<PAGE>

                               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, 1997    Commission file number 1-5663

                                       Or

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

                     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, 1997 there were 22,459,656 shares outstanding of the
Registrant's Common Stock, par value $2.00 per share.

<PAGE>



                               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
           Note to Consolidated Financial Statements. . . . . . . .       7
 Item 2. Management's Discussion and Analysis of
         Financial Condition and Results of Operations
           Disclosure Regarding Forward-Looking Statements. . . . .       8  
           Results of Operations. . . . . . . . . . . . . . . . . .       8
           Financial Condition. . . . . . . . . . . . . . . . . . .      10

PART II.  OTHER INFORMATION

 Item 4.  Submission of Matters To A Vote of Security Holders . . .      12

 Item 5.  Other Information . . . . . . . . . . . . . . . . . . . .      12
          
 Item 6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . .      14

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

<PAGE>


                                   PART I

                            FINANCIAL INFORMATION


Item 1.  FINANCIAL STATEMENTS

     The consolidated financial statements for 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, 1997 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, 1996 (1996 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>

Coopers                                           certified public accountants
& Lybrand L.L.P.                                  a professional services firm  


                      REPORT OF INDEPENDENT ACCOUNTANTS


Board of Directors
Central Louisiana Electric Company, Inc.:

We have made a review of the consolidated balance sheet of Central Louisiana
Electric Company, Inc. as of March 31, 1997, and the related consolidated
statements of income and cash flows for the three-month periods ended 
March 31, 1997 and 1996, 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, 1996 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 29, 1997, 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, 1996, 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 25, 1997

                                     2 
<PAGE>

<TABLE>

                  CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
                     CONSOLIDATED STATEMENTS OF INCOME
                    For the three months ended March 31
                               (Unaudited)
 
<CAPTION>

                                            (In thousands, except share and
                                                   per share amounts)
                                                1997               1996
                                             ----------         ----------
<S>                                          <C>                <C>         
OPERATING REVENUES                           $   97,668         $   98,606 
                                             ----------         ----------

OPERATING EXPENSES                                                       
  Fuel used for electric generation              27,080             21,962
  Power purchased                                12,910             17,139
  Other operation                                13,282             14,022
  Maintenance                                     5,795              4,905
  Depreciation                                   11,338             10,827
  Taxes other than income taxes                   8,622              7,390
  Federal and state income taxes                  3,843              5,614
                                             ----------         ----------
                                                 82,870             81,859
                                             ----------         ----------
OPERATING INCOME                                 14,798             16,747

Allowance for other funds used during
  construction                                        2                133
Other income and expenses, net                      134                170
                                             ----------         ----------
INCOME BEFORE INTEREST CHARGES                   14,934             17,050

Interest charges, including amortization of
  debt expense, premium and discount              7,249              7,279
Allowance for borrowed funds used during
  construction                                      159               (259)
                                             ----------         ----------
NET INCOME                                        7,526             10,030

Preferred dividend requirements, net                524                514
                                             ----------         ----------
NET INCOME APPLICABLE TO COMMON STOCK        $    7,002         $    9,516
                                             ==========         ==========

WEIGHTED AVERAGE COMMON SHARES                                           
  Primary                                    22,463,986         22,448,584
  Fully diluted                              23,863,533         23,856,480

EARNINGS PER SHARE
  Primary                                         $0.31              $0.42
  Fully diluted                                   $0.31              $0.41

CASH DIVIDENDS PAID PER SHARE                     $0.385             $0.375

<FN>
The accompanying note is an integral part of the consolidated financial
statements.
</FN>
</TABLE>

                                     3
<PAGE>

<TABLE>
 
                   CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
                        CONSOLIDATED BALANCE SHEETS
                               (Unaudited)

