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Exhibit 11(b)

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

|                                                                                                                                                                     | For the six months ended June 30,              
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------
|                                                                                                                                                                     | 2002                                           
|                                                                                                                                                                     | (Thousands, except share and per share amounts)
|Basic                                                                                                                                                                |                                                
|                                                                                                                                                                     |                                                
|Net income applicable to common stock                                                                                                                                | $            30,898                            
|                                                                                                                                                                     | =========                                      
|Weighted average number of shares of common stock
   outstanding during the period                                                                                   | 45,569,170                                     
|                                                                                                                                                                     | =========                                      
|                                                                                                                                                                     |                                                
|Basic net income per common share                                                                                                                                    | $                0.68                          
|                                                                                                                                                                     | =========                                      
|                                                                                                                                                                     |                                                
|Diluted                                                                                                                                                              |                                                
|                                                                                                                                                                     |                                                
|Net income applicable to common stock                                                                                                                                | $            30,898                            
|                                                                                                                                                                     |                                                
|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                                                     | 648                                            
|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 | (33)                                           
|Add tax benefit associated with dividends
   paid on allocated common shares                                                                                         | 299                                            
|Adjusted income applicable to common stock                                                                                                                           | $            31,812                            
|                                                                                                                                                                     | =========                                      
|                                                                                                                                                                     |                                                
|Weighted average number of shares of common
   stock outstanding during the period                                                                                   | 45,569,170                                     
|                                                                                                                                                                     |                                                
|Number of equivalent common shares
   attributable to ESOP                                                                                                           | 2,502,367                                      
|                                                                                                                                                                     |                                                
|Common stock under stock option grants                                                                                                                               | 198,376                                        
|                                                                                                                                                                     |                                                
|Average shares                                                                                                                                                       | 48,269,913                                     
|                                                                                                                                                                     | =========                                      
|                                                                                                                                                                     |                                                
|Diluted net income per common share                                                                                                                                  | $                0.66                          
|                                                                                                                                                                     | =========                                      
|                                                                                                                                                                     |                                                

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