<PAGE>   1
===============================================================================



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549


                                    FORM 10-Q

            [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1998      Commission file number 1-5663

                                       Or

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                                CLECO CORPORATION
          (FORMERLY KNOWN AS CENTRAL LOUISIANA ELECTRIC COMPANY, INC.)
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 LOUISIANA                                      72-0244480
       (State or other jurisdiction of                       (I.R.S. Employer
       incorporation or organization)                       Identification No.)


   2030 DONAHUE FERRY ROAD, PINEVILLE, LOUISIANA                  71360-5226
     (Address of principal executive offices)                     (Zip Code)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (318) 484-7400

    Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                                 Yes _X_ No ___

    As of May 1, 1998, there were 22,482,300 shares outstanding of the
Registrant's Common Stock, par value $2.00 per share.

===============================================================================
<PAGE>   2







                                TABLE OF CONTENTS


                                                                       Page
PART I.   FINANCIAL INFORMATION                                        ----

  Item 1.   Financial Statements.....................................    1
              Report of Independent Accountants......................    2
              Consolidated Statements of Income......................    3
              Consolidated Balance Sheets............................    4
              Consolidated Statements of Cash Flows..................    6
              Notes to Consolidated Financial Statements.............    7
  Item 2.   Management's Discussion and Analysis of
            Financial Condition and Results of Operations............    9
              Disclosure Regarding Forward-Looking Statements........    9
              Results of Operations..................................    9
              Financial Condition....................................   11
  Item 3.   Quantitative and Qualitative Disclosures About
            Market Risk..............................................   12

PART II.  OTHER INFORMATION

  Item 4.   Submission of Matters to a Vote of Security Holders......   12

  Item 5.   Other Information........................................   13

  Item 6.   Exhibits and Reports on Form 8-K.........................   14

SIGNATURE............................................................   15




<PAGE>   3



                                     PART I

                              FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

         The consolidated financial statements for Cleco Corporation (formerly
known as Central Louisiana Electric Company, Inc.) (the Company) included herein
are unaudited but reflect, in management's opinion, all adjustments, consisting
only of normal recurring adjustments, that are necessary for a fair presentation
of the Company's financial position and the results of its operations for the
interim periods presented. Because of the seasonal nature of the Company's
business, the results of operations for the three months ended March 31, 1998
are not necessarily indicative of the results that may be expected for the full
fiscal year. The financial statements included herein should be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997 (1997
Form 10-K).

The consolidated financial statements included herein have been subjected to a
limited review by Coopers & Lybrand L.L.P., independent accountants for the
Company, whose report is included herein.





                                        1

<PAGE>   4



[Coopers & Lybrand L.L.P. Letterhead]


                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and
Shareholders of Cleco Corporation:

We have made a review of the consolidated balance sheet of Cleco Corporation as
of March 31, 1998, and the related consolidated statements of income and cash
flows for the three-month periods ended March 31, 1998 and 1997, in accordance
with standards established by the American Institute of Certified Public
Accountants. These financial statements are the responsibility of the Company's
management.

A review of interim financial information consists principally of obtaining an
understanding of the system for the preparation of interim financial
information, applying analytical review procedures to financial data, and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit in accordance with generally accepted
auditing standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the consolidated financial statements referred to above for them to
be in conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1997 and the
related consolidated statements of income, cash flows and changes in common
shareholders' equity for the year then ended (not present herein); and in our
report dated January 27, 1998, we expressed an unqualified opinion on those
financial statements. In our opinion, the information set forth in the
accompanying balance sheet as of December 31, 1997, is fairly stated in all
material respects in relation to the balance sheet from which it has been
derived.