<CAPTION>

                                                        (In thousands)
                                        March 31, 1997        December 31, 1996
                                      ------------------      -----------------
                   ASSETS                                                      
<S>                                       <C>                <C>             
Utility plant
  Property, plant and equipment            $   1,386,568      $      1,379,035
  Accumulated depreciation                      (485,668)             (475,212)
                                           -------------      ----------------
                                                 900,900               903,823
  Construction work-in-progress                   52,297                49,075
                                           -------------      ----------------
     Total utility plant, net                    953,197               952,898
                                           -------------      ----------------
Investments and other assets                       8,476                 8,488
                                           -------------      ----------------
Current assets 
  Cash and cash equivalents                       17,537                20,307
  Accounts receivable, net                        42,763                43,912
  Unbilled revenues                                8,992                11,193
  Fuel inventory, at average cost                  8,421                 9,366
  Materials and supplies
     inventory, at average cost                   16,458                17,029
  Prepayments and other current assets             2,484                 2,505
                                           -------------      ----------------
     Total current assets                         96,655               104,312
                                           -------------      ----------------

Prepayments                                        8,827                 8,683
Regulatory assets - deferred taxes               103,839               103,839
Other deferred charges                            69,794                69,320
Accumulated deferred federal and 
  state income taxes                              75,587                74,231
                                           -------------      ----------------
     TOTAL ASSETS                          $   1,316,375      $      1,321,771
                                           =============      ================

<FN>
The accompanying note is an integral part of the consolidated financial
statements.
</FN>

                            (Continued on next page)

</TABLE>

                                        4
<PAGE>
            

<TABLE>

                    CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
                    CONSOLIDATED BALANCE SHEETS (Continued)
                                (Unaudited)

<CAPTION>                                                      
         
                                                       (In thousands,        
                                                    except share amounts)
                                        March 31, 1997        December 31, 1996
                                      ------------------      -----------------

      CAPITALIZATION AND LIABILITIES
<S>                                        <C>                <C>
Common shareholders' equity                            
  Common stock, $2 par value, authorized                      
  50,000,000 shares, issued 22,760,154                        
  and 22,760,154 shares at March 31, 1997                       
  and December 31, 1996, respectively       $     45,520      $         45,520
  Premium on capital stock                       113,705               113,702
Retained earnings                                238,769               240,414
Treasury stock at cost, 301,598 and
   307,577 shares at March 31, 1997
   and December 31, 1996, respectively            (6,121)               (6,242)
                                           -------------      ---------------- 
                                                 391,873               393,394
                                           -------------      ----------------
Preferred stock, cumulative, $100 par value
  Not subject to mandatory redemption             30,155                30,280
  Deferred compensation related to
     preferred stock held by ESOP                (19,649)              (20,751)
                                           -------------      ----------------
                                                  10,506                 9,529
  Subject to mandatory redemption                  6,300                 6,372
                                           -------------      ----------------
                                                  16,806                15,901
                                           -------------      ----------------
Long-term debt, net                              325,869               340,859
                                           -------------      ---------------- 
  Total capitalization                           734,548               750,154
                                           -------------      ----------------
Current liabilities
  Short-term debt                                 80,190                65,161
  Long-term debt due within one year              30,000                15,000
  Accounts payable                                23,014                50,022
  Customer deposits                               19,746                19,761
  Taxes accrued                                   15,079                 5,806
  Interest accrued                                 2,214                 7,521
  Accumulated deferred fuel                        4,956                 2,168
  Other current liabilities                        2,810                 3,252
                                           -------------      ----------------
    Total current liabilities                    178,009               168,691
                                           -------------      ----------------
Deferred credits
  Accumulated deferred federal and state
     income taxes                                282,040               281,684
  Accumulated deferred investment tax
     credits                                      30,916                31,364
  Regulatory liabilities - deferred taxes         60,058                60,058
  Other deferred credits                          30,804                29,820
                                           -------------      ----------------
    Total deferred credits                       403,818               402,926
                                           -------------      ----------------
   TOTAL CAPITALIZATION AND LIABILITIES    $   1,316,375      $      1,321,771
                                           =============      ================

<FN>
The accompanying note is an integral part of the consolidated financial
statements.
</FN>
</TABLE>

                                     5

<PAGE>

<TABLE>

                    CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                      For the three months ended March 31
                                 (Unaudited)

