<PAGE>

    As filed with the Securities and Exchange Commission on April __, 2001
                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               CLECO CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

               Louisiana                          72-1445282
           (State or Other                     (I.R.S. Employer
    Jurisdiction of Incorporation             Identification No.)
           or Organization)

             2030 DONAHUE FERRY ROAD            71360-5226
               PINEVILLE, LOUISIANA             (Zip Code)
    (Address of Principal Executive Offices)

                               CLECO CORPORATION
                   2000 LONG-TERM INCENTIVE COMPENSATION PLAN
                            (Full Title of the Plan)

                            R. O'NEAL CHADWICK, JR.
                            MANAGER, LEGAL SERVICES
                               CLECO CORPORATION
                            2030 Donahue Ferry Road
                        PINEVILLE, LOUISIANA  71360-5226
                    (Name and Address of Agent for Service)

                                  318-484-7400
         (Telephone Number, Including Area Code, of Agent For Service)


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                                    PROPOSED              PROPOSED
                                                                     MAXIMUM              MAXIMUM
                                               AMOUNT               OFFERING             AGGREGATE
         TITLE OF SECURITIES                   TO BE                PRICE PER             OFFERING              AMOUNT OF
          TO BE REGISTERED                 REGISTERED(1)            SHARE(2)              PRICE(2)           REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                    <C>                   <C>                  <C>
Common Stock, par value $2.00 per share       800,000                $44.41             $35,528,000               $8,882
==============================================================================================================================
</TABLE>

(1) This Registration Statement shall also cover any additional shares of
    common stock which become issuable under the 2000 Long-Term Incentive
    Compensation Plan by reason of any stock dividend or stock split or as the
    result of other anti-dilution provisions in the Plan, pursuant to Rule 416
    of the Securities Act of 1933, as amended (the "Securities Act").

(2) Estimated solely for purposes of calculating the amount of the registration
    fee, pursuant to Rule 457(c) and (h) of the Securities Act and based upon
    the average of the high and low sales prices reported on the New York Stock
    Exchange consolidated reporting system on April 23, 2001.
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

* ITEM 1.  PLAN INFORMATION.

* ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

  * The information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

  The following documents have been filed by Cleco Corporation (the "Company")
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and are hereby
incorporated by this reference:

     (1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000;

     (2) The Company's Current Report on Form 8-K filed with the Commission on
April 3, 2001;

     (3) The description of the Company's common stock, par value $2.00 per
share, is contained in the Post-Effective Amendment No. 1 to Registration
Statement on Form S-4 (Registration Statement No. 333-71643-01), filed with the
Commission on June 30, 1999, under the captions "Proposed Number 1 - The Holding
Company Proposal - Dividends for Holding Company Shareholders," "Holding Company
Capital Stock" and "Authorized Shares," and including any other amendments or
reports filed for the purpose of updating such description; and

     (4) The description of the rights associated with the Company's common
stock contained in the Registration Statement on Form 8-A (Registration
Statement No. 001-15759), filed with the Commission on August 8, 2000, and
including any other amendments or reports filed for the purpose of updating such
description.

  In addition, all documents filed with the Commission by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing by the Company of a post-effective amendment which indicates that all
securities offered hereby have been sold, or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by

                                      II-1
<PAGE>

reference in this Registration Statement and to be a part hereof from the date
of filing such documents.

ITEM 4.    DESCRIPTION OF SECURITIES.

  Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

  Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

  Section 83 of the Business Corporation Law of the State of Louisiana (the
"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 had been successful on the merits or otherwise in defense of any
action, the statue 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; non-exclusivity 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 the Bylaws of the Company provides that the Company 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 (the
Company refers to any such threatened, pending or completed proceeding as a
"Proceeding") by reason of the fact that he is or was one of the Company's
directors, officers, employees or agents or is or was serving at the request of
the Company as a director, officer, employee or agent of another business,
foreign or nonprofit corporation, partnership, joint

                                      II-2
<PAGE>

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 attorneys' 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, the Company 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.