COOPERS & LYBRAND, L.L.P.
New Orleans, Louisiana
April 28, 1998

                                        2

<PAGE>   5
                                CLECO CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                       FOR THE THREE MONTHS ENDED MARCH 31
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                         (In thousands, except share and
                                                              per share amounts)
                                                       1998                       1997
                                                  ------------                 -----------
<S>                                              <C>                          <C>
OPERATING REVENUES                                $    97,210                  $    98,078
                                                  -----------                  -----------

OPERATING EXPENSES
     Fuel used for electric generation                 27,697                       27,080
     Power purchased                                   11,558                       12,910
     Other operation                                   15,117                       13,692
     Maintenance                                        5,184                        5,795
     Depreciation                                      12,040                       11,338
     Taxes other than income taxes                      8,751                        8,622
     Federal and state income taxes                     3,030                        3,843
                                                  -----------                  -----------
                                                       83,377                       83,280
                                                  -----------                  -----------
OPERATING INCOME                                       13,833                       14,798

Allowance for other funds used during
     construction                                         280                            2
Other income and expenses, net                           (149)                         134
                                                  ------------                 -----------
INCOME BEFORE INTEREST CHARGES                         13,964                       14,934

Interest charges, including amortization of
     debt expense, premium and discount                 7,178                        7,249
Allowance for borrowed funds used during
     construction                                        (208)                         159
                                                  -----------                  -----------
NET INCOME                                              6,994                        7,526

Preferred dividend requirements, net                      526                          524
                                                  -----------                  -----------

NET INCOME APPLICABLE TO COMMON STOCK             $     6,468                  $     7,002
                                                  ===========                  ===========

WEIGHTED AVERAGE COMMON SHARES
     Basic                                         22,473,749                   22,457,061
     Diluted                                       23,869,017                   23,863,533

EARNINGS PER SHARE
     Basic                                              $0.29                        $0.31
     Diluted                                            $0.29                        $0.31

CASH DIVIDENDS PAID PER SHARE                          $0.395                       $0.385
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.

                                        3

<PAGE>   6
                                CLECO CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                           (In thousands)
                                                                 MARCH 31, 1998   DECEMBER 31, 1997
                                                                 --------------   -----------------
<S>                                                             <C>               <C>
     ASSETS

Utility plant
     Property, plant and equipment                                  $1,507,152       $1,506,949
     Accumulated depreciation                                         (522,723)        (518,664)
                                                                   -----------      -----------
                                                                       984,429          988,285
     Construction work-in-progress                                      43,496           37,277
                                                                   -----------      -----------
         Total utility plant, net                                    1,027,925        1,025,562
                                                                   -----------      -----------

Investments and other assets                                             3,480            3,479
                                                                   -----------      -----------

Current assets
     Cash and cash equivalents                                          14,600           18,015
     Accounts receivable, net                                           45,299           48,353
     Unbilled revenues                                                   6,659           11,090
     Fuel inventory, at average cost                                     6,488            8,648
     Materials and supplies inventory, at average cost                  13,893           14,413
     Prepayments and other current assets                                2,109            1,894
                                                                   -----------      -----------
         Total current assets                                           89,048          102,413
                                                                   -----------      -----------

Prepayments                                                              8,517            8,331
Regulatory assets - deferred taxes                                     115,343          115,285
Other deferred charges                                                  30,238           29,418
Accumulated deferred federal and
     state income taxes                                                 77,473           76,556
                                                                   -----------      -----------

         TOTAL ASSETS                                               $1,352,024       $1,361,044
                                                                   ===========      ===========
</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.




                                             (Continued on next page)

                                        4

<PAGE>   7

                                CLECO CORPORATION
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                            (In thousands,
                                                                        except share amounts)
                                                                 MARCH 31, 1998   DECEMBER 31, 1997
                                                                 --------------   -----------------
<S>                                                             <C>               <C>
     CAPITALIZATION AND LIABILITIES

Common shareholders' equity
Common stock, $2 par value, authorized
     50,000,000 shares, issued 22,764,754
     and 22,762,754 shares at March 31, 1998
     and December 31, 1997, respectively                           $    45,530      $    45,525
Premium on capital stock                                               113,800          113,763
Retained earnings                                                      253,142          255,549
Treasury stock, at cost, 286,006 and
     299,842 shares at March 31, 1998
     and December 31, 1997, respectively                                (5,807)          (6,086)
                                                                   -----------      -----------
                                                                       406,665          408,751
                                                                   -----------      -----------
Preferred stock, cumulative, $100 par value
     Not subject to mandatory redemption                                29,800           30,102
     Deferred compensation related to
         preferred stock held by ESOP                                  (17,695)         (18,766)
                                                                   -----------      -----------
                                                                        12,105           11,336
     Subject to mandatory redemption                                     5,990            6,120
                                                                   -----------      -----------
                                                                        18,095           17,456
                                                                   -----------      -----------

