
who may be deemed to be underwriters within the meaning of the Securities Act of
1933 with respect to any sale of those securities. We will describe the terms
of any such sales in the prospectus supplement.

DELAYED DELIVERY CONTRACTS

If we so indicate in the prospectus supplement, we may authorize agents,
underwriters or dealers to solicit offers from certain types of institutions to
purchase securities from us at the public offering price under delayed delivery
contracts. These contracts would provide for payment and delivery on a
specified date in the future. The contracts would be subject only to those
conditions described in the prospectus supplement. The prospectus supplement
will describe the commission payable for solicitation of those contracts.

GENERAL INFORMATION

We may have agreements with the agents, dealers and underwriters to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act of 1933, or to contribute with respect to payments that the
agents, dealers or underwriters may be required to make. Agents, dealers and
underwriters may be customers of, engage in transactions with or perform
services for us in the ordinary course of their businesses.

LEGAL MATTERS

The validity of the securities will be passed upon for us by Baker Botts
L.L.P., Houston, Texas. Phelps Dunbar, L.L.P., New Orleans, Louisiana, will
pass on all matters of Louisiana law in this connection. Any underwriters will
be advised about other issues relating to any offering by their own legal
counsel.

EXPERTS

The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31, 1999
have been so incorporated in reliance on the reports of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said Firm as experts in
auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You can read and copy any materials we file with the
SEC at the SEC's public reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549. You can obtain information about the operation of the SEC's public
reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a
web site that contains information we file electronically with the SEC, which
you can access over the Internet at http://www.sec.gov. You can also obtain
information about us at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005 and at the offices of the Pacific Stock
Exchange at 301 Pine Street, San Francisco, California 94104.

This prospectus is part of a registration statement we have filed with the
SEC relating to the securities we may offer. As permitted by SEC rules, this
prospectus does not contain all of the information we have included in the
registration statement and the accompanying exhibits and schedules we file with
the SEC. You should read the registration statement and the exhibits and
schedules for more information about us and our securities. The registration
statement, exhibits and schedules are available at the SEC's public reference
room or through its web site.

You may also obtain a copy of our filings with the SEC, at no cost, by
writing or telephoning us at the following address:

Cleco Corporation
2030 Donahue Ferry Road
Pineville, Louisiana 71360-5226
Attention: Corporate Secretary
Telephone: (318) 484-7400

INFORMATION WE INCORPORATE BY REFERENCE

We are incorporating by reference information we file with the SEC, which
means that we are disclosing important information to you by referring you to
those documents. The information we incorporate by reference is an important
part of this prospectus, and the information that we file later with the SEC
automatically will update and supersede this information. We incorporate by
reference the documents listed below and any future filings we make with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we sell all the securities:

. our annual report on Form 10-K for the year ended December 31, 1999

. our quarterly reports on Form 10-Q for the quarterly periods ended
March 31, June 30 and September 30, 2000

. our current report on Form 8-K/A dated July 1, 1999 and filed with the
SEC on March 1, 2000

. our current report on Form 8-K dated May 18, 2000 and filed with the SEC
on May 24, 2000

. our current report on Form 8-K dated and filed with the SEC on July 28,
2000

. the description of our common stock contained in Post-Effective Amendment
No. 1 to our registration statement on Form S-4, filed with the SEC on
June 30, 1999, as may be amended from time to time to update that
description

. the description of the rights associated with our common stock contained
in our registration statement on Form 8-A, filed with the SEC on
August 8, 2000, as may be amended from time to time to update the
description

SUBJECT TO COMPLETION, DATED , 2001

PROSPECTUS

[LOGO]
$150,000,000

JUNIOR SUBORDINATED DEBT SECURITIES

CLECO TRUST I

CLECO TRUST II

TRUST PREFERRED SECURITIES FULLY AND UNCONDITIONALLY GUARANTEED, AS DESCRIBED HEREIN, BY

CLECO CORPORATION

--------------------

Cleco Corporation
2030 Donahue Ferry Road
Pineville, Louisiana 71360-5226
(318) 484-7400

- ---------------------------------------- THE TRUSTS
| The information in this prospectus is |
|not complete and may be changed. We may| Cleco Trust I and Cleco Trust II are subsidiaries of Cleco Corporation.
|not sell these securities until the | They exist for the purpose of issuing trust preferred securities.
|registration statement filed with the |
|Securities and Exchange Commission | THE OFFERING
|is effective. This prospectus is not |
|an offer to sell these securities and | Trust Preferred Securities
|it is not soliciting an offer to buy |
|these securities in any state where | The trusts may offer from time to time preferred securities representing
|the offer or sale is not permitted. | undivided beneficial interests in the assets of the issuing trust. The trusts
| | will use the proceeds from the sale of their preferred securities to purchase
| We will provide additional terms of | Cleco's junior subordinated debt securities.
|our securities in one or more |
|supplements to this prospectus. You | Junior Subordinated Debt Securities
|should read this prospectus and the |
|related prospectus supplement carefully| Cleco may offer from time to time its junior subordinated debt securities
|before you invest in our securities. | to the trusts. These debt securities will be unsecured and subordinate and
|This prospectus may not be used to | junior in right of payment to Cleco's senior debt. The debt securities may
|offer and sell our securities unless | be distributed to holders of the trust preferred securities if and when a
|accompanied by a prospectus supplement.| trust is dissolved. The debt securities may be convertible into shares of
- ---------------------------------------- Cleco's common stock.

Guarantee

Cleco will guarantee on a subordinated basis the trusts' payment
obligations on the trust preferred securities as described in this prospectus
and the prospectus supplement. We will provide the specific terms of the
guarantee in a prospectus supplement.

--------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF
THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

--------------------

The date of this prospectus is , 2001.

TABLE OF CONTENTS

About This Prospectus.................................................. 3
Summary Information - Q&A............................................ 4
About Cleco Corporation................................................ 6
Cautionary Statement Regarding Forward-Looking Information............. 6
Use of Proceeds........................................................ 7
Ratio of Earnings to Fixed Charges..................................... 7
The Trusts............................................................. 8
Description of the Trust Preferred Securities.......................... 10
Description of the Trust Preferred Securities Guarantees............... 12
Description of the Junior Subordinated Debt Securities................. 15
Plan of Distribution................................................... 22
Legal Matters.......................................................... 24
Experts................................................................ 24
Where You Can Find More Information.................................... 24
Information We Incorporate by Reference................................ 24

_______________

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement we have filed with the
Securities and Exchange Commission using a "shelf" registration process. The
registration statement also includes a prospectus under which Cleco may offer
from time to time its shares of common or preferred stock. Under the shelf
registration process, we may offer any combination of the securities described
in these two prospectuses in one or more offerings with a total initial offering
price of up to $150,000,000. This prospectus provides you with a general
description of the trust preferred securities of Cleco Trust I and Cleco Trust
II, the junior subordinated debt securities to be issued by Cleco to the trusts
and Cleco's guarantee of the trust preferred securities. Each time we use this
prospectus to offer securities, we will provide a prospectus supplement that
will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. Please carefully read this prospectus and the prospectus
supplement together with the additional information described under the heading
"Where You Can Find More Information."

We have not included separate financial statements of the trusts in this
prospectus. We do not consider that such financial statements are material to
holders of the trust preferred securities because:

. each trust is a newly created special purpose entity

. neither trust has any operating history or independent operations

. neither trust is engaged in, nor will it engage in, any activity other
than issuing preferred and common securities, investing in and holding
Cleco's junior subordinated debt securities and engaging in related
activities

Furthermore, the combination of Cleco's obligations under the junior
subordinated debt securities, the associated indenture, the declarations of
trust and the guarantees provides a full, irrevocable and unconditional
guarantee of payments of distributions and other amounts due on the trust
preferred securities. In addition, we do not expect that the trusts will file
reports with the SEC under the Securities Exchange Act of 1934.

Reference in this prospectus to the terms "we," "us," "Cleco" and other
similar terms mean Cleco Corporation, unless we state otherwise or the context
indicates otherwise.

SUMMARY INFORMATION - Q&A

This summary provides a brief overview of the key aspects of Cleco, the
trusts, the junior subordinated debt securities and the trust preferred
securities. The term "trust" refers to the Cleco trust for the specific
transaction. This summary does not contain all information that is important to
you. We encourage you to read carefully this prospectus and the prospectus
supplement to understand fully the terms of the trust preferred securities that
are important to you in making a decision about whether to invest.

WHAT ARE THE TRUST PREFERRED SECURITIES?

Each trust preferred security represents an undivided beneficial interest
in the assets of a trust. Each trust preferred security will entitle the holder
to receive cash distributions as described in this prospectus and the prospectus
supplement.