  The Bylaws further provide that (i) the Company shall 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, (ii) the right to indemnification provided therein is a contract
right and no amendment, alteration or repeal of the Bylaws shall 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, (iii) 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 (iv) the right of 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 the Company (i) may procure or maintain insurance
or other similar arrangement, at its expense, to protect itself and any
director, officer, employee or agent of the Company 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
the Company would have the power to indemnify such person against such expenses
or liability and (ii) shall indemnify officers and directors of the Company 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 has fiduciary and employee benefit
liability insurance policies covering liabilities up to $65 million incurred by
directors, officers and certain other employees of the Company in connection
with the administration of the Company's 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 (i) for any breach of the director's or officer's duty of loyalty to
the corporation or its shareholders, (ii) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law,
(iii) under Section 92(D) of the LBCL relating to unlawful dividends and other
unlawful distributions, payments or returns of assets and (iv) for any
transaction from which the director or officer derived an improper personal
benefit.  The Company's Articles of Incorporation include a provision consistent
with

                                      II-3
<PAGE>

Section 24(C)(4) of the LBCL. Such provision further provides that (a) 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 (b) 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.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

  Not applicable.

ITEM 8.    EXHIBITS.

  See Exhibit Index.

ITEM 9.    UNDERTAKINGS.

  (a) The undersigned registrant hereby undertakes:

  (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;

       (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.

  (2) That, for the purpose of determining any liability under the Securities
Act, 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.

                                      II-4
<PAGE>

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

  (4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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.

  (5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act 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 registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-5
<PAGE>

                                   SIGNATURES

THE REGISTRANT.

  Pursuant to the requirements of the Securities Act, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 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 this 26th day of January, 2001.

                                          CLECO CORPORATION


                                          By:  /s/ Michael P. Prudhomme
                                               --------------------------
                                               Michael P. Prudhomme
                                               Corporate Secretary

  Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on January 26, 2001.

Signature                               Title
---------                               -----

/s/ David M. Eppler            President and Chief
-------------------            (Principal Executive Officer)
Executive Officer
David M. Eppler


/s/ Thomas J. Howlin           Senior Vice President - Finance
--------------------           and Chief Financial Officer
Thomas J. Howlin               (Principal Financial Officer)


/s/ R. Russell Davis           Vice President and Controller
--------------------           (Principal Accounting Officer)
R. Russell Davis

                                      II-6
<PAGE>

                               POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Thomas J. Howlin and Michael P.
Prudhomme, and each of them severally, each of whom may act without joinder of
the other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign the 2000 Long-Term Incentive Compensation Plan
Registration Statement and all documents in connection therewith and all
instruments necessary, appropriate or advisable to enable the Company to comply
with the Securities Act of 1993 and other federal and state securities laws, in
connection with the 2000 Long-Term Incentive Compensation Plan, and to file any
such documents or instruments with the Commission, and to do and perform each
and every act and thing requisite and necessary to be done, as fully and for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them or their
substitutes may lawfully do or cause to be done by virtue hereon.

  Pursuant to the requirements of the Securities Act of 1993, as amended, 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         January 26, 2001
---------------------        Officer and Director
David M. Eppler


/s/ Thomas J. Howlin        Senior Vice President - Finance    January 26, 2001
---------------------        and Chief Financial Officer
Thomas J. Howlin             (Principal Financial Officer)


/s/ R. Russell Davis        Vice President and Controller      January 26, 2001
--------------------         (Principal Accounting Officer)
R. Russell Davis


/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

                                      II-7
<PAGE>

/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-8
<PAGE>

                                 EXHIBIT INDEX

     EXHIBIT
     NUMBER     DOCUMENT DESCRIPTION

     *3.1      Amended and Restated Articles of Incorporation of the Company
               (restated as of July 1, 1999) (filed as Exhibit A to the Proxy
               Statement and Prospectus included in the Registration Statement
               on Form S-4 filed on February 2, 1999, as amended, and
               incorporated herein by reference, Commission File No. 333-71643-
               01).

     *3.2      By-laws of the Company (revised effective July 28, 2000) (filed
               as Exhibit 4.10 to the Company's Registration Statement on
               Form S-3 filed on February 14, 2001, as amended, and incorporated
               herein by reference, Commission File No. 333-55656).

     4.3       Cleco Corporation 2000 Long-Term Incentive Compensation Plan.

     5         Opinion of Phelps Dunbar LLP.

     23.1      Consent of PricewaterhouseCoopers LLP.

     23.2      Consent of Phelps Dunbar LLP (included in Exhibit 5).

     24        Powers of Attorney (included as part of the Signature Page
               attached hereto).

     * Incorporated herein by reference as indicated.

