CLECO
              POWER LLC
            EXHIBIT
                31(b)




Certification




I,
      Michael H. Madison, certify that:


1. I have reviewed this annual
      report on Form 10-K of Cleco Power LLC;


2. Based on my knowledge,
      this
      report does not contain any untrue statement of a material fact or omit to
      state
      a material fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not misleading with respect
      to the period covered by this report;


3. Based on my knowledge,
      the
      financial statements, and other financial information included in this report,
      fairly present in all material respects the financial condition, results of
      operations and cash flows of the registrant as of, and for, the periods
      presented in this report;


4. The registrant’s other
      certifying officer(s) and I are responsible for establishing and maintaining
      disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
      and 15d-15(e)) for the registrant and have:


a) Designed such disclosure
      controls and procedures, or caused such disclosure controls and procedures
      to be
      designed under our supervision, to ensure that material information relating
      to
      the registrant, including its consolidated subsidiaries, is made known to us
      by
      others within those entities, particularly during the period in which this
      report is being prepared;


b) Evaluated the effectiveness
      of
      the registrant’s disclosure controls and procedures and presented in this report
      our conclusions about the effectiveness of the disclosure controls and
      procedures, as of the end of the period covered by this report based on such
      evaluation; and


c) Disclosed in this report
      any
      change in the registrant’s internal control over financial reporting that
      occurred during the registrant’s most recent fiscal quarter (the registrant’s
      fourth fiscal quarter in the case of an annual report) that has materially
      affected, or is reasonably likely to materially affect, the registrant’s
      internal control over financial reporting; and


5. The registrant’s other
      certifying officer(s) and I have disclosed, based on our most recent evaluation
      of internal control over financial reporting, to the registrant’s auditors and
      the audit committee of the registrant’s board of directors (or persons
      performing the equivalent functions):


a) All significant deficiencies
      and material weaknesses in the design or operation of internal control over
      financial reporting which are reasonably likely to adversely affect the
      registrant’s ability to record, process, summarize and report financial
      information; and


b) Any fraud, whether or not
      material, that involves management or other employees who have a significant
      role in the registrant’s internal control over financial reporting.








Date:
                February 27, 2007
              
              
              
              /s/ 
                Michael H. MadisonMichael
                H. MadisonChief Executive
                Officer











CLECO
                  POWER LLC
              EXHIBIT
                  31(b)
  Certification




I, Kathleen F. Nolen, certify
      that:




1. I have reviewed this annual
      report on Form 10-K of Cleco Power LLC;




2. Based on my knowledge, this
      report does not contain any untrue statement of a material fact or omit to
      state
      a material fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not misleading with respect
      to the period covered by this report;




3. Based on my knowledge, the
      financial statements, and other financial information included in this report,
      fairly present in all material respects the financial condition, results of
      operations and cash flows of the registrant as of, and for, the periods
      presented in this report;




4. The registrant’s other
      certifying officer(s) and I are responsible for establishing and maintaining
      disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
      and 15d-15(e)) for the registrant and have:




a) Designed such disclosure
      controls and procedures, or caused such disclosure controls and procedures
      to be
      designed under our supervision, to ensure that material information relating
      to
      the registrant, including its consolidated subsidiaries, is made known to us
      by
      others within those entities, particularly during the period in which this
      report is being prepared;




b) Evaluated the effectiveness
      of
      the registrant’s disclosure controls and procedures and presented in this report
      our conclusions about the effectiveness of the disclosure controls and
      procedures, as of the end of the period covered by this report based on such
      evaluation; and




c) Disclosed in this report
      any
      change in the registrant’s internal control over financial reporting that
      occurred during the registrant’s most recent fiscal quarter (the registrant’s
      fourth fiscal quarter in the case of an annual report) that has materially
      affected, or is reasonably likely to materially affect, the registrant’s
      internal control over financial reporting; and




5. The registrant’s other
      certifying officer(s) and I have disclosed, based on our most recent evaluation
      of internal control over financial reporting, to the registrant’s auditors and
      the audit committee of the registrant’s board of directors (or persons
      performing the equivalent functions):




a) All significant deficiencies
      and material weaknesses in the design or operation of internal control over
      financial reporting which are reasonably likely to adversely affect the
      registrant’s ability to record, process, summarize and report financial
      information; and




b) Any fraud, whether or not
      material, that involves management or other employees who have a significant
      role in the registrant’s internal control over financial reporting.







Date:
                February 27, 2007
              
              
              /s/
                Kathleen F. NolenKathleen
                F. Nolen
              Senior
                Vice President and
              Chief
                Financial Officer