|                                                            |                                                 | Exhibit 11(b)                          
|----------------------------------------------------------- | ----------------------------------------------- | ---------------------------------------
|                                                            |                                                 |                                        
|CLECO CORPORATION                                          
|COMPUTATION OF NET INCOME PER COMMON SHARE                 
|(UNAUDITED)                                                
|                                                            |                                                 |                                        
|                                                            |                                                 | For the nine months ended September 30,
|                                                            |                                                 | 2002                                   
|                                                            | (Thousands, except share and per share amounts)
|Basic                                                       |                                                 |                                        
|                                                            |                                                 |                                        
|Net income applicable to common stock                       | $                                67,290         |                                        
|                                                            |                                                 | ========                               
|Weighted average number of shares of common stock           |                                                 |                                        
|outstanding during the period                               | 46,008,615                                      |                                        
|                                                            |                                                 | ========                               
|                                                            |                                                 |                                        
|Basic net income per common share                           | $              1.46                             |                                        
|                                                            |                                                 | ========                               
|                                                            |                                                 |                                        
|Diluted                                                     |                                                 |                                        
|                                                            |                                                 |                                        
|Net income applicable to common stock                       | $        67,290                                 |                                        
|                                                            |                                                 |                                        
|Adjustments to net income related to ESOP under the         |                                                 |                                        
|"if-converted" method:                                      |                                                 |                                        
|Add loss of deduction from net income for actual            |                                                 |                                        
|dividends paid on convertible preferred stock,              |                                                 |                                        
|net of tax                                                  | 968                                             |                                        
|Add/(Deduct) additional cash contribution required,         |                                                 |                                        
|which is equal to dividends on preferred stock              |                                                 |                                        
|less dividends paid at the common dividend rate, net of tax | (54)                                            |                                        
|Add tax benefit associated with dividends                   |                                                 |                                        
|paid on allocated common shares                             | 434                                             |                                        
|Adjusted income applicable to common stock                  | $         68,638                                |                                        
|                                                            |                                                 | ========                               
|                                                            |                                                 |                                        
|Weighted average number of shares of common                 |                                                 |                                        
|stock outstanding during the period                         | 46,008,615                                      |                                        
|                                                            |                                                 |                                        
|Number of equivalent common shares                          |                                                 |                                        
|attributable to ESOP                                        | 2,487,763                                       |                                        
|                                                            |                                                 |                                        
|Common stock under stock option grants                      | 70,886                                          |                                        
|                                                            |                                                 |                                        
|Average shares                                              | 48,567,264                                      |                                        
|                                                            |                                                 | ========                               
|                                                            |                                                 |                                        
|Diluted net income per common share                         | $                                        1.41   |                                        
|                                                            |                                                 | ========