Long-term debt, net                                                    365,906          365,897
                                                                   -----------      -----------

     Total capitalization                                              790,666          792,104
                                                                   -----------      -----------

Current liabilities
     Short-term debt                                                    61,794           34,219
     Long-term debt due within one year                                                  15,000
     Accounts payable                                                   25,985           53,365
     Customer deposits                                                  20,401           20,172
     Taxes accrued                                                      20,336           12,211
     Interest accrued                                                    1,990            7,681
     Accumulated deferred fuel                                           4,553            2,965
     Other current liabilities                                           7,024            5,102
                                                                   -----------      -----------
       Total current liabilities                                       142,083          150,715
                                                                   -----------      -----------

Deferred credits
     Accumulated deferred federal and state
         income taxes                                                  296,633          296,123
     Accumulated deferred investment tax
         credits                                                        29,126           29,574
     Regulatory liabilities - deferred taxes                            63,058           62,468
     Other deferred credits                                             30,458           30,060
                                                                   -----------      -----------
       Total deferred credits                                          419,275          418,225
                                                                   -----------      -----------

      TOTAL CAPITALIZATION AND LIABILITIES                          $1,352,024       $1,361,044
                                                                   ===========      ===========
</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.

                                        5

<PAGE>   8

                                CLECO CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       FOR THE THREE MONTHS ENDED MARCH 31
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                             (In thousands)
                                                                        1998                 1997
                                                                     ---------             ---------
<S>                                                                 <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                      $  6,994              $  7,526
     Adjustments to reconcile net income
        to net cash provided by operating activities
         Depreciation and amortization                                 12,524                11,783
         Allowance for funds used during construction                    (488)                  157
         Amortization of investment tax credits                          (448)                 (448)
         Deferred income taxes                                            129                  (996)
         Deferred fuel costs                                            1,588                 2,788
         (Gain) loss on disposition of utility plant, net                   2                    (1)
     Changes in assets and liabilities
         Accounts receivable, net                                       3,054                 1,149
         Unbilled revenues                                              4,431                 2,201
         Fuel inventory, materials and supplies                         2,680                 1,516
         Accounts payable                                             (27,380)              (27,008)
         Customer deposits                                                229                   (15)
         Other deferred accounts                                         (200)                 (721)
         Taxes accrued                                                  8,125                 9,273
         Interest accrued                                              (5,691)               (5,307)
     Other, net                                                           859                 1,647
                                                                     --------              --------
         Net cash provided by operating activities                      6,408                 3,544
                                                                     --------              --------

CASH FLOWS FROM INVESTING ACTIVITIES
     Additions to utility plant                                       (13,509)              (11,884)
     Allowance for funds used during construction                         488                  (157)
     Sale of utility plant                                                120                    62
                                                                     --------              --------
         Net cash used in investing activities                        (12,901)              (11,979)
                                                                     -------               --------

CASH FLOWS FROM FINANCING ACTIVITIES
     Issuance of common stock                                              34                     3
     Increase in short-term debt, net                                  12,575                15,029
     Redemption of preferred stock                                       (130)                 (197)
     Dividends paid on common and preferred stock, net                 (9,401)               (9,170)
                                                                     -------               --------
         Net cash provided by financing activities                      3,078                 5,665
                                                                     --------              --------

NET DECREASE IN CASH AND CASH EQUIVALENTS                              (3,415)               (2,770)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                       18,015                20,307
                                                                     --------              --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                            $14,600               $17,537
                                                                      =======               =======

Supplementary cash flow information
     Interest paid (net of amount capitalized)                        $12,411               $12,941
                                                                      =======               =======
     Income taxes paid                                               $  1,000              $  1,500
                                                                     ========              ========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.

                                        6

<PAGE>   9



                                CLECO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE A.  RECLASSIFICATION

Certain prior-period amounts have been reclassified to conform with the
presentation shown in the current year's financial statements. These
reclassifications had no effect on net income applicable to common stock or
common shareholders' equity.