<CAPTION>
 
                                                           (In thousands)
                                                         1997           1996
                                                      ----------     ---------- 
<S>                                                   <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                          $    7,525     $  10,030
  Adjustments to reconcile net income
   to net cash provided by operating activities
     Depreciation and amortization                        11,783        11,131
     Allowance for funds used during construction            161          (392)
     Amortization of investment tax credits                 (448)         (452)
     Deferred income taxes                                  (996)        1,526
     Deferred fuel costs                                   2,788        (1,689)
     Gain on disposition of utility plant, net                (1)           (2)
  Changes in assets and liabilities
     Accounts receivable, net                              1,149         2,755
     Unbilled revenues                                     2,201           409
     Fuel inventory, materials and supplies                1,516        (2,320)
     Accounts payable                                    (27,008)      (19,111)
     Customer deposits                                       (15)          161
     Other deferred accounts                                (721)         (143)
     Taxes accrued                                         9,273         9,379
     Interest accrued                                     (5,307)       (5,630)
  Other, net                                               1,523        (1,011)
                                                      ----------    ----------
     Net cash provided by operating activities             3,423         4,641
                                                      ----------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Additions to utility plant                             (11,884)      (10,761)
  Allowance for funds used during construction              (161)          392
  Sale of utility plant                                       62           153
  Purchase of investments                                                 (100)
  Sale of investments                                                      271
                                                      ----------    ----------
     Net cash used in investing activities               (11,983)      (10,045)
                                                      ----------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                                     3            66
  Redemption of preferred stock                              (72)
  Issuance of long-term debt                                            25,000
  Increase (decrease) in short-term debt, net             15,029       (11,090) 
  Dividends paid on common and preferred stock, net       (9,170)      (8,929)
                                                      ----------    ----------
     Net cash provided by financing activities             5,790        5,047
                                                      ----------    ----------
NET DECREASE IN CASH AND CASH EQUIVALENTS                 (2,770)        (357)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD          20,307       20,621
                                                      ----------    ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD            $   17,537    $   20,264
                                                      ==========    ==========

Supplementary cash flow information                                     
   Interest paid (net of amount capitalized)          $   12,491    $   12,697
                                                      ==========    ==========
   Income taxes paid                                  $    1,500    $        0
                                                      ==========    ==========

<FN>
The accompanying note is an integral part of the consolidated financial
statements.
</FN>
</TABLE>
                                     6 



<PAGE>

                    CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
                   NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)


Note A.  Contingencies

Teche Electric Cooperative, Inc.
--------------------------------


In February 1995, Teche Electric Cooperative, Inc. (Teche) and the Company
executed a Purchase and Sale Agreement (Agreement).  The Agreement calls for
the purchase of all the assets of Teche by the Company for a purchase price,
including the Company's assumption or other discharge of Teche's liabilities,
of approximately $22.4 million.  On March 24, 1997, the board of directors of
Teche voted to extend the Agreement with the Company for an additional twelve
months until March 31, 1998, to allow for the Teche wholesale power contract
with Cajun Electric Power Cooperative, Inc. (Cajun) to be resolved through
Cajun's bankruptcy process. Consummation of the acquisition is subject to a
number of conditions, including approval by the Louisiana Public Service
Commission (LPSC), the Rural Utilities Service (RUS) and other governmental
agencies, successful resolution of Teche's wholesale power supply contract with
Cajun and certain other conditions.  See Item 5 in Part II of this Report for
additional information relating to the proposed Teche acquisition and the Cajun
bankruptcy proceeding.




 
                                      7
<PAGE>
          

                     CENTRAL LOUISIANA ELECTRIC COMPANY, INC.

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 Company's 1996 Form 10-K, the financial statements
and notes contained in Item 8 of the Company's 1996 Form 10-K and the interim
financial statements and note 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, including, without
limitation, the statements under "-Financial Condition - Regulatory Matters"
and Note A to the Consolidated Financial Statements located elsewhere in this
Report regarding the Company's proposed Teche acquisition, the effect of
certain recently proposed legislation, the effect of certain recent Federal
Energy Regulatory Commission (FERC) regulations and other matters, 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

   Net income applicable to common stock totaled $7.0 million for the
three-month period ended March 31, 1997, as compared to $9.5 million for the
corresponding period in 1996.  Net income per primary average common share was
$0.31 for the three-month period ended March 31, 1997, as compared to $0.42 per
share for the same period in 1996.  The following principal factors contributed
to these results:

Operating revenues for the three months ended March 31, 1997 decreased $0.9
million, or 1.0%, as compared to the same period in 1996, primarily due to a
decrease in base revenues, partially offset by an increase in fuel cost
recovery revenues.  For the three months ended March 31, 1997, fuel cost
recovery revenues were $1.0 million, or 2.6%, higher than the same period in
1996. The increase in fuel cost recovery revenues is related to higher natural
gas prices in the first quarter of 1997, which resulted in higher generation
costs as compared to prices in effect and resulting generation costs during the

                                     8
<PAGE>

first quarter of 1996.  Changes in fuel cost have historically had no effect
on net income, as fuel costs are currently 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 regulated by the LPSC (about 99% of
the total fuel cost adjustment) while the remaining portion, regulated by
the FERC, is audited periodically for several years at a time.  Until approval
is received, the adjustments are subject to refund.

Base revenues decreased $1.9 million for the three months ended March 31, 1997,
as compared to the corresponding period in 1996.  This decrease is attributable
to a decline in kilowatt-hour sales to residential and commercial customers
resulting partially from a warmer-than-normal winter in the first quarter of
1997 as compared to a colder-than-normal winter in 1996.  Base revenues were
also affected by the $3.0 million annual reduction of the Company's annual base
rate tariff for electric service effective November 1, 1996, as part of the
October 1996 LPSC earnings review settlement.  For the quarter ended
March 31, 1997, kilowatt-hour sales to regular customers decreased 0.4%,
compared with the same period in 1996.  Residential kilowatt-hour sales
decreased 2.6%, commercial sales declined 4.0%, while sales to industrial
customers increased by 4.4%, compared with the first quarter of 1996.

Operating expenses increased $1.0 million, or 1.2%, for the three months ended
March 31, 1997, compared to the same period in 1996.  This increase in
operating expenses is primarily attributable to an increase in fuel and
purchased power costs, maintenance expenses, and taxes other than income taxes,
partially offset by a decrease in federal and state income taxes.  During
the three months ended March 31, 1997, the increase in fuel used for electric
generation is attributable to the higher cost of natural gas and an increase in
internal generation, compared to the same period in 1996.  Internal generation
increased during the first quarter of 1997, compared to the first quarter of
1996, as a result of a shorter scheduled spring 1997 outage for the Company's
lignite unit.  The Company purchases electric energy from other utilities when
the price of energy purchased is less than the cost to the Company to generate
such energy from its own facilities.  For the quarter ended March 31, 1997, 31%
of the Company's energy requirements were met with purchased power, compared to
40% during the first quarter of 1996. The decrease in purchased power resulted
from a shorter spring 1997 maintenance outage of the Company's lignite
generating unit as compared to the spring 1996 maintenance outage on the same
unit. The $0.9 million increase in maintenance expenses resulted from an
increase in right-of-way reclearing activities by the Company during the three
months ended March 31, 1997, compared to the same period in 1996.  Taxes other
than income taxes increased $1.2 million for the first quarter of 1997 compared
to the corresponding period in 1996, primarily as a result of an additional
property tax accrual for the expiration of a ten-year tax exemption on one of
the Company's generating stations.  Federal and state income taxes decreased
$1.8 million for the first quarter of 1997 compared to the same period in 1996
as a result of lower taxable income in 1997.

 

                                     9
<PAGE>

FINANCIAL CONDITION

Liquidity and Capital Resources

   At March 31, 1997 and 1996, the Company had $80.2 million and $12.0 million,
respectively, of short-term debt outstanding in the form of commercial paper
borrowings and bank loans.  Much of this increase was due to the utilization of
short-term debt to replace the sale of accounts receivable program described
below.  Because of the termination of the receivables program during the
quarter ended March 31, 1997, the Company increased the amount of short-term
debt it could borrow by putting in place an additional $25 million revolving
credit facility with a scheduled termination date of March 19, 1998.  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.
Additionally, at March 31, 1997, an unregulated consolidated subsidiary of
the Company had $13.8 million of cash and temporary cash investments in
securities with original maturities of 90 days or less.

At December 31, 1996, the Company had reduced to zero the amount of receivables
that had been sold under a program which allowed it to sell, on an ongoing
basis, up to $35 million of eligible accounts receivable.  During the quarter
ended March 31, 1997, the Company terminated the accounts receivable program.