WHO ARE THE TRUSTS?

Each of Cleco Trust I and Cleco Trust II is a Delaware business trust. The
principal office of each trust is 2030 Donahue Ferry Road, Pineville, Louisiana,
71360-5226, and the telephone number is (318) 484-7400.

Cleco will own all common securities of each trust. Each trust will use
the proceeds from the sale of the preferred securities and the common securities
to purchase a series of Cleco's junior subordinated debt securities with the
same financial terms as the trust preferred securities. The trusts exist only
to issue the preferred and common securities, invest in and hold Cleco's junior
subordinated debt securities and engage in related activities.

There are five trustees of each trust. Three of them, referred to as
regular trustees, are officers or employees of Cleco. Bank One Trust Company,
N.A., will act as the property trustee of each trust, and Bank One Delaware,
Inc., will act as the Delaware trustee of each trust.

We will provide in the prospectus supplement additional information about
the issuing trust.

WHO IS CLECO CORPORATION?

Cleco is a diversified energy service company. Through our subsidiaries,
we

. provide regulated electric utility services to approximately 246,000
customers in the State of Louisiana

. engage in nonregulated electric generation, energy marketing, natural
gas pipeline and oil and natural gas production businesses

WHEN WILL YOU RECEIVE DISTRIBUTIONS ON THE TRUST PREFERRED SECURITIES?

The only source of cash to make payments on the preferred securities
issuable by each trust will be payments on the junior subordinated debt
securities it purchases from Cleco.

If you purchase preferred securities of a trust, you are entitled to
receive cash distributions at the rate specified in the prospectus supplement.
Unless we inform you otherwise in the prospectus supplement, distributions will
accumulate from the date the trust issues the preferred securities and will be
paid in arrears on the dates we specify in the prospectus supplement. However,
we may defer distributions as described below.

WHEN WILL PAYMENT OF YOUR DISTRIBUTIONS BE DEFERRED?

If Cleco defers interest payments on the junior subordinated debt
securities held by a trust, the trust will defer distributions on the related
preferred securities. We will describe in the prospectus supplement any rights
to defer distributions on the trust preferred securities by extending the
interest payment period on the junior subordinated debt securities.

During any deferral period, except as described beginning on page 13, Cleco
will not be permitted to:

. declare or pay a dividend on its shares of capital stock

. redeem, purchase, acquire or make a distribution or liquidation
payment on any of its shares of capital stock

. make a payment on or repay, repurchase or redeem any debt that ranks
equally with or junior to the junior subordinated debt securities or

. make a guarantee payment on any guarantee by Cleco of the debt of any
of its subsidiaries, if that guarantee ranks equally with or junior to
the junior subordinated debt securities

WHAT IS CLECO'S GUARANTEE OF THE TRUST PREFERRED SECURITIES?

Under each preferred securities guarantee, Cleco will irrevocably and
unconditionally guarantee on a subordinated basis that if it makes a payment on
the junior subordinated debt securities to the relevant trust but, for any
reason, the trust does not make the corresponding distribution or redemption
payment to the holders of the related trust preferred securities, then Cleco
will make the payments directly to the holders of the trust preferred
securities. Cleco's obligations under the preferred securities guarantee are
subordinated as described beginning on page 14.

The following obligations of Cleco taken together will provide a full and
unconditional guarantee on a subordinated basis of payments due on the trust
preferred securities:

. its obligations to make payments on the junior subordinated debt
securities

. its obligations under the preferred securities guarantee and

. its obligations under the amended and restated declaration of trust of
the trust, which establishes the terms of the trust

We will provide the specific terms of the guarantee in a prospectus supplement.

WHEN COULD THE JUNIOR SUBORDINATED DEBT SECURITIES BE DISTRIBUTED TO YOU?

Unless we inform you otherwise in the prospectus supplement, the holder of
the common securities of a trust, which generally will be Cleco, has the right
to dissolve the trust at any time. If the trust is dissolved, after
satisfaction of the trust's creditors, the trust may distribute junior
subordinated debt securities on a proportionate basis to the holders of its
preferred and common securities.

WILL THE TRUST PREFERRED SECURITIES BE LISTED ON A STOCK EXCHANGE?

If specified in the prospectus supplement, we will apply to list the trust
preferred securities on the New York Stock Exchange.

WILL HOLDERS OF THE TRUST PREFERRED SECURITIES HAVE ANY VOTING RIGHTS?

Generally, the holders of the trust preferred securities will not have any
voting rights.

ABOUT CLECO CORPORATION

We are a diversified energy services company operating through two
principal subsidiaries: Cleco Power LLC (formerly Cleco Utility Group Inc.) and
Cleco Midstream Resources.

. Cleco Power, the successor to Cleco Utility Group, is an electric
utility and contains our regulated generation, transmission and
distribution assets. Cleco Power provides regulated electric utility
services to approximately 246,000 customers in the State of Louisiana.

. Cleco Midstream is the entity through which we operate our nonregulated
electric generation, energy marketing, natural gas pipeline and oil and
natural gas production businesses. Cleco Midstream owns our interest
in Cleco Evangeline LLC, which owns a 750 megawatt generating station.

In early 2001, we announced our decision to sell substantially all of the assets
of our utility engineering and line construction services subsidiary, Utility
Construction & Technology Solutions LLC.

Subject to certain limited exceptions, we are exempt from regulation as a
public utility holding company pursuant to Section 3(a)(1) of the Public Utility
Holding Company Act of 1935. Our principal executive offices are located at 2030
Donahue Ferry Road, Pineville, Louisiana 71360-5226, and our telephone number at
that location is (318) 484-7400.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

The following list identifies some of the factors that could cause actual
results to differ from those expressed or implied by our forward-looking
statements:

. state and federal legislative and regulatory initiatives that affect
cost and investment recovery, have an impact on rate structures and
affect the speed and degree to which competition enters the electric
and natural gas industry,

. industrial, commercial and residential growth in Cleco Power LLC's
service territory,

. the weather and other natural phenomena,

. the timing and extent of changes in commodity prices and interest rates,

. changes in environmental and other laws and regulations to which we are
subject or other external factors over which we have no control,

. the results of financing efforts,

. the operating performance of our generation facilities, and

. other factors we discuss in this prospectus and our other filings
with the SEC.

USE OF PROCEEDS

Unless we inform you otherwise in the prospectus supplement, we expect to
use the net proceeds from the sale of securities for general corporate purposes.
These purposes may include, but are not limited to:

. working capital,

. capital expenditures,

. equity investments in existing and future projects,

. acquisitions, and

. the repayment or refinancing of our indebtedness, including
inter-company indebtedness.

Each trust will use all proceeds from the sale of the trust preferred
securities and the common securities to purchase Cleco's junior subordinated
debt securities.

RATIO OF EARNINGS TO FIXED CHARGES

NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
------------------------------------------ -----------------

1995 1996 1997 1998 1999 1999 2000(1)
------ ------ ------ ------ ------ ------ -----

Ratio of Earnings to Fixed
Charges.......................... 3.49x 3.70x 3.74x 3.80x 3.77x 4.44x 3.52x

- ----------------
(1) We believe that the ratios for the nine-month periods are not necessarily indicative of the ratios for
the twelve-month periods due to the seasonal nature of our business.

THE TRUSTS

Each of the trusts is created under the Delaware Business Trust Act and
will be governed by an amended and restated declaration of trust among the
trustees of each trust and Cleco. Each declaration will be qualified under the
Trust Indenture Act of 1939.

We have summarized selected provisions of the declarations below. This
summary is not complete. For a complete description, we encourage you to read
the applicable form of declaration, which we have filed with the SEC. Please
read "Where You Can Find More Information."

The address of the principal office of each trust is 2030 Donahue Ferry
Road, Pineville, Louisiana, 71360-5226, and the telephone number of each trust
at that address is (318) 484-7400.

SECURITIES OF EACH TRUST

When a trust issues its preferred securities, you and the other holders of
the preferred securities will own all of the issued and outstanding preferred
securities of the trust. Cleco will acquire all of the issued and outstanding
common securities of each trust, representing an undivided beneficial interest
in the assets of each trust of 3%. The preferred securities will be
substantially identical to the common securities and will rank equally with the
common securities, except that:

. if an event of default under the declaration of trust occurs and is
continuing, the holders of preferred securities will have the right
to receive payments before the holders of the common securities
receive payments

. the holders of common securities have the exclusive right to appoint,
remove or replace the trustees and to increase or decrease the number
of trustees

Each trust will exist primarily for the purposes of:

. issuing its preferred and common securities

. investing the proceeds from the sale of its preferred and common
securities in Cleco's junior subordinated debt securities

. engaging in only such other activities as are necessary or incidental to
issuing its securities and purchasing and holding Cleco's junior
subordinated debt securities

The rights of the holders of the preferred securities of a trust, including
economic rights, rights to information and voting rights, will be contained in
and governed by the applicable declaration of trust, the Delaware Business Trust
Act and the Trust Indenture Act of 1939.

