As filed with the Securities and Exchange Commission on May 6, 2005

Registration No. 333-                   

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CLECO CORPORATION

CLECO CORPORATION
2000 LONG-TERM INCENTIVE COMPENSATION PLAN
(Full title of the plan)

R. O’Neal Chadwick, Jr.
Senior Vice President and General Counsel
2030 Donahue Ferry Road
Pineville, Louisiana 71360-5226
(Name and address of agent for service)

Telephone number, including area code, of agent for service: (318) 484-7400

copy to:
 
Timothy S. Taylor
Baker Botts L.L.P.
One Shell Plaza
910 Louisiana Street
Houston, Texas 77002
(713) 229-1234

CALCULATION OF REGISTRATION FEE

(1) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee and based upon the average of the high and low sales price per share of Common Stock (“Common Stock”) of Cleco Corporation (the “Company”) reported on the New York Stock Exchange on May 2, 2005.

(2) 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.

REGISTRATION OF ADDITIONAL SECURITIES

     This Registration Statement is being filed pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended, to register an additional 1,600,000 shares of Common Stock issuable pursuant to the Cleco Corporation 2000 Long-Term Incentive Compensation Plan (the “LTIP”). The Board of Directors of the Company recommended for approval and, on May 5, 2005, the shareholders of the Company approved Amendment No. 3 to the LTIP which, among other things, increased the aggregate number of shares of Common Stock reserved for issuance under the LTIP from 1,600,000 to 3,200,000. As of April 30, 2005 (and prior to shareholder approval of Amendment No. 3 to the LTIP), 437,226 shares of Common Stock remained available for grant such that upon approval of the amendment approximately 2,037,226 shares of Common Stock will be available for future grants under the LTIP. The contents of the Registration Statement on Form S-8 (No. 333-59692) relating to the LTIP are incorporated by reference into this Registration Statement.

Table of Contents

PART II

Item 8. Exhibits.

     The following documents are filed as a part of this Registration Statement or incorporated herein by reference:

2

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-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, the State of Louisiana, on May 6, 2005.

3

POWER OF ATTORNEY

     Each person whose signature appears below appoints Kathleen F. Nolen and R. O’Neal Chadwick, Jr., and each of them, each of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority 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 or she 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 hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 6th day of May, 2005.

4

INDEX TO EXHIBITS

5