NOTE B.  LEGAL PROCEEDING: FUEL SUPPLY - LIGNITE

The Company and Southwestern Electric Power Company (SWEPCO), each a 50% owner
of Dolet Hills Power Station Unit 1 (Dolet Hills Unit 1), jointly own lignite
reserves in the Dolet Hills area of northwestern Louisiana. In 1982 the Company
and SWEPCO entered into a Lignite Mining Agreement (LMA) with the Dolet Hills
Mining Venture (DHMV), a partnership for the mining and delivery of lignite from
a portion of these reserves (Dolet Hills Mine). The LMA expires in 2011. The
price of lignite delivered pursuant to the LMA is a base price per ton, subject
to escalation based on certain inflation indices, plus specified "pass-through"
costs.

Currently, the Company is receiving annually a minimum delivery of 1,187,500
tons under the LMA. Since the late 1980s, additional spot lignite deliveries
have been obtained through competitive bidding from DHMV and another lignite
supplier. In 1996 the Company and SWEPCO received deliveries which approximated
24% of the annual lignite consumption at Dolet Hills Unit 1 from the other
lignite supplier.

On April 15, 1997, the Company and SWEPCO filed suit against DHMV and its
partners in the United States District Court for the Western District of
Louisiana (Federal Court Suit) seeking to enforce various obligations of DHMV to
the Company and SWEPCO under the LMA, including provisions relating to the
quality of the delivered lignite, pricing, and mine reclamation practices. On
June 15, 1997, DHMV filed an answer denying the allegations in the Company's
suit and filed a counterclaim asserting various contract-related claims against
the Company and SWEPCO. The Company and SWEPCO have denied the allegations in
the counterclaims on the grounds the counterclaims have no merit.

The counterclaims filed by DHMV in the Federal Court Suit resulted in the
Company and SWEPCO filing a separate lawsuit against the parent companies of
DHMV, namely Jones Capital Corporation and Philipp Holzmann USA, Inc., on August
13, 1997, in the First Judicial District Court for Caddo Parish, Louisiana
(State Court Suit). The State Court Suit seeks to enforce a separate 1995
agreement by Jones Capital Corporation and Philipp Holzmann USA, Inc. related to
the LMA. Jones Capital Corporation and Philipp Holzmann USA, Inc. have asked the
State Court to stay that proceeding until the Federal Court Suit is resolved.

The suits are currently in the discovery phase. At DHMV's request, negotiations
among DHMV, SWEPCO and the Company have been terminated. A status conference is
currently scheduled for

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<PAGE>   10



May 22, 1998. At this conference, a trial date will be set. The Company and
SWEPCO will aggressively prosecute the claims against DHMV and defend against
the counterclaims which DHMV has asserted. The Company and SWEPCO continue to
pay DHMV for lignite delivered pursuant to the LMA. Normal day-to-day operations
continue at the Dolet Hills Mine and Dolet Hills Unit 1. Although the ultimate
outcome of this litigation cannot be predicted at this time, based on
information currently available to the Company, management does not believe that
the counterclaims asserted by the DHMV in the Federal Court Suit will have a
significant adverse effect on the Company's financial position or results of
operations.



                                        8

<PAGE>   11



                                CLECO CORPORATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS

       The following discussion and analysis should be read in combination with
Management's Discussion and Analysis of Financial Condition and Results of
Operations in Item 7 of the 1997 Form 10-K, the financial statements and notes
contained in Item 8 of the 1997 Form 10-K and the interim financial statements
and notes thereto contained elsewhere in this Report.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

       This Report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact included in this Report are forward-looking
statements. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, such forward-looking statements
are based on numerous assumptions (some of which may prove to be incorrect) and
are subject to risks and uncertainties which could cause the actual results to
differ materially from the Company's expectations. Such risks and uncertainties
include, without limitation, the effects of competition in the power industry,
legislative and regulatory changes affecting electric utilities, fluctuations in
the weather and changes in general economic and business conditions, as well as
other factors discussed in this and the Company's other filings with the
Securities and Exchange Commission (Cautionary Statements). All subsequent
written and oral forward-looking statements attributable to the Company or
persons acting on its behalf are expressly qualified in their entirety by the
Cautionary Statements.