                                      II-9
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "2000 LONG-TERM INCENTIVE COMPENSATION PLAN", "secsgml_size_bytes": 23144}]
{"company-data": {"conformed-name": "CLECO CORP", "cik": "0001089819", "assigned-sic": "4911", "irs-number": "721445282", "state-of-incorporation": "LA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59692", "film-number": "1613361"}, "business-address": {"street1": "PO BOX 5000", "city": "PINEVILLE", "state": "LA", "zip": "71361-5000", "phone": "3184847400"}, "mail-address": {"street1": "PO BOX 5000", "city": "PINEVILLE", "state": "LA", "zip": "71361-5000"}, "former-company": {"former-conformed-name": "CLECO HOLDING CORP", "date-changed": "19990630"}}
As filed with the Securities and Exchange Commission on April __, 2001
                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               CLECO CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

               Louisiana                          72-1445282
           (State or Other                     (I.R.S. Employer
    Jurisdiction of Incorporation             Identification No.)
           or Organization)

             2030 DONAHUE FERRY ROAD            71360-5226
               PINEVILLE, LOUISIANA             (Zip Code)
    (Address of Principal Executive Offices)

                               CLECO CORPORATION
                   2000 LONG-TERM INCENTIVE COMPENSATION PLAN
                            (Full Title of the Plan)

                            R. O'NEAL CHADWICK, JR.
                            MANAGER, LEGAL SERVICES
                               CLECO CORPORATION
                            2030 Donahue Ferry Road
                        PINEVILLE, LOUISIANA  71360-5226
                    (Name and Address of Agent for Service)

                                  318-484-7400
         (Telephone Number, Including Area Code, of Agent For Service)

                        CALCULATION OF REGISTRATION FEE
PROPOSED              PROPOSED
                                                                     MAXIMUM              MAXIMUM
                                               AMOUNT               OFFERING             AGGREGATE
         TITLE OF SECURITIES                   TO BE                PRICE PER             OFFERING              AMOUNT OF
          TO BE REGISTERED                 REGISTERED(1)            SHARE(2)              PRICE(2)           REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $2.00 per share       800,000                $44.41             $35,528,000               $8,882
==============================================================================================================================
(1) This Registration Statement shall also cover any additional shares of
    common stock which become issuable under the 2000 Long-Term Incentive
    Compensation Plan by reason of any stock dividend or stock split or as the
    result of other anti-dilution provisions in the Plan, pursuant to Rule 416
    of the Securities Act of 1933, as amended (the "Securities Act").

(2) Estimated solely for purposes of calculating the amount of the registration
    fee, pursuant to Rule 457(c) and (h) of the Securities Act and based upon
    the average of the high and low sales prices reported on the New York Stock
    Exchange consolidated reporting system on April 23, 2001.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

* ITEM 1.  PLAN INFORMATION.

* ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

  * The information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

  The following documents have been filed by Cleco Corporation (the "Company")
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and are hereby
incorporated by this reference:

     (1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000;

     (2) The Company's Current Report on Form 8-K filed with the Commission on
April 3, 2001;

     (3) The description of the Company's common stock, par value $2.00 per
share, is contained in the Post-Effective Amendment No. 1 to Registration
Statement on Form S-4 (Registration Statement No. 333-71643-01), filed with the
Commission on June 30, 1999, under the captions "Proposed Number 1 - The Holding
Company Proposal - Dividends for Holding Company Shareholders," "Holding Company
Capital Stock" and "Authorized Shares," and including any other amendments or
reports filed for the purpose of updating such description; and

     (4) The description of the rights associated with the Company's common
stock contained in the Registration Statement on Form 8-A (Registration
Statement No. 001-15759), filed with the Commission on August 8, 2000, and
including any other amendments or reports filed for the purpose of updating such
description.

  In addition, all documents filed with the Commission by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing by the Company of a post-effective amendment which indicates that all
securities offered hereby have been sold, or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by

                                      II-1
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.

ITEM 4.    DESCRIPTION OF SECURITIES.

  Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

  Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

  Section 83 of the Business Corporation Law of the State of Louisiana (the
"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 had been successful on the merits or otherwise in defense of any
action, the statue 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; non-exclusivity 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 the Bylaws of the Company provides that the Company 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 (the
Company refers to any such threatened, pending or completed proceeding as a
"Proceeding") by reason of the fact that he is or was one of the Company's
directors, officers, employees or agents or is or was serving at the request of
the Company as a director, officer, employee or agent of another business,
foreign or nonprofit corporation, partnership, joint

                                      II-2
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 attorneys' 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, the Company 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.