POWERS AND DUTIES OF TRUSTEES

The number of trustees of each trust initially will be five. Three of the
trustees will be individuals who are officers or employees of Cleco. The fourth
trustee will be Bank One Trust Company, N.A., which is unaffiliated with us and
which will serve as the property trustee under the declaration of trust for
purposes of the Trust Indenture Act of 1939. The fifth trustee will be Bank One
Delaware, Inc., which has its principal place of business in the State of
Delaware.

The property trustee will own and hold for your benefit Cleco's junior
subordinated debt securities purchased by a trust. The property trustee will
also:

. generally exercise the rights, powers and privileges of a holder of the
junior subordinated debt securities

. maintain exclusive control of a segregated non-interest bearing bank
account to hold all payments on the junior subordinated debt securities

. promptly make distributions to the holders of the trust securities out
of funds from the property account

Bank One Trust Company, N.A., acting in its capacity as guarantee trustee,
will hold for your benefit a preferred securities guarantee, which will be
separately qualified under the Trust Indenture Act of 1939.

Because Cleco will own all of the common securities of each trust, Cleco
will have the exclusive right to appoint, remove or replace trustees and to
increase or decrease the number of trustees. In most cases, there will be at
least five trustees. The term of a trust will be described in the applicable
prospectus supplement, but a trust may dissolve earlier as provided in the
applicable declaration of trust.

The duties and obligations of the trustees of a trust will be governed by
the declaration of that trust, the Delaware Business Trust Act and the Trust
Indenture Act of 1939.

BOOKS AND RECORDS

The books and records of each trust will be maintained at the principal
office of the trust and will be open for inspection by each holder of preferred
securities of the trust or any authorized representative for any purpose
reasonably related to the holder's interest in the trust during normal business
hours.

THE PROPERTY TRUSTEE

The property trustee, for the benefit of the holders of the trust
securities, generally will exercise all rights under the indenture for the
holders of the junior subordinated debt securities deposited in the trust as
trust assets, including the right to enforce Cleco's obligations under the
junior subordinated debt securities upon the occurrence of an event of default
under the indenture.

If Cleco extends the interest payment period for the related junior
subordinated debt securities held by a trust and, as a result, the trust does
not make distributions, the property trustee will not be able to enforce the
payment of distributions on the preferred securities until an event of default
under the declaration of trust has occurred. If an event of default under the
declaration of trust has occurred and is continuing, then the holders of at
least a majority of outstanding preferred securities of a trust may direct the
property trustee for such trust or the guarantee trustee, as the case may be, to
enforce the available remedies under the related declaration of trust and
preferred securities guarantee. If the property trustee fails to enforce its
rights under the applicable series of junior subordinated debt securities, you
may provide written notice to the property trustee that you will enforce those
rights and, 30 days after submitting that request, you may enforce those rights
directly against Cleco without first instituting any legal proceeding against
the property trustee or any other person.

If an event of default under the applicable declaration of trust has
occurred and is continuing and results from Cleco's failure to make payments on
the applicable series of junior subordinated debt securities when due, then you
may directly institute a proceeding to enforce payment of the principal of, any
premium or interest on or any additional amounts payable with respect to the
applicable series of junior subordinated debt securities in an amount
corresponding to the aggregate liquidation amount of your trust preferred
securities. If you bring any such direct action, Cleco will be entitled to your
rights under the applicable declaration of trust to the extent of any payment
made by Cleco to you. EXCEPT AS EXPRESSLY PROVIDED IN THE PRECEDING SENTENCES
OR IN THE APPLICABLE PROSPECTUS SUPPLEMENT, YOU WILL NOT BE ABLE TO EXERCISE
DIRECTLY ANY OTHER REMEDY AVAILABLE TO THE HOLDERS OF THE APPLICABLE SERIES OF
JUNIOR SUBORDINATED DEBT SECURITIES.

EVENTS OF DEFAULT

If an event of default under the junior subordinated debt indenture occurs
and is continuing, an event of default under the related declaration of trust
will occur and be continuing. In that case, each declaration of trust provides
that the holders of common securities will waive any such event of default under
the declaration of such trust until all events of default under the declaration
of such trust relating to the preferred securities of the trust have been cured,
waived or otherwise eliminated. Until all such events of default under the
declaration of such trust relating to the preferred securities have been cured,
waived or otherwise eliminated, the property trustee will act solely on behalf
of the holders of the preferred securities, and only the holders of the
preferred securities will have the right to direct the property trustee as to
some matters under the declaration and under the indenture relating to the
junior subordinated debt securities.

If the holders of the preferred securities of a trust waive any event of
default under the declaration of trust as provided in the declaration, Cleco, as
the holder of the common securities, will also be bound by the waiver without
any further act, vote or consent. The property trustee will notify you of any
notice of default relating to the junior subordinated debt securities, unless
such default has been cured before the giving of such notice or the property
trustee in good faith determines that the withholding of such notice is in your
interests.

DEBTS AND OBLIGATIONS

In each declaration of trust, Cleco has agreed to pay all debts and
obligations, other than payments on the related trust securities, and all costs
and expenses of the applicable trust, including the fees and expenses of its
trustees and any taxes and all costs and expenses of the trust. But Cleco will
not pay withholding taxes of the trust, except to the extent we describe in the
prospectus supplement. Cleco's obligations under each declaration of trust will
benefit, and will be enforceable by, any person to whom any such debts,
obligations, costs, expenses and taxes are owed whether or not such creditor has
received notice of Cleco's contractual obligation. Any such creditor may enforce
these obligations directly against Cleco, and Cleco has irrevocably waived any
right or remedy to require that any such creditor take any action against any
trust or any other person before proceeding against Cleco. Cleco will be
entitled to the benefits of all rights of a trust relating to any amounts paid
to any creditor by Cleco.

DESCRIPTION OF THE TRUST PREFERRED SECURITIES

TERMS

Each trust may issue only one series of preferred securities. The terms of
the preferred securities will include those stated in the amended and restated
declaration of trust and those made a part of that declaration by the Trust
Indenture Act of 1939. For a complete description of the trust preferred
securities, we encourage you to read the prospectus supplement and the amended
and restated declaration of trust, a form of which we have filed with the SEC.
Please read "Where You Can Find More Information."

Cleco will guarantee the trust preferred securities on a subordinated basis
to the extent described under "Description of the Trust Preferred Securities
Guarantee."

The prospectus supplement relating to preferred securities being offered
will include specific terms relating to the offering. These terms will include
some or all of the following:

. the designation of the trust preferred securities

. the number of trust preferred securities issued by the trust

. the annual distribution rate, the distribution payment dates, the record
dates for distribution payments and the additional amounts, if any, that
may be payable with respect to the trust preferred securities

. whether distributions will be cumulative and compounding and, if so, the
dates from which distributions will be cumulative or compounded

. the amounts that will be paid out of the assets of the trust to the
holders of preferred securities upon dissolution, winding-up or
termination of the trust

. any repurchase or redemption provisions

. any voting rights of the trust preferred securities in addition to those
required by law

. terms for any conversion or exchange of the junior subordinated debt
securities or the trust preferred securities into other securities

. any rights to defer distributions on the trust preferred securities by
extending the interest payment period on the junior subordinated debt
securities

. any other relevant terms, rights, preferences, privileges, limitations
or restrictions of the trust preferred securities

We also will describe in the prospectus supplement the material United
States federal income tax considerations applicable to any offering of trust
preferred securities.

VOTING

You will have limited voting rights, relating only to the modification of
the trust preferred securities and, under specified circumstances, the exercise
of the property trustee's rights as holder of the junior subordinated debt
securities and the preferred securities guarantee. You will not be able to
appoint, remove or replace trustees or to increase or decrease the number of
trustees, because these rights will be vested exclusively in Cleco as the holder
of the common securities of the trust.

DISTRIBUTIONS

Under each declaration, the property trustee must make distributions on the
preferred securities of a trust to the extent that the property trustee has cash
on hand in the applicable property account to permit such payment. The only
funds available for distribution to the holders of the preferred securities of a
trust will be those received by the property trustee on the applicable junior
subordinated debt securities. If Cleco does not make payments on the junior
subordinated debt securities, the property trustee will not make corresponding
distributions on the trust preferred securities. Under each declaration, if and
to the extent Cleco does make payments on the junior subordinated debt
securities, the property trustee will be obligated to make distributions on the
preferred and common securities of such trust on a pro rata basis.

