Exhibit 11(c)



CLECO CORPORATION
COMPUTATION OF NET INCOME PER COMMON SHARE
(UNAUDITED)

|                                                                                                                                                                           | For the six months ended June 30               
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------
|                                                                                                                                                                           | 2001                                           
|                                                                                                                                                                           | (Thousands, except share and per share amounts)
|BASIC                                                                                                                                                                      |                                                
|                                                                                                                                                                           |                                                
|Net income applicable to common stock                                                                                                                                      | $         22,822                               
|                                                                                                                                                                           | ==========                                     
|Weighted average number of shares of common
     Stock outstanding during the period                                                                                       | 45,012,715                                     
|                                                                                                                                                                           | ==========                                     
|Basic net income per common share                                                                                                                                          | $              0.51                            
|                                                                                                                                                                           | ==========                                     
|                                                                                                                                                                           |                                                
|DILUTED                                                                                                                                                                    |                                                
|                                                                                                                                                                           |                                                
|Net income applicable to common stock                                                                                                                                      | $         22,822                               
|                                                                                                                                                                           |                                                
|Adjustments to net income related to Employee
   Stock Ownership Plan (ESOP) under the
   "if-converted" method:                                                           |                                                
|Add loss of deduction from net income for actual
   Dividends paid on convertible preferred stock,
   net of tax                                                           | 668                                            
|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 | 11                                             
|Add tax benefit associated with dividends
   paid on allocated common shares                                                                                               | 246                                            
|Adjusted income applicable to common stock                                                                                                                                 | $        23,747                                
|                                                                                                                                                                           | ==========                                     
|                                                                                                                                                                           |                                                
|Weighted average number of shares of common
   stock outstanding during the period                                                                                         | 45,012,715                                     
|                                                                                                                                                                           |                                                
|Number of equivalent common shares
   Attributable to ESOP                                                                                                                 | 2,570,133                                      
|                                                                                                                                                                           |                                                
|Common stock under stock option grants                                                                                                                                     | 271,815                                        
|                                                                                                                                                                           |                                                
|Average shares                                                                                                                                                             | 47,854,663                                     
|                                                                                                                                                                           | ==========                                     
|Diluted net income per common share                                                                                                                                        | $              0.50                            
|                                                                                                                                                                           | ==========