On April 8, 1997, the Company issued $15 million of unsecured, noncallable,
medium-term notes, which are due April 9, 2007, at an interest rate of 7.50%.
The notes were issued to refinance $15 million of medium-term notes with a
weighted average interest rate of 9.14%, which will mature on June 30, 1997.
In the interim, proceeds from the issuance of the notes were used to reduce
short-term debt.  Subsequent to the issuance of these notes, the Company has
$165 million of debt issuance capability remaining under its medium-term note
shelf registration statement on file with the Securities and Exchange
Commission.

Regulatory Matters

Wholesale Electric Competition
------------------------------

   On April 24, 1996, the FERC issued Order No. 888, a final rule requiring
open access transmission by all public utilities that own, operate or control
transmission lines.  Each such utility was required to have on file, by
July 9, 1996, a nondiscriminatory open access tariff that offers transmission
customers the same transmission services such utilities provide themselves,
under comparable terms and conditions.  The Company filed its open access
tariff and proposed rate schedule with the FERC on July 8, 1996.  The FERC
accepted the Company's tariff and allowed its proposed rates to go into effect,
subject to refund, on July 9, 1996, but has set all rates for hearing under its
standard review procedures.  Utilities must take transmission service for
their own wholesale transactions under the terms and conditions of their open
access tariffs: after July 9, 1996 for any new transactions, and after
January 1, 1997 for all short-term inter-utility transactions under bilateral
contracts entered into prior to July 9, 1996.  Order No. 888 provides for the
full recovery from a utility's departing customers of wholesale stranded costs

                                    10
<PAGE>


to the extent such costs were prudently incurred to serve wholesale customers
and would go unrecovered if those customers use open access transmission
service to move to another supplier.  The Order also allows customers under
existing wholesale contracts to seek FERC approval to modify their
contracts on a case-by-case basis.


The FERC issued Order No. 888-A on March 4, 1997, which affirmed the basic
provisions of Order No. 888, but clarified several technical issues related to
the implementation of Order No. 888.  Order No. 888-A specified that all
transmission owners were to revise their existing, pro forma, open access
transmission tariffs and standards of conduct thereunder by July 14, 1997 to
comply with the clarifications.

The Company has three wholesale customers, which represented 0.9% of its sales
to regular customers for the twelve months ended March 31, 1997.  Management
cannot predict what, if any, effects Orders No. 888 and 888-A may have on
wholesale prices in the Company's service area.

Retail Electric Competition
---------------------------

   The LPSC has set a general docket, number U-21453, to investigate whether
retail choice is in the best interests of Louisiana electric utility consumers.
In March 1997, the LPSC consolidated all pre-existing, separate company dockets
that involved issues of retail customer choice into the general docket.  In
addition, the LPSC set a tentative schedule of events in the general docket,
which calls for conferences and public hearings during the summer of 1997, with
a LPSC staff report and recommendations on the desirability of retail choice to
be provided to the LPSC in the fall of 1997.

Various federal and state legislative and regulatory bodies are considering a
number of issues in addition to those discussed above that will shape the
future of the electric utility industry.  Such issues include deregulation of
retail electricity sales; the ability of electric utilities to recover
stranded costs; the repeal or modification of the Public Utility Holding
Company Act of 1935; the unbundling of vertically integrated electric utility
companies into separate business segments or companies (i.e., generation,
transmission, distribution and retail energy services); the role of electric
utilities, independent power producers and competitive bidding in the
construction and operation of new generating capacity; and the pricing of
transmission service on an electric utility's transmission system.  The Company
is unable to predict the outcome of such issues or their effect on the
Company's financial position, results of operations or cash flows at this time.



                                     11

<PAGE>

                                   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 25, 1997, 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 25, 1997:

      (1) Election of Directors:
<TABLE>
<CAPTION>

                                                                   Broker
      Class III Directors          For            Withheld        Non-Votes
      -------------------       ----------     ------------      -----------
      <S>                       <C>               <C>                 <C>
      J. Patrick Garrett        20,147,271        130,415             0
      F. Ben James, Jr.         20,140,102        128,404             0
      A. DeLoach Martin, Jr.    20,138,015        138,771             0

</TABLE>

      (2) Approval of the appointment of Coopers & Lybrand L.L.P. as the
          Company's auditors for 1997:

                                                        Broker
            For           Against       Abstain        Non-Votes
           -----         ---------     ---------      -----------
         20,077,242       106,989        93,455             0



Item 5.  OTHER INFORMATION

New Accounting Standard

   In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards "SFAS No. 128 Earnings Per Share" effective
for financial statements issued for periods ending after December 15, 1997. 
The Company does not believe the effect of adopting this statement will have a
material impact on the Company.