Cleco will guarantee payment of distributions on the preferred securities
of a trust as and to the extent described under "Description of the Trust
Preferred Securities Guarantees." A preferred securities guarantee covers
distributions and other payments on the applicable trust preferred securities
only if and to the extent that Cleco has made a payment to the property trustee
on the applicable junior subordinated debt securities. If an event of default
under the related declaration has occurred and is continuing, any funds
available to make payments will be paid first to you and the other holders of
the trust preferred securities pro rata based on the aggregate liquidation
amount of trust preferred securities held by you and other holders in relation
to the aggregate liquidation amount of all the outstanding trust preferred
securities. In that case, Cleco, as the holder of common securities of a trust,
would receive payments only after satisfaction of all amounts owed to the
holders of trust preferred securities.

RECORD HOLDERS

The trustees of a trust may treat the registered owners of the trust
preferred securities as the holders for purposes of receiving distributions and
for all other purposes. Trust preferred securities will be issued in fully
registered form. Unless we inform you otherwise in a prospectus supplement,
trust preferred securities will be represented by one or more global
certificates registered on the books and records of such trust in the name of a
depositary or its nominee. Under each declaration:

. the trust and its trustees will be entitled to deal with the depositary
for all purposes, including the payment of distributions and receiving
approvals, votes or consents under the related declaration of trust.
Except for provisions in the related declaration of trust dealing with
the issuance of definitive certificates representing the trust preferred
securities, the trust and its trustees will not have any obligation to
persons owning a beneficial interest in trust preferred securities
registered in the name of and held by the depositary or its nominee

. the rights of beneficial owners of trust preferred securities will be
exercised only through the depositary and will be limited to those
established by law and agreements with the depositary and/or its
participants

The depositary will receive all notices and communications relating to, and
distributions on, trust preferred securities that are registered in the name of
and held by the depositary or its nominee. Cleco will disclose in the applicable
prospectus supplement the specific terms of the depositary arrangement for the
trust preferred securities of a trust and any additional rights and limitations
of owners of beneficial interests in the global junior subordinated debt
securities.

DESCRIPTION OF THE TRUST PREFERRED SECURITIES GUARANTEES

Cleco will fully and unconditionally guarantee payments on the trust
preferred securities as described in this section. The guarantees cover the
following payments:

. periodic cash distributions on the trust preferred securities out of
funds held by the property trustee of the trust

. payments on liquidation of each trust

. payments on redemption of preferred securities of each trust

Bank One Trust Company, N.A., as guarantee trustee, will hold the guarantee
for the benefit of the holders of preferred securities.

We have summarized selected provisions of the guarantees below. This
summary is not complete. For a complete description, we encourage you to read
the guarantees, a form of which we have filed with the SEC. Please read "Where
You Can Find More Information."

Cleco will irrevocably and unconditionally agree to pay you in full the
following amounts to the extent not paid by the trust:

. any accumulated and unpaid distributions and any additional amounts with
respect to the trust preferred securities and any redemption price for
trust preferred securities called for redemption by the trust, if and to
the extent that Cleco has made corresponding payments on the junior
subordinated debt securities to the property trustee of the trust

. payments upon the dissolution, winding-up or termination of the trust
equal to the lesser of:

. the liquidation amount plus all accumulated and unpaid distributions
and additional amounts on the trust preferred securities to the
extent the trust has funds legally available for those payments and

. the amount of assets of the trust remaining legally available for
distribution to the holders of trust preferred securities in
liquidation of the trust

Cleco will not be required to make these liquidation payments if:

. the trust distributes the junior subordinated debt securities to the
holders of trust preferred securities in exchange for their preferred
securities or

. the trust redeems the trust preferred securities in full upon the
maturity or redemption of the junior subordinated debt securities

Cleco may satisfy its obligation to make a guarantee payment either by
making payment directly to the holders of trust preferred securities or to the
guarantee trustee for remittance to the holders or by causing the applicable
trust to make the payment to them.

Each guarantee is a guarantee from the time of issuance of the applicable
series of trust preferred securities. BUT THE GUARANTEES COVER DISTRIBUTIONS
AND OTHER PAYMENTS ON TRUST PREFERRED SECURITIES ONLY IF AND TO THE EXTENT THAT
CLECO HAS MADE CORRESPONDING PAYMENTS ON THE JUNIOR SUBORDINATED DEBT SECURITIES
TO THE APPLICABLE PROPERTY TRUSTEE. IF CLECO DOES NOT MAKE THOSE CORRESPONDING
PAYMENTS ON THE JUNIOR SUBORDINATED DEBT SECURITIES, THE TRUST WILL NOT HAVE
FUNDS AVAILABLE FOR PAYMENTS AND THAT TRUSTEE WILL NOT MAKE DISTRIBUTIONS ON THE
PREFERRED SECURITIES.

Cleco's obligations under the declaration of trust for each trust, the
guarantees, the junior subordinated debt securities and the associated indenture
taken together will provide a full and unconditional guarantee on a subordinated
basis of payments due on the trust preferred securities.

COVENANTS OF CLECO

In each guarantee, Cleco will agree that, as long as any preferred
securities issued by the applicable trust are outstanding, Cleco will not make
the payments and distributions described below if:

. it is in default on its guarantee payments or other payment obligations
under the related guarantee

. any event of default under the applicable declaration of trust has
occurred and is continuing or

. Cleco has elected to defer payments of interest on the related junior
subordinated debt securities by extending the interest payment period
and that deferral period is continuing

In these circumstances, Cleco will agree that it will not:

. declare or pay any dividends on its capital stock or redeem, purchase,
acquire or make a distribution or liquidation payment with respect to
its capital stock other than:

. dividends or distributions in its shares of capital stock or options,
warrants or rights to subscribe for or purchase shares of its common
stock

. transactions relating to a shareholders' rights plan

. as a result of a reclassification of its capital stock or the
exchange or conversion of one class or series of its capital stock
for another class or series of its capital stock

. the payment of accrued dividends and the purchase of fractional share
interests upon conversion or exchange of its capital stock

. purchases of its shares of common stock related to benefit plans,
dividend reinvestment plans or stock purchase plans

. make any payments on or repay, repurchase or redeem any Cleco debt
security that ranks equally with or junior to the junior subordinated
debt securities

. make any guarantee payments on any guarantee by Cleco of the debt
securities of any of its subsidiaries, other than a payment under a
guarantee related to a series of the trust preferred securities, if that
guarantee ranks equally with or junior to the junior subordinated debt
securities

In addition, as long as preferred securities issued by any trust are
outstanding, Cleco will agree that it will:

. remain the sole direct or indirect owner of all the outstanding common
securities of that trust, except as permitted by the applicable
declaration of trust

. permit the common securities of that trust to be transferred only as
permitted by the declaration of trust

. use reasonable efforts to cause that trust to continue to be treated as
a grantor trust for United States federal income tax purposes, except in
connection with a distribution of junior subordinated debt securities to
the holders of trust preferred securities as provided in the declaration
of trust, in which case the trust would be dissolved

AMENDMENTS AND ASSIGNMENT

Cleco and the guarantee trustee may amend each guarantee without the
consent of any holder of trust preferred securities if the amendment does not
adversely affect the rights of the holders in any material respect. In all other
cases, Cleco and the guarantee trustee may amend each guarantee only with the
prior approval of the holders of at least a

majority of outstanding preferred securities issued by the applicable trust. The
manner in which Cleco will obtain that approval will be described in the
prospectus supplement.

Cleco may assign its obligations under the guarantees only in connection
with a consolidation, merger or asset sale involving Cleco that is permitted
under the indenture governing the junior subordinated debt securities.

TERMINATION OF THE GUARANTEES

A guarantee will terminate upon:

. full payment of the redemption price of all preferred securities of the
applicable trust

. distribution of the related junior subordinated debt securities, or any
securities into which those debt securities are convertible, to the
holders of the preferred securities and common securities of that trust
in exchange for all the securities issued by that trust or

. full payment of the amounts payable upon liquidation of that trust

However, each guarantee will continue to be effective or will be reinstated
if any holder of trust preferred securities must repay any amounts paid on those
trust preferred securities or under the guarantee.