RESULTS OF OPERATIONS

For the Three Months Ended March 31, 1998

       Net income applicable to common stock totaled $6.5 million or $0.29 per
average common share for the first quarter of 1998, as compared to $7.0 million
or $0.31 per average common share for the corresponding period in 1997. The
following principal factors contributed to these results:

Operating revenues for the quarter decreased $0.9 million or 0.9% compared to
the same period in 1997, primarily due to a decrease in fuel cost recovery
revenues partially offset by slight increases in base revenues and off-system
power sales. For the three months ended March 31, 1998, fuel cost recovery
revenues were $2.3 million, or 5.7%, less than the same period in 1997. The
decrease in fuel cost recovery revenues is related to lower natural gas prices
in the first quarter of 1998, which resulted in lower generation costs compared
to prices in effect and resulting generation costs during the first quarter of
1997. Changes in fuel cost have historically had no effect on net income, as
fuel costs are generally recovered through a fuel cost adjustment clause that
enables the Company to pass on to customers substantially all changes in the
cost of generating fuel and purchased power. These adjustments are audited
monthly and are regulated by the Louisiana Public Service Commission (LPSC)
(representing about 99% of the total fuel cost adjustment) while the remaining
portion,

                                        9

<PAGE>   12



regulated by the Federal Energy Regulatory Commission (FERC), is audited
periodically for several years at a time. Until approval is received, the
adjustments are subject to refund.

Base revenues increased $1.4 million during the first quarter of 1998 compared
to the corresponding period in 1997. The increase in base revenues is primarily
the result of an increase in kilowatt-hour sales to residential and commercial
customers acquired from the former Teche Electric Cooperative (Teche), partially
offset by a reduction in the Company's annual base rate tariff and warmer than
normal winter weather. The Company acquired Teche on September 30, 1997. The
acquisition resulted in the addition of 7,700 mostly residential customers to
the Company. The reduction in annual base rate tariff was part of the Company's
1996 LPSC earnings review settlement. The tariff was reduced by an additional $2
million in January 1998. See "Management's Discussion and Analysis of Results of
Operations and Financial Condition - Financial Condition - Retail Rates" in Item
7 of the 1997 Form 10-K for a discussion of the LPSC settlement. Kilowatt-hour
sales to regular customers for the first quarter of 1998 improved 1.5% over the
first quarter of 1997. Sales to residential customers increased 1.5%, sales to
commercial customers rose 5.9% and sales to industrial customers improved 1.0%
over the first quarter of 1997.

Operating expenses increased $0.1 million, or 0.1%, during the first quarter of
1998 compared to the same period in 1997. The rise in operating expenses is the
result of increases in other operation expenses, depreciation, and taxes other
than income taxes, offset by decreases in fuel costs and purchased power,
federal and state income taxes and maintenance expenses. The decrease in fuel
cost and purchased power is primarily attributable to fluctuations in the
Company's generation mix, availability of economy power and deferral of expenses
for recovery from customers through fuel adjustment clauses in subsequent
months, as compared to the same period in 1997. The Company purchases economy
power from other electric power generators when the price of the energy
purchased is less than the cost to the Company of generating such energy from
its own facilities. Twenty-eight percent of the Company's energy requirements
during the first quarter of 1998 were met with purchased power, compared to 31%
for the corresponding period in 1997. Other operation expenses increased $1.4
million, or 10.4%, compared to the same period in 1997, primarily due to costs
associated with power purchased for off-system sales. Depreciation expense grew
$0.7 million compared to the same period in 1997, primarily due to the Teche
assets being placed into service in late 1997. Taxes other than income taxes
rose $0.1 million compared to the same period in 1997, primarily resulting from
an increase in employment taxes related to an employee incentive plan and
vacation buy-back plan. Federal and state income taxes decreased $0.8 million,
or 21.2%, compared to the corresponding period in 1997 resulting from lower
taxable income in 1998. Maintenance expenses decreased $0.6 million primarily
because costs which normally would have been expensed were instead dedicated,
and therefor capitalized, to repairs related to increased storm activity in the
first quarter of 1998 compared to the first quarter of 1997.