                                    12

<PAGE>


New Director

   At the April 25, 1997 board of directors' meeting, the board of directors
elected Richard B. Crowell of Alexandria, Louisiana as a Class I director of
the Company whose term expires at the Company's 1998 annual meeting of
shareholders.  Mr. Crowell is a partner in the law firm of Crowell & Owens in
Alexandria.  He is also a director of Whitney National Bank and Whitney
Holding Corporation, New Orleans.

Cajun Electric Power Cooperative, Inc. (Cajun)

   The Company and Teche have entered into the Agreement whereby the Company
would purchase all of Teche's assets.  See Note A to the Consolidated Financial
Statements included in Part I of this Report. Cajun, which provides power to
Louisiana's electric distribution cooperatives, including Teche, has been in
bankruptcy since December 1994.  Three competing plans of reorganization have
been filed with the bankruptcy court, including a plan sponsored by the
court-appointed Cajun trustee.  Each of the alternative plans includes a
provision for the assignment of Teche's wholesale power supply contract to the
Company or the substitution of a new wholesale power contract between Cajun and
the Company.  This provision is subject to a number of approvals, including
confirmation by the bankruptcy court.

In April 1997, the RUS, Cajun, Teche and the Company filed a joint motion to
dismiss (Joint Motion to Dismiss) Motions for Enforcement of Automatic Stay
that had previously prevented the Company from consummating the acquisition of
Teche in the event all necessary approvals were received.  As part of the
agreement to file the Joint Motion to Dismiss, the RUS, Teche and the
Company signed a Memorandum of Understanding (MOU) requiring, among other
things, that prior to the acquisition of Teche, the Company shall
have negotiated and entered into an interim power purchase agreement with
Cajun's bankruptcy trustee, reasonably acceptable to the RUS, that provides
Cajun's bankruptcy estate with an economic benefit equivalent to that of
Teche's current wholesale power supply contract with Cajun.  Also, the Company
agreed in the MOU not to engage, subject to some limited exceptions, in
unsolicited or hostile attempts to acquire any other electric cooperative in
Louisiana, for a period of at least ten years.  The dismissal of the Motions
for Enforcement of Automatic Stay allows the Company to proceed to satisfy the
conditions precedent to consummating the acquisition of Teche contained in the
Agreement. Such conditions include, among others, approval by the LPSC, the RUS
and certain other governmental agencies, and the expiration or termination of
the applicable periods under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended.

The Company will continue to work with the bankruptcy trustee for the
successful resolution of an interim power purchase agreement.  At this time,
the Company is unable to predict whether and when it will ultimately be
successful in acquiring Teche.


 
                                    13

<PAGE>


Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a) Exhibits

              3    Amended and Restated Bylaws of the Company, as amended to
                   April 25, 1997
                       
              4    $25,000,000 Loan Agreement By and Between Whitney National
                   Bank and the Company, dated March 20, 1997             

             11    Computation of Net Income Per Common Share for the three
                   months ended March 31, 1997 and March 31, 1996

             12    Computation of Earnings to Fixed Charges and Earnings to
                   Combined Fixed Charges and Preferred Stock Dividends for the
                   twelve months ended March 31, 1997
                           
             15    Awareness letter, dated May 14, 1997, 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, 1997, the Company
              filed no Current Reports on Form 8-K.



                                    14 
<PAGE>


                                 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.



                                    CENTRAL LOUISIANA ELECTRIC COMPANY, INC.


                                                  (Registrant)



                              BY:      /s/  John L. Baltes, Jr.
                                     __________________________________
                                                    
                                           John L. Baltes, Jr.
                                               Controller
                                       (Chief Accounting Officer)

Date: May 15, 1997




                                    15