STATUS OF THE GUARANTEES

Cleco's obligation under each guarantee to make guarantee payments will be:

. unsecured

. subordinated and junior in right of payment to all other liabilities of
Cleco, except for liabilities that, by their terms, rank equally with or
subordinate to Cleco's obligations under a guarantee

. senior to all capital stock of Cleco, except for obligations under the
most senior preferred stock of Cleco, which will rank equally with
Cleco's obligations under a guarantee

Cleco's obligations under each guarantee will rank equally with obligations
under other guarantee agreements that Cleco may enter into from time to time if
both:

. the agreements are in substantially the form of the preferred securities
guarantee and provide for comparable guarantees by Cleco of payment on
preferred securities issued by other trusts or financing vehicles of
Cleco and

. the debt relating to those trust preferred securities is junior
subordinated, unsecured indebtedness of Cleco

Cleco's obligations under each guarantee will be effectively junior to all
debt and preferred stock of its subsidiaries. BY YOUR ACCEPTANCE OF THE TRUST
PREFERRED SECURITIES, YOU AGREE TO THE SUBORDINATION PROVISIONS AND OTHER TERMS
OF THE RELATED GUARANTEE.

Each guarantee will be deposited with the guarantee trustee to be held for
your benefit. The guarantee trustee will have the right to enforce the guarantee
on your behalf. In most cases, the holders of a majority of outstanding
preferred securities issued by the applicable trust will have the right to
direct the time, method and place of:

. conducting any proceeding for any remedy available to the applicable
guarantee trustee or

. exercising any trust or other power conferred upon that guarantee
trustee under the applicable guarantee

Each guarantee will constitute a guarantee of payment and not merely of
collection. This means that the guarantee trustee may institute a legal
proceeding directly against Cleco to enforce the payment rights under the
guarantee without first instituting a legal proceeding against any other person
or entity.

If the guarantee trustee fails to enforce the guarantee or Cleco fails to
make a guarantee payment, you may institute a legal proceeding directly against
Cleco to enforce your rights under that guarantee without first instituting a
legal proceeding against the applicable trust, the guarantee trustee or any
other person or entity.

PERIODIC REPORTS UNDER GUARANTEES

Cleco will be required to provide annually to the guarantee trustee a
statement as to its performance of its obligations and its compliance with all
conditions under the guarantees.

DUTIES OF GUARANTEE TRUSTEE

The guarantee trustee normally will perform only those duties specifically
set forth in the applicable guarantee. The guarantees do not contain any implied
covenants. If a default occurs on a guarantee, the guarantee trustee will be
required to use the same degree of care and skill in exercise of its powers
under the guarantee as a prudent person would use under the circumstances in the
conduct of his or her own affairs. The guarantee trustee will exercise any of
its rights or powers under the guarantee at the request or direction of holders
of the applicable series of trust preferred securities only if it is offered
security and indemnity satisfactory to it.

GOVERNING LAW

New York law will govern the guarantees.

DESCRIPTION OF THE JUNIOR SUBORDINATED DEBT SECURITIES

Cleco may issue to a trust from time to time one or more series of junior
subordinated debt securities under a junior subordinated indenture dated as of
February __, 2001 between it and Bank One Trust Company, N.A., as indenture
trustee. The indenture will be qualified under the Trust Indenture Act. The
indenture does not limit the amount of debt securities that Cleco may issue
under the indenture or the amount of additional debt that Cleco or any of its
subsidiaries may incur. Cleco will issue only one series of junior subordinated
debt securities to each trust.

We have summarized selected provisions of the indenture and the junior
subordinated debt securities below. This summary is not complete. For a complete
description, we encourage you to read the indenture, a form of which we have
filed with the SEC. Please read "Where You Can Find More Information."

RANKING

The junior subordinated debt securities will be the unsecured junior
subordinated obligations of Cleco. In any liquidation, reorganization or
insolvency proceeding involving Cleco, the rights of Cleco and its creditors,
including the holders of junior subordinated debt securities, will be
effectively junior to the claims of holders of any debt or preferred stock of
Cleco's subsidiaries. For a more detailed description of the subordination
provisions of the junior subordinated debt securities, please read "--
Subordination" below.

CERTAIN FACTORS RELATING TO CLECO'S DEBT SECURITIES

Cleco is a holding company and depends on its subsidiaries for funds.

Cleco is organized as a holding company that owns subsidiary companies. Its
subsidiary companies conduct substantially all of its business. The holding
company structure results in two principal risks:

. Cleco's subsidiaries may be restricted by contractual provisions or
applicable laws from providing it the cash that it needs to pay parent
company debt service obligations, including payments on the junior
subordinated debt securities

. in any liquidation, reorganization or insolvency proceeding involving
Cleco, your claim as a holder of trust preferred securities, which
represents in effect an interest in junior subordinated debt securities,
will be effectively junior to the claims of holders of any indebtedness
or preferred stock of Cleco's subsidiaries

The indenture does not significantly limit Cleco's ability to issue more debt.

The indenture relating to the junior subordinated debt securities does not
limit or restrict the amount of other indebtedness or securities that may be
issued by Cleco or its subsidiaries.

SUBSEQUENT DISTRIBUTION TO HOLDERS OF TRUST SECURITIES

If Cleco issues junior subordinated debt securities to a trust in
connection with the issuance of preferred and common securities by that trust,
those junior subordinated debt securities subsequently may be distributed to the
holders of the preferred and common securities either:

. upon the dissolution of the trust, which may be at Cleco's election, or

. upon the occurrence of events that we will describe in the prospectus
supplement

TERMS

The prospectus supplement will include specific terms relating to the
junior subordinated debt securities. These terms will include some or all of the
following:

. the designation of the securities

. the total principal amount of the securities

. the purchase price of and any premium on the securities

. the date or dates, if any, on which the principal of the securities will
be payable and the right to shorten, extend or defer the dates

. the interest rate, whether fixed or variable, or the method of
determining the interest rate, the date from which interest will accrue,
interest payment dates and record dates for interest payments

. any right to extend or defer the interest payment periods and the
duration of the extension

. whether interest payments will be cumulative and compounding and, if so,
the dates from which interest payments will be so cumulative or
compounded

. any provisions for redemption

. any provisions that would obligate Cleco to redeem or purchase the
securities

. any provisions for exchange, conversion or prepayment of the securities

. whether and under what circumstances Cleco will pay any additional
amounts on the securities and whether Cleco will have the option to
redeem the securities rather than pay the additional amounts

. whether payments on the securities will be made without deduction for
taxes, assessments or governmental charges

. the form of the securities

. any changes or additions to the events of default or covenants
described in this prospectus

. whether Cleco will issue the securities in the form of one or more
global securities and the identity of any depositary

. the places where you can receive any payments on the securities, present
the securities for registration of transfer or exchange and make any
notices and demands to Cleco concerning the securities

. the portion of the principal amount of the securities that will be
payable if the maturity is accelerated, if other than the entire
principal amount

. any additional means of defeasance of the securities, any additional
conditions or limitations to defeasance of the securities or any changes
to those conditions or limitations

. the identity of any paying agent

. any other terms of the securities

Unless we inform you otherwise in the prospectus supplement, Cleco will
issue the debt securities:

. in United States dollars

. in fully registered form

. without coupons

Holders of junior subordinated debt securities may present them for
exchange and transfer as described in the indenture and the prospectus
supplement. Cleco will not charge a service charge for any registration of
transfer or exchange of the debt securities. Cleco may, however, require the
payment of any tax or other governmental charge payable for that registration.

Cleco may sell the junior subordinated debt securities at a discount, which
may be substantial, below their stated principal amount. These junior
subordinated debt securities may bear no interest or interest at a rate that at
the time of issuance is below market rates. We will describe in the prospectus
supplement any material United States federal income tax consequences and other
special considerations.

SUBORDINATION

Payment of principal of, any premium and interest on the junior
subordinated debt securities generally will be subordinated and junior in right
of payment to the prior payment in full of all senior debt of Cleco.

The indenture generally provides that no payment of principal, any premium
or interest on the junior subordinated debt securities may be made if Cleco
fails to pay the principal, premium, interest or any other amounts on any senior
debt when due, whether at maturity or acceleration of maturity. This
restriction on payment will continue until the default has been cured or waived,
has ceased to exist or until Cleco has discharged or paid the senior debt in
full.

If the maturity of the junior subordinated debt securities is accelerated,
Cleco will make no payments on those debt securities until the holders of all
senior debt are paid all principal, premium and interest then due in full,
including any amounts due upon acceleration. If Cleco pays any amount or
distributes any assets to creditors in a liquidation, dissolution,
reorganization, bankruptcy or any similar proceeding, all senior debt (including
any senior debt securities issued to other trusts) will be paid before any
payment is made on the junior subordinated debt securities.

The subordination does not affect Cleco's obligation, which is absolute and
unconditional, to pay, when due, principal of, premium, if any, and interest on
the junior subordinated debt securities. In addition, the subordination does
not prevent the occurrence of any default under the indenture.

