---



|                                           |                                                                                    |                                                                                                                                              |                      |                                                 |                      |           
|------------------------------------------ | ---------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------- | -------------------- | ----------------------------------------------- | -------------------- | ----------
|                                           |                                                                                    |                                                                                                                                              |                      | EXHIBIT 11                                     
|CLECO CORPORATION                         
|COMPUTATION OF NET INCOME PER COMMON SHARE
|(UNAUDITED)                               
|                                           |                                                                                    |                                                                                                                                              |                      | For the three months ended March 31,           
|                                           |                                                                                    |                                                                                                                                              |                      | 2003                                            |                      | 2002      
|                                           |                                                                                    |                                                                                                                                              |                      | (Thousands, except share and
per share amounts)
|Basic                                      |                                                                                    |                                                                                                                                              |                      |                                                
|                                           | Net income before preferred dividend requirements                                  |                                                                                                                                              | $           17,813   |                                                 | $            14,053 
|                                           | Preferred dividend requirements, net                                               |                                                                                                                                              | (477)                |                                                 | (472)               
|                                           |                                                                                    |                                                                                                                                              |                      |                                                 |                      |           
|                                           | Net income applicable to common stock                                              |                                                                                                                                              | 17,336               |                                                 | 13,581              
|                                           |                                                                                    |                                                                                                                                              |                      |                                                 |                      |           
|                                           | Total basic net income applicable to common stock                                  |                                                                                                                                              | 17,336               |                                                 | 13,581              
|                                           | Total basic net income per common share                                            |                                                                                                                                              | $0.37                |                                                 | $0.30               
|                                           |                                                                                    |                                                                                                                                              |                      |                                                 |                      |           
|                                           | Weighted average number of shares of common stock
     outstanding during the year |                                                                                                                                              | 47,068,584           |                                                 | 44,973,466          
|                                           |                                                                                    |                                                                                                                                              |                      |                                                 |                      |           
|Diluted                                    |                                                                                    |                                                                                                                                              |                      |                                                
|                                           | Net income applicable to common stock                                              |                                                                                                                                              | $17,336              |                                                 | $13,581             
|                                           | Adjustments to net income related to Employee Stock                                |                                                                                                                                              |                      |                                                 |                     
|                                           |                                                                                    | Ownership Plan (ESOP) under the "if-converted" method:                                                                                       |                      |                                                 |                      |           
|                                           | Add:  Loss of deduction for actual dividends paid                                  |                                                                                                                                              |                      |                                                 |                     
|                                           |                                                                                    | on convertible preferred stock, net of tax                                                                                                   |                      | 319                                             |                      | 328       
|                                           | Deduct:  Tax benefit lost on above @ 38.48%                                        |                                                                                                                                              |                      |                                                 |                     
|                                           | Deduct:  Additional cash contribution equal to preferred dividends                 |                                                                                                                                              |                      |                                                 |                     
|                                           |                                                                                    | less dividends paid at common dividend  rate                                                                                                 |                      | (20)                                            |                      | (13)      
|                                           | Add:  tax benefit gained on above @ 38.48%                                         |                                                                                                                                              |                      |                                                 |                     
|                                           | Add:  tax benefit on dividends paid on ESOP common shares assuming                 |                                                                                                                                              |                      |                                                 |                     
|                                           |                                                                                    | plan was based on common stock and benefit reduced 
income tax expense on income statement @ 38.48% (as of 
1/1/95 only on
allocated shares) |                      |                                                 |                      |           
|                                           |                                                                                    |                                                                                                                                              |                      | 159                                             |                      | 147       
|                                           | Adjusted net income applicable to common stock                                     |                                                                                                                                              | 17,794               |                                                 | 14,043              
|                                           |                                                                                    |                                                                                                                                              |                      |                                                 |                      |           
|                                           | Total adjusted net income applicable to common stock                               |                                                                                                                                              | 17,794               |                                                 | 14,043              
|                                           | Total diluted net income per common stock                                          |                                                                                                                                              | $               0.36 |                                                 | $               0.29
|                                           |                                                                                    |                                                                                                                                              |                      |                                                 |                      |           
|                                           | Weighted average number of shares of common stock                                  |                                                                                                                                              |                      |                                                 |                     
|                                           |                                                                                    | outstanding during the year                                                                                                                  |                      | 47,068,584                                      |                      | 44,973,466
|                                           | Number of equivalent common shares attributable to ESOP                            |                                                                                                                                              | 2,417,082            |                                                 | 2,512,260           
|                                           | Common stock under stock option grants average shares                              |                                                                                                                                              | -                    |                                                 | 177,493             
|                                           |                                                                                    |                                                                                                                                              |                      |                                                 |                      |           
|                                           | Average diluted shares                                                             |                                                                                                                                              | 49,485,666           |                                                 | 47,663,219          



---