                                       10

<PAGE>   13



FINANCIAL CONDITION

Liquidity and Capital Resources

       At March 31, 1998 and 1997, the Company had $61.8 million and $80.2
million, respectively, of short-term debt outstanding in the form of commercial
paper borrowing and bank loans. During March 1998, the Company renewed its $25
million revolving credit facility with a scheduled termination date of December
31, 1998, but the termination date may be extended to March 19, 1999 upon
satisfaction of certain conditions. An existing $100 million revolving credit
facility is scheduled to terminate on June 15, 2000. Both facilities provide
support for the issuance of commercial paper and working capital needs.
Uncommitted lines of credit with banks totaling $20 million are also available
to support working capital needs.

At March 31, 1998, an unregulated consolidated subsidiary of the Company had
$12.9 million of cash and temporary cash investments in securities with original
maturities of 90 days or less. The Company has committed $10 million to provide
credit support for working capital and electricity or natural gas commodity
positions for CLECO ENERGY L.L.C.

Regulatory Matters - Retail and Wholesale Electric Competition

       The special committee established by the Louisiana Legislature in 1997 to
study existing federal, state and local laws, rules and policies to assess the
impact of electric retail competition held its first meeting in September 1997
and continues to meet jointly with the LPSC as they proceed through deregulation
hearings. The LPSC and the special committee have scheduled hearings on a number
of issues impacting deregulation. To date, the committee participated in a
hearing on the tax implications of deregulation. Upon conclusion of the
hearings, the committee will make a report of its recommendations to the
legislature. The Company has a representative on this committee. For additional
information regarding retail electric competition in Louisiana, see "Regulatory
and Environmental Matters - Industry Developments" in Item 1 of the 1997 Form
10-K.

In recent years, the Company has been successful in competing for wholesale
sales within its service territory, including sales to the city of Alexandria
and a full requirements sale to the city of St. Martinville. Sales under the St.
Martinville agreement, which is subject to the jurisdiction of the FERC, began
in May 1995 and represent an approximate 13 megawatt load. Sales to St.
Martinville provide additional base revenues, net of facility payments, of about
$4 million over the term of the agreement, which extends through December 2000.
This contract was challenged in 1993 by the previous supplier, Louisiana Energy
and Power Authority (LEPA), as well as the city of Lafayette and the American
Public Power Association, with assertions of preferential, discriminatory and
predatory pricing. An initial decision of the FERC's presiding administrative
law judge (ALJ) in February 1995 rejected LEPA's arguments. Under FERC
procedures, LEPA filed a brief requesting the FERC to revise the initial
decision. In 1997, in a related matter, LEPA also appealed the FERC's approval
of market-based wholesale rates for the Company in the District of Columbia
Circuit Court of Appeals, alleging the existence of predatory pricing. In April
1998, the Court of Appeals rejected LEPA's arguments. The FERC then issued an
order reaffirming its position.


                                       11

<PAGE>   14



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       Not applicable.


                                     PART II

                                OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

       (a)  The Annual Meeting of Shareholders of the Company was held on April
            24, 1998, in Pineville, Louisiana.

       (b)  Proxies for the election of directors were solicited pursuant to
            Regulation 14A under the Securities Exchange Act of 1934, as
            amended. There was no solicitation in opposition to management's
            nominees, and all nominees listed in the Proxy Statement were
            elected.

       (c)  The following is a tabulation of the votes cast upon each of the
            proposals presented at the Annual Meeting of Shareholders of the
            Company on April 24, 1998:

            (1)    Election of Directors:

                                                                    Broker
            Class I Directors         For            Withheld      Non-Votes

            Sherian G. Cadoria      19,207,809        308,615          0
            Richard B. Crowell      19,261,903        254,521          0
            David M. Eppler         19,256,742        259,682          0
            Gregory L. Nesbitt      19,260,590        255,834          0


            (2)    Approval of the appointment of Coopers & Lybrand L.L.P. as
                   the Company's auditors for 1998:

                                                               Broker
                 For              Against       Abstain       Non-Votes
               19,311,797         100,746       103,881           0