The indenture will not limit the amount of senior debt that Cleco may
incur. As a result of the subordination of the junior subordinated debt
securities, if Cleco were to become insolvent, holders of junior subordinated
debt securities may receive less on a proportionate basis than other creditors.
If the indenture trustee or holders of the junior subordinated debt securities
were to receive payments prohibited by the preceding paragraphs, such payments
would be required to be paid over to the holders of the senior debt.

Unless we inform you otherwise in the prospectus supplement, the term
"senior debt" means the principal of and any premium and interest on "debt" of
Cleco, but excludes any debt that:

. is without recourse

. states that it is subordinated to or ranks equally with the junior
subordinated debt securities

Unless we inform you otherwise in the prospectus supplement, the term
"debt" means:

. indebtedness for borrowed money

. obligations evidenced by bonds, debentures, notes or similar instruments

. obligations relating to letters of credit or similar instruments

. reimbursement obligations relating to letters of credit and similar
instruments described in the preceding item

. obligations to pay the deferred and unpaid purchase price of property or
services, except trade payables and accrued expenses incurred in the
ordinary course of business

. capitalized lease obligations

. debt of a third party secured by a lien on any asset of Cleco

. debt of others guaranteed by Cleco to the extent of the guarantee

. obligations for claims under derivative products

EVENTS OF DEFAULT

The following are events of default with respect to a series of junior
subordinated debt securities:

. failure to pay interest or any additional amounts on that series of
securities for 30 days, unless Cleco has validly extended the interest
payment period

. failure to pay principal of or any premium on that series of
securities when due

. failure to deposit any sinking fund or similar fund payment for 30 days

. failure to comply in any material respect with any other covenant or
agreement in the indenture for that series of securities (other than an
agreement or covenant that is included in the indenture solely for the
benefit of other series of junior subordinated debt securities) for 90
days after written notice by the indenture trustee or by the holders of
at least 25% in principal amount of the outstanding securities of that
series

. certain bankruptcy, insolvency or reorganization events

. any other event of default applicable to that series of securities

If an event of default for any series of junior subordinated debt
securities occurs and is continuing, the indenture trustee or the holders of at
least 25% in principal amount of the junior subordinated debt securities of the
series affected by the default may declare the principal of those securities to
be due and payable, unless the principal of all the junior subordinated debt
securities of that series has already become due and payable. The holders of a
majority in principal amount of the outstanding junior subordinated debt
securities of the series affected by the default may rescind the accelerated
payment requirement and waive the default if Cleco:

. has cured the default and

. has deposited with the indenture trustee an amount sufficient to pay all
matured installments of principal and any premium, except those caused
by the acceleration, and any interest and additional amounts

In most cases, holders of a majority in principal amount of the outstanding
junior subordinated debt securities of a series may direct the time, method and
place of:

. conducting any proceeding for any remedy available to the indenture
trustee or

. exercising any trust or power conferred on the indenture trustee with
respect to that series

The holders of a majority in principal amount of the outstanding junior
subordinated debt securities of a series may waive any past default with respect
to those securities. But those holders may waive any default in the payment of
principal, premium, interest or any additional amounts only if Cleco:

. has cured the default and

. has deposited with the indenture trustee an amount sufficient to pay all
matured installments of principal and any premium, except those caused
by acceleration, and any interest and additional amounts

Those holders may not waive any call for redemption of the junior subordinated
debt securities of that series.

The indenture requires Cleco to file annually with the indenture trustee a
certificate as to its compliance with the conditions and covenants contained in
the indenture.

An event of default under the indenture for a series of junior subordinated
debt securities will constitute an event of default under the declaration of
trust for the applicable series of preferred securities. A holder of trust
preferred securities may directly institute a proceeding against Cleco for
enforcement of payment to that holder of its pro rata share of principal,
premium, interest or any additional amounts if:

. an event of default under the applicable declaration of trust has
occurred and is continuing and

. that event of default is attributable to Cleco's failure to pay
principal, any premium, interest or additional amounts on the applicable
series of junior subordinated debt securities when due

In any such proceeding, Cleco will be entitled to the rights of the holder under
the applicable declaration of trust to the extent of any payment Cleco makes to
the holder in the proceeding. Except as described in the preceding sentences or
in the prospectus supplement, the holders of trust preferred securities will not
be able to exercise directly any other remedy available to the holders of the
debt securities.

MODIFICATION OF THE INDENTURE

Cleco and the indenture trustee may amend or supplement the indenture if
the holders of a majority in principal amount of the outstanding junior
subordinated debt securities of all series issued under that indenture and
affected by the amendment or supplement, acting as one class, consent to it.
But without the consent of the holder of each junior subordinated debt security
affected, no amendment or supplement may:

. extend the fixed maturity of the security

. reduce the principal amounts of the security

. reduce the rate of or extend the time for payment of interest on the
security

. reduce any premium payable on the redemption of the security

. reduce the amount of securities whose holders must consent to an
amendment, supplement or waiver

. change any obligation to pay additional amounts on any security

Cleco and the indenture trustee may amend or supplement the indenture
without the consent of any holders of junior subordinated debt securities:

. to provide for the assumption of Cleco's obligations under the indenture
by a successor upon any merger, consolidation or asset transfer

. to add covenants, restrictions, conditions, defaults or provisions for
the protection of the holders of the securities

. to cure any ambiguity or to correct or supplement any defect or
inconsistency

. to change any provision of the indenture effective after there are no
outstanding securities of any series entitled to the benefit of that
provision

. to provide for the issuance of junior subordinated debt securities in
coupon form

. to provide for the acceptance of a successor or another trustee

. to qualify or maintain the qualification of the indenture under the
Trust Indenture Act of 1939

. to establish the form or terms of a series of junior subordinated debt
securities

. to make any change that does not adversely affect the rights of any
holder of securities in any material respect

BOOK-ENTRY AND SETTLEMENT

Cleco may issue the junior subordinated debt securities of a series in the
form of one or more global debt securities that would be deposited with a
depositary or its nominee identified in the prospectus supplement. The
prospectus supplement will describe:

. any circumstances under which beneficial owners may exchange their
interests in a global debt security for certificated junior subordinated
debt securities of the same series with the same total principal amount
and the same terms

. the manner in which Cleco will pay principal of and any premium and
interest on a global debt security

. the terms of any depositary arrangement and the rights and limitations
of owners of beneficial interests in any global debt security

CONSOLIDATION, MERGER AND SALE

Cleco has agreed that it will consolidate with or merge into any entity or
transfer or dispose of all or substantially all of its assets to any entity only
if:

. Cleco is the continuing corporation, or

. if Cleco is not the continuing corporation, the successor is organized
and existing under the laws of any United States jurisdiction and
assumes all of Cleco's obligations under the indenture and the junior
subordinated debt securities, and

. in either case, immediately after giving effect to the transaction, no
default or event of default would occur and be continuing

DEFEASANCE AND DISCHARGE

When we use the term "defeasance," we mean discharge from the obligations
under the indenture. Cleco will be discharged from its obligations with respect
to the junior subordinated debt securities of a series if:

. Cleco deposits with the indenture trustee funds or government securities
sufficient to make payments on the junior subordinated debt securities
of that series on the dates those payments are due and payable

. the deposit will not result in a violation of or a default under any
instrument or agreement that binds Cleco

. no event or condition under the subordination provisions described above
prevents Cleco from making payments on the debt securities of that
series on the date of the deposit

. certain other conditions are satisfied

Unless we inform you otherwise in the prospectus supplement, Cleco also
will be required to deliver to the indenture trustee an opinion of counsel that
the deposit and related defeasance would not cause the holders of the debt
securities to recognize income, gain or loss for United States federal income
tax purposes.

In addition, the indenture will cease to be of further effect with respect
to junior subordinated debt securities of a series when either:

. Cleco has paid the principal of, any premium and interest on and any
additional amounts payable with respect to all the outstanding debt
securities of that series when due

. Cleco has delivered all outstanding debt securities of that series to
the indenture trustee for cancellation or

. both

. all outstanding debt securities of that series not delivered to the
indenture trustee for cancellation have become due and payable, will
become due and payable within one year or are to be called for
redemption within one year, and

. Cleco deposits with the indenture trustee funds or government
securities sufficient to make payments on the debt securities of that
series on the dates those payments are due and payable

For this provision to apply, Cleco also must pay all other sums payable by
it under the indenture.