  The Bylaws further provide that (i) the Company shall 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, (ii) the right to indemnification provided therein is a contract
right and no amendment, alteration or repeal of the Bylaws shall 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, (iii) 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 (iv) the right of 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 the Company (i) may procure or maintain insurance
or other similar arrangement, at its expense, to protect itself and any
director, officer, employee or agent of the Company 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
the Company would have the power to indemnify such person against such expenses
or liability and (ii) shall indemnify officers and directors of the Company 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 has fiduciary and employee benefit
liability insurance policies covering liabilities up to $65 million incurred by
directors, officers and certain other employees of the Company in connection
with the administration of the Company's 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 (i) for any breach of the director's or officer's duty of loyalty to
the corporation or its shareholders, (ii) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law,
(iii) under Section 92(D) of the LBCL relating to unlawful dividends and other
unlawful distributions, payments or returns of assets and (iv) for any
transaction from which the director or officer derived an improper personal
benefit.  The Company's Articles of Incorporation include a provision consistent
with

                                      II-3
Section 24(C)(4) of the LBCL. Such provision further provides that (a) 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 (b) 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.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

  Not applicable.

ITEM 8.    EXHIBITS.

  See Exhibit Index.

ITEM 9.    UNDERTAKINGS.

  (a) The undersigned registrant hereby undertakes:

  (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;

       (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.

  (2) That, for the purpose of determining any liability under the Securities
Act, 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.

                                      II-4
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered that remain unsold at the termination of the
offering.

  (4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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.

  (5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act 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 registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-5
SIGNATURES

THE REGISTRANT.

  Pursuant to the requirements of the Securities Act, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 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 this 26th day of January, 2001.

                                          CLECO CORPORATION

                                          By:  /s/ Michael P. Prudhomme
                                               --------------------------
                                               Michael P. Prudhomme
                                               Corporate Secretary

  Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on January 26, 2001.

Signature                               Title
---------                               -----

/s/ David M. Eppler            President and Chief
-------------------            (Principal Executive Officer)
Executive Officer
David M. Eppler

/s/ Thomas J. Howlin           Senior Vice President - Finance
--------------------           and Chief Financial Officer
Thomas J. Howlin               (Principal Financial Officer)

/s/ R. Russell Davis           Vice President and Controller
--------------------           (Principal Accounting Officer)
R. Russell Davis

                                      II-6
POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Thomas J. Howlin and Michael P.
Prudhomme, and each of them severally, each of whom may act without joinder of
the other, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign the 2000 Long-Term Incentive Compensation Plan
Registration Statement and all documents in connection therewith and all
instruments necessary, appropriate or advisable to enable the Company to comply
with the Securities Act of 1993 and other federal and state securities laws, in
connection with the 2000 Long-Term Incentive Compensation Plan, and to file any
such documents or instruments with the Commission, and to do and perform each
and every act and thing requisite and necessary to be done, as fully and for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them or their
substitutes may lawfully do or cause to be done by virtue hereon.

  Pursuant to the requirements of the Securities Act of 1993, as amended, 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         January 26, 2001
---------------------        Officer and Director
David M. Eppler

/s/ Thomas J. Howlin        Senior Vice President - Finance    January 26, 2001
---------------------        and Chief Financial Officer
Thomas J. Howlin             (Principal Financial Officer)

/s/ R. Russell Davis        Vice President and Controller      January 26, 2001
--------------------         (Principal Accounting Officer)
R. Russell Davis

/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

                                      II-7
/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-8
EXHIBIT INDEX

     EXHIBIT
     NUMBER     DOCUMENT DESCRIPTION

     *3.1      Amended and Restated Articles of Incorporation of the Company
               (restated as of July 1, 1999) (filed as Exhibit A to the Proxy
               Statement and Prospectus included in the Registration Statement
               on Form S-4 filed on February 2, 1999, as amended, and
               incorporated herein by reference, Commission File No. 333-71643-
               01).

     *3.2      By-laws of the Company (revised effective July 28, 2000) (filed
               as Exhibit 4.10 to the Company's Registration Statement on
               Form S-3 filed on February 14, 2001, as amended, and incorporated
               herein by reference, Commission File No. 333-55656).

     4.3       Cleco Corporation 2000 Long-Term Incentive Compensation Plan.

     5         Opinion of Phelps Dunbar LLP.

     23.1      Consent of PricewaterhouseCoopers LLP.

     23.2      Consent of Phelps Dunbar LLP (included in Exhibit 5).

     24        Powers of Attorney (included as part of the Signature Page
               attached hereto).

     * Incorporated herein by reference as indicated.

                                      II-9