                                       12

<PAGE>   15



            (3)    Approval of the amendment to the Company's 1990 Long-Term
                   Incentive Compensation Plan and the related amendment to the
                   Deferred Compensation Plan for Directors:

                                                                Broker
                 For              Against       Abstain       Non-Votes
               18,111,574         940,826       464,024           0

            (4)    Approval of the amendment of the Restated Articles of
                   Incorporation to delete Section 3 of Article 7 thereof which
                   states that no director shall be required to own any Company
                   stock:

                                                                Broker
                 For              Against       Abstain       Non-Votes
               18,712,157         370,916       433,351           0

            (5)    Approval of the amendment to the Restated Articles of
                   Incorporation to change the Company's name to Cleco
                   Corporation:

                                                                Broker
                 For              Against       Abstain       Non-Votes
               19,103,467         246,322       166,635           0

ITEM 5.  OTHER INFORMATION

NEW ACCOUNTING STANDARDS

       In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards "SFAS No. 131, Disclosures About Segments of
an Enterprise and Related Information" effective for financial statements for
periods beginning after December 15, 1997. Management believes adoption of this
statement will affect only financial statement disclosure and will not affect
the Company's financial position or results of operations. This Statement need
not be applied to interim financial statements in the initial year of its
application, but comparative information for interim periods in the initial year
of application is to be reported in financial statements for interim periods in
the second year of application.

In February 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards "SFAS No. 132, Employers' Disclosure About
Pensions and Other Postretirement Benefits, an Amendment of FASB Statements No.
87, 88, and 106" effective for fiscal years beginning after December 15, 1997.
Management believes adoption of this statement will affect only financial
statement disclosure and will not affect the Company's financial position or
results of operations.



                                       13

<PAGE>   16



FUEL SUPPLY - COAL

       The majority of the coal for Rodemacher Power Station Unit 2 (Rodemacher
Unit 2) is purchased under a long-term contract with Kerr-McGee Coal Corporation
from a mine in Wyoming. The Company has a 30% interest in the capacity of
Rodemacher Unit 2. The coal is transported under a long-term rail transportation
contract with the Union Pacific Railroad. Union Pacific is currently
experiencing operating problems resulting in reduced volumes delivered to
Rodemacher Unit 2. The Company's coal inventory is currently near the Company's
desired minimum level. Based on the anticipated delivery schedule of future coal
shipments, management does not expect that Rodemacher Unit 2 operations will
need to be curtailed due to insufficient fuel supply. The Company is closely
monitoring this situation. Other regional utilities are experiencing similar
delivery problems.


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

           (a)     Exhibits

                     4      $25,000,000 Loan Agreement by and between Whitney 
                            National Bank and the Company, dated March 20, 1998

                    11      Computation of Net Income Per Common Share for the
                            three months ended March 31, 1998

                    12      Computation of Earnings to Fixed Charges and
                            Earnings to Combined Fixed Charges and Preferred
                            Stock Dividends for the twelve months ended March
                            31, 1998

                    15      Awareness letter, dated May 14, 1998, from Coopers 
                            & Lybrand L.L.P. regarding review of the unaudited
                            interim financial statements

                    27      Financial Data Schedule

            (b)   Reports on Form 8-K

                  During the three-month period ended March 31, 1998, the
                  Company filed no Current Reports on Form 8-K.

                                       14

<PAGE>   17



                                    SIGNATURE




       Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                             CLECO CORPORATION


                                                (Registrant)



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

Date: May 15, 1998





                                       15
<PAGE>   18

                               INDEX TO EXHIBITS

       Exhibits
       --------
          4      $25,000,000 Loan Agreement by and between Whitney 
                 National Bank and the Company, dated March 20, 1998

         11      Computation of Net Income Per Common Share for the
                 three months ended March 31, 1998

         12      Computation of Earnings to Fixed Charges and
                 Earnings to Combined Fixed Charges and Preferred
                 Stock Dividends for the twelve months ended March
                 31, 1998

         15      Awareness letter, dated May 14, 1998, from Coopers 
                 & Lybrand L.L.P. regarding review of the unaudited
                 interim financial statements

         27      Financial Data Schedule