If Cleco defeases a series of junior subordinated debt securities or if the
indenture ceases to be of further effect with respect to a series of junior
subordinated debt securities, the holders of those debt securities will not be
entitled to the benefits of the indenture, except for those benefits relating
to:

. Cleco's obligations:

. to register the transfer or exchange of debt securities

. to replace stolen, lost or mutilated debt securities

. to maintain paying agencies and hold funds for payment in trust

. if the debt securities are convertible into other securities, to
deliver those securities upon conversion

. the rights of the holders of debt securities to receive payments when
due (but not upon acceleration)

. the rights, obligations and duties of the trustee

. the rights of the holders of debt securities to payment from property
deposited with the trustee

GOVERNING LAW

New York law will govern the indenture and the junior subordinated debt
securities.

INFORMATION ABOUT THE INDENTURE TRUSTEE

Bank One Trust Company, N.A., will be the trustee under the indenture. Its
address is 100 East Broad Street, 8th Floor, OH1-0181, Columbus, Ohio, 43215.

If an event of default occurs and is continuing, the trustee will be
required to use the degree of care and skill of a prudent person in the conduct
of his or her own affairs. The trustee will become obligated to exercise any of
its powers under the indenture at the request of any of the holders of any
junior subordinated debt securities only after those holders have offered the
trustee indemnity reasonably satisfactory to it.

The indenture contains limitations on the right of the trustee, if the
trustee becomes one of Cleco's creditors, to obtain payment of claims or to
realize on certain property received for any such claim, as security or
otherwise. The trustee is permitted to engage in other transactions with Cleco.
But if the trustee acquires any conflicting interest, it must eliminate that
conflict or resign within 90 days after ascertaining that it has a conflicting
interest and after the occurrence of a default under the indenture, unless that
default has been cured, waived or otherwise eliminated within the 90-day period.

We and our subsidiaries maintain commercial banking and trust relationships
with the trustee and its affiliates. We expect that the trustee will act as
trustee under the indenture in connection with any offering by Cleco of its
subordinated debt securities. Please read "About This Prospectus."

ASSIGNMENT

Cleco may at any time assign any of its rights or obligations under the
indenture to an affiliate. However, Cleco will remain liable for all its
obligations. Cleco also may assign the indenture to a successor in a merger,
consolidation or asset sale involving Cleco that is permitted under the
indenture.

PLAN OF DISTRIBUTION

. the terms of the offering

. the names of any underwriters or agents

. the name or names of any managing underwriter or underwriters

. the purchase price of the securities from us

. the net proceeds to us from the sale of the securities

. any delayed delivery arrangements

. any underwriting discounts, commissions and other items constituting
underwriters' compensation

. any initial public offering price

. any discounts or concessions allowed or reallowed or paid to dealers

. any commissions paid to agents

SALE THROUGH UNDERWRITERS OR DEALERS

If we use underwriters in the sale, the underwriters will acquire the
securities for their own account. The underwriters may resell the securities
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Underwriters may offer securities to the public either
through underwriting syndicates represented by one or more managing underwriters
or directly by one or more firms acting as underwriters. Unless we inform you
otherwise in the prospectus supplement, the obligations of the underwriters to
purchase the securities will be subject to certain conditions, and the
underwriters will be obligated to purchase all the offered securities if they
purchase any of them. The underwriters may change from time to time any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers.

DIRECT SALES AND SALES THROUGH AGENTS

DELAYED DELIVERY CONTRACTS

If we so indicate in the prospectus supplement, we may authorize agents,
underwriters or dealers to solicit offers from certain types of institutions to
purchase securities from us at the public offering price under delayed delivery
contracts. These contracts would provide for payment and delivery on a specified
date in the future. The contracts would be subject only to those conditions
described in the prospectus supplement. The prospectus supplement will describe
the commission payable for solicitation of those contracts.

GENERAL INFORMATION

LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplement, certain
matters of Delaware law relating to the validity of the preferred securities,
the enforceability of the applicable declaration of trust and the formation of
the trusts will be passed upon by , special Delaware
counsel to the trusts and Cleco. The validity of the applicable preferred
securities guarantee and the junior subordinated debt securities offered hereby
will be passed upon for Cleco by Baker Botts L.L.P., Houston, Texas. Phelps
Dunbar, L.L.P., New Orleans, Louisiana, will pass on all matters of Louisiana
law in this connection. Any underwriters will be advised about other issues
relating to any offering by their own legal counsel.

EXPERTS

WHERE YOU CAN FIND MORE INFORMATION

You may also obtain a copy of our filings with the SEC, at no cost, by
writing or telephoning us at the following address:

Cleco Corporation
2030 Donahue Ferry Road
Pineville, Louisiana 71360-5226
Attention: Corporate Secretary
Telephone: (318) 484-7400

INFORMATION WE INCORPORATE BY REFERENCE

. our annual report on Form 10-K for the year ended December 31, 1999

. our quarterly reports on Form 10-Q for the quarterly periods ended
March 31, June 30 and September 30, 2000

. our current report on Form 8-K/A dated July 1, 1999 and filed with the
SEC on March 1, 2000

. our current report on Form 8-K dated May 18, 2000 and filed with the
SEC on May 24, 2000

. our current report on Form 8-K dated and filed with the SEC on
July 28, 2000

. the description of our common stock contained in Post-Effective
Amendment No. 1 to our registration statement on Form S-4, filed with
the SEC on June 30, 1999, as may be amended from time to time to update
that description

PART II

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

We estimate that expenses in connection with the offering described in this
registration statement will be as follows:

Securities and Exchange Commission registration fee........ $ 37,500**
Blue sky expenses.......................................... $ *
Attorneys' fees and expenses............................... $ *
Trustees' fees and expenses................................ $ *
Independent auditors' fees and expenses.................... $ *
Printing and engraving expenses............................ $ *
Rating agency fees......................................... $ *
Miscellaneous expenses..................................... $ *
------------
Total Expenses............................................. $ *
============
______________
* To be filed by amendment.
** Actual.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 83 of the Business Corporation Law of the State of Louisiana
("LBCL") provides that a corporation may indemnify any person against whom an
action, suit or proceeding is brought or threatened, by reason of the fact that
he is or was a director, officer, employee or agent of the corporation or was
serving at the request of the corporation as a director, officer, employee or
agent of another business, corporation, partnership or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In the case of actions by
or in the right of the corporation, the indemnity is limited to expenses,
including attorneys' fees and amounts paid in settlement not exceeding, in the
judgment of the board of directors, the estimated expense of litigating the
action to conclusion, actually and reasonably incurred in connection with a
defense or settlement; provided that no indemnity may be made in respect of any
matter in which the person shall have been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable for
willful or intentional misconduct in performance of his duty to the corporation
unless and only to the extent that the court determines upon application that
such person is fairly and reasonably entitled to such indemnity. To the extent
a person has been successful on the merits or otherwise in defense of any
action, the statute provides that he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith. Section 83
also provides for, among other things, procedures for indemnification;
advancement of expenses; nonexclusivity of the provisions of Section 83 with
respect to indemnification and advancement of expenses; and insurance, including
self-insurance, with respect to liabilities incurred by directors, officers and
others.

Article IV of our Bylaws provides that we shall indemnify any person who
was or is, or is threatened to be made, a party to or otherwise involved in any
pending or completed action, suit, arbitration, alternate dispute resolution
mechanism, investigation, administrative hearing or other proceeding, whether
civil, criminal, administrative or investigative (we refer to any such
threatened, pending or completed proceeding as a "Proceeding") by reason of the
fact that he is or was one of our directors, officers, employees or agents or is
or was serving at our request as a director, officer, employee or agent of
another business, foreign or nonprofit corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise (whether the basis of his
involvement in such Proceeding is alleged action in an official capacity or in
any other capacity while serving as such), to the fullest extent permitted by
applicable law, from and against expenses, including attorney's fees, judgments,
fines, amounts paid or to be paid in settlement, liability and loss, ERISA
excise taxes, actually and reasonably incurred by him or on his behalf or
suffered in connection with such Proceeding or any claim, issue or matter
therein; provided, however, that, subject to certain exceptions set forth
therein, we shall indemnify any such person claiming indemnity in connection
with a Proceeding initiated by such person only if such Proceeding was
authorized by the board of directors.

II-1

The Bylaws further provide that:

. we will from time to time pay, in advance of final disposition, all
Expenses (as defined therein) incurred by or on behalf of any person
claiming indemnity thereunder in respect of any Proceeding;

. the right to indemnification provided therein is a contract right and no
amendment, alteration or repeal of the Bylaws will restrict the
indemnification rights granted by the Bylaws as to any person claiming
indemnification with respect to acts, events and circumstances that
occurred, in whole or in part, before such amendment, alteration or
repeal;

. any such indemnification may continue as to any person who has ceased to
be a director, officer, employee or agent and may inure to the benefit
of the heirs, executors and legal representative of such person; and

. the rights to indemnification and to receive advancement of Expenses
contemplated by Article IV of the Bylaws are not exclusive of any other
rights to which any person may at any time be otherwise entitled,
provided that such other indemnification may not apply to a person's
willful or intentional misconduct.

The Bylaws also set forth certain procedural and evidentiary standards
applicable to the enforcement of a claim thereunder.

The Bylaws also provide that we:

. may procure or maintain insurance or other similar arrangement, at our
expense, to protect ourselves and any director, officer, employee or
agent of ours or any other corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss
asserted against or incurred by such person, whether or not we would
have the power to indemnify such person against such expense or
liability; and

. shall indemnify our officers and directors to the extent they are not
covered by the insurance, whether or not such persons would otherwise be
entitled to indemnification under the Bylaws, as provided in policies
covering liabilities up to $85 million incurred by directors and
officers in their capacities as such, and have fiduciary and employee
benefit liability insurance policies covering liabilities up to $65
million incurred by our directors, officers and certain other employees
in connection with the administration of our employee benefit plans.

Section 24(C)(4) of the LBCL provides that a corporation may eliminate or
limit the liability of a director or officer to the corporation or its
shareholders for monetary damages for breach of fiduciary duty, except for
liability:

. for any breach of the director's or officer's duty of loyalty to the
corporation or its shareholders;

. for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;

. under Section 92(D) of the LBCL relating to unlawful dividends and other
unlawful distributions, payments or returns of assets; and

. for any transaction from which the director or officer derived an
improper personal benefit.

Our Articles of Incorporation include a provision consistent with Section
24(C)(4) of the LBCL. Such provision further provides that

. if the LBCL is subsequently amended to authorize action further
eliminating or limiting a director's or officer's liability, such
liability will be eliminated or limited to the fullest extent permitted
by such law, as so amended, and

. if such provision limiting or eliminating liability is repealed or
modified, the right or protection of a director or officer of the
Company existing at the time of such repeal or modification will not be
affected thereby.

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ITEM 16. EXHIBITS.

See Index to Exhibits at page II-9.

ITEM 17. UNDERTAKINGS.

The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement

(i) To include any prospectus required by Section 10(a) (3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that the registrants need not file a post-effective amendment
to include the information required to be included by subsection (i) or (ii)
above if such information is contained in periodic reports filed by the
registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof, and

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrants' annual reports pursuant to Section 13 (a) or Section 15 (d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrants pursuant to the provisions described under Item 15
above, or otherwise, the registrants have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrants will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

The undersigned registrants hereby undertake that

(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act
shall be deemed to be part of this registration statement as of the
time it was declared effective.

II-3

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pineville, State of Louisiana, on February 14, 2001.

CLECO CORPORATION
(Registrant)

By: /s/ DAVID M. EPPLER
---------------------------------------------
David M. Eppler
President, Chief Executive Officer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas J. Howlin, Kathleen F. Nolen and
Michael P. Prudhomme, and each of them severally, his or her true and lawful
attorney or attorneys-in-fact and agent or agents, with full 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 any and all capacities, any or
all amendments (including pre-effective and post-effective amendments) to this
Registration Statement and any registration statement for the same offering
filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents and each of them full power and authority, to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, each and every act and thing necessary or desirable to be done in
and about the premises, to all intents and purposes and as fully as they might
or could do in person, hereby ratifying, approving and confirming all that said
attorneys-in-fact and agents or their substitutes may lawfully do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ DAVID M. EPPLER President, Chief Executive Officer and February 14, 2001
- ------------------------------------------------- Director (Principal Executive
(David M. Eppler) Officer)

/s/ THOMAS J. HOWLIN Senior Vice President -- Financial February 14, 2001
- ------------------------------------------------- Services and Chief Financial Officer
(Thomas J. Howlin) (Principal Financial Officer)

/s/ R. RUSSELL DAVIS Vice President and Controller (Principal February 14, 2001
- ------------------------------------------------- Accounting Officer)
(R. Russell Davis)

II-5

SIGNATURE TITLE DATE
--------- ----- ----

/s/ SHERIAN G. CADORIA Director January 26, 2001
- -------------------------------------------------
(Sherian G. Cadoria)

/s/ RICHARD B. CROWELL Director January 26, 2001
- -------------------------------------------------
(Richard B. Crowell)

/s/ J. PATRICK GARRETT Director February 14, 2001
- -------------------------------------------------
(J. Patrick Garrett)

/s/ F. BEN JAMES, JR. Director January 26, 2001
- -------------------------------------------------
(F. Ben James, Jr.)

/s/ ELTON R. KING Director January 26, 2001
- -------------------------------------------------
(Elton R. King)

/s/ A. DELOACH MARTIN, JR. Director February 14, 2001
- -------------------------------------------------
(A. DeLoach Martin, Jr.)

/s/ ROBERT T. RATCLIFF Director January 26, 2001
- -------------------------------------------------
(Robert T. Ratcliff)

/s/ EDWARD M. SIMMONS Director January 26, 2001
- -------------------------------------------------
(Edward M. Simmons)

/s/ WILLIAM H. WALKER, JR. Director January 26, 2001
- -------------------------------------------------
(William H. Walker, Jr.)

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Cleco Trust I
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pineville, State of Louisiana, on
February 14, 2001.

CLECO TRUST I

By: CLECO CORPORATION,
as Sponsor

By: /s/ THOMAS J. HOWLIN
--------------------------------------
Thomas J. Howlin
Senior Vice President -- Financial
Services and Chief Financial Officer

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Cleco Trust II
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pineville, State of Louisiana, on
February 14, 2001.

CLECO TRUST II

By: CLECO CORPORATION,
as Sponsor

By: /s/ THOMAS J. HOWLIN
--------------------------------------
Thomas J. Howlin
Senior Vice President -- Financial
Services and Chief Financial Officer

II-8

INDEX TO EXHIBITS

REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NUMBER DOCUMENT DESCRIPTION STATEMENT NUMBER REFERENCE
- ------------ -------------------- -------------------- ----------------- ------------

1.1* Form of Underwriting Agreement
4.1* Form of Junior Subordinated Indenture (the "Junior
Subordinated Indenture") between the Company and Bank One
Trust Company, N.A., as Trustee
4.2.1 Declaration of Trust of Cleco Trust I
4.2.2 Declaration of Trust of Cleco Trust II
4.3* Form of Amended and Restated Declaration of Trust
4.4.1 Certificate of Trust of Cleco Trust I
4.4.2 Certificate of Trust of Cleco Trust II
4.5* Form of Preferred Security (included in Exhibit 4.3)
4.6* Form of Supplemental Indenture to the Junior Subordinated
Indenture
4.7* Form of Junior Subordinated Debt Security (included in
Exhibit 4.6)
4.8* Form of Preferred Securities Guarantee
4.9** Amended and Restated Articles of Incorporation of the S-4 (6/30/99) 333-71643-01 A
Company (restated as of July 1, 1999)
4.10 Bylaws of the Company (revised effective July 28, 2000)
4.11** Rights Agreement between the Company and Equiserve Trust 8-K (7/28/2000) 1-15759 c(1)
Company, Rights Agent, dated as of July 28, 2000
5.1* Opinion of Baker Botts L.L.P.
5.2.1* Opinion of special Delaware counsel relating to Cleco
Trust I
5.2.2* Opinion of special Delaware counsel relating to Cleco
Trust II
8* Opinion of Counsel to the Company as to certain tax
matters
12.1** Statement Regarding Computation of Ratios for the 10-K (3/30/2000) 1-15759 12
twelve-month periods ended December 31, 1999, 1998, 1997,
1996 and 1995
12.2 Statement Regarding Computation of Ratios for the
nine-month periods ended September 30, 2000 and 1999
23.1 Consent of PricewaterhouseCoopers LLP
23.2* Consent of Baker Botts L.L.P. (included in Exhibit 5.1)
23.3* Consent of special Delaware counsel (included in Exhibits
5.2.1 and 5.2.2)
25.1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), of Bank One
Trust Company, N.A., as the Trustee under the Junior
Subordinated Indenture and as Guarantee Trustee relating
to Cleco Trust I and Cleco Trust II
25.2 Statement of Eligibility under the Trust Indenture Act of
Bank One Trust Company, N.A., as Property Trustee,
relating to Cleco Trust I
25.3 Statement of Eligibility under the Trust Indenture Act of

II-9

Bank One Trust Company, N.A., as Property Trustee,
relating to Cleco Trust II

- -------------------------------
*To be filed by amendment or by a report on Form 8-K pursuant to Regulation S-K,
Item 601(b).

**Incorporated herein by reference as indicated.

II-10