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**EXHIBIT 24(a)**

**CLECOCORPORATION**

**POWER OFATTORNEY**

** **

**                       **WHEREAS,****Cleco Corporation, a Louisiana corporation (the "Company"),intends to file with the Securities and Exchange Commission (the"Commission") under the Securities Exchange Act of 1934, as amended(the "Act"), an Annual Report on Form 10-K (the "Form10-K") for the Company's fiscal year ended December 31, 2003, with any andall amendments thereto as may be necessary or appropriate, together with anyand all exhibits and other documents having relation to the Form 10-K;

                        NOW,THEREFORE,****the undersigned, in the capacity of a director or officer orboth a director and officer of the Company, as the case may be, does herebyappoint David M. Eppler and R. O'Neal Chadwick, Jr., and each of themseverally, his true and lawful attorney(s)-in-fact and agent(s) with power toact without the other, with full power of substitution and resubstitution, toexecute in his name, place and stead, in any and all capacities, the Form 10-Kand any and all amendments thereto and any and all instruments necessary orincidental in connection therewith, to file the same with the Commission and toappear before the Commission in connection with any matter relating thereto. Each of said attorneys-in-fact and agents shall have full power and authorityto do and perform in the name and on behalf of the undersigned, in any and allcapacities, every act whatsoever necessary or desirable to be done in thepremises, as fully and to all intents and purposes as the undersigned might orcould do in person, the undersigned hereby ratifying, approving and confirmingthe acts that said attorneys-in-fact and agents and each of them, or their orhis substitutes or substitute, may lawfully do or cause to be done by virtuehereof.

                        INWITNESS WHEREOF,****the undersigned has executed this power of attorney asof the 23rd day of January, 2004.

|  | /s/ Sherian G. Cadoria             |
|--|------------------------------------|
|  | Sherian G. Cadoria

 

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1

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**CLECO CORPORATION**

**POWER OF ATTORNEY**

** **

**                       **WHEREAS,****Cleco Corporation, a Louisiana corporation (the "Company"), intends to filewith the Securities and Exchange Commission (the "Commission") under theSecurities Exchange Act of 1934, as amended (the "Act"), an Annual Report onForm 10-K (the "Form 10-K") for the Company's fiscal year ended December 31,2003, with any and all amendments thereto as may be necessary or appropriate,together with any and all exhibits and other documents having relation to theForm 10-K;

                       NOW, THEREFORE,****the undersigned, in the capacity of a director or officeror both a director and officer of the Company, as the case may be, does herebyappoint David M. Eppler and R. O'Neal Chadwick, Jr., and each of them severally,his true and lawful attorney(s)-in-fact and agent(s) with power to act withoutthe other, with full power of substitution and resubstitution, to execute in hisname, place and stead, in any and all capacities, the Form 10-K and any and allamendments thereto and any and all instruments necessary or incidental inconnection therewith, to file the same with the Commission and to appear beforethe Commission in connection with any matter relating thereto.  Each ofsaid attorneys-in-fact and agents shall have full power and authority to do andperform in the name and on behalf of the undersigned, in any and all capacities,every act whatsoever necessary or desirable to be done in the premises, as fullyand to all intents and purposes as the undersigned might or could do in person,the undersigned hereby ratifying, approving and confirming the acts that saidattorneys-in-fact and agents and each of them, or their or his substitutes orsubstitute, may lawfully do or cause to be done by virtue hereof.

                       IN WITNESS WHEREOF,****the undersigned has executed this power of attorneyas of the 23rd day of January, 2004.

|  | /s/ Richard B. Crowell             |
|--|------------------------------------|
|  | Richard B. Crowell

 

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2

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**CLECOCORPORATION**

**POWER OFATTORNEY**

** **

**                       **WHEREAS,****Cleco Corporation, a Louisiana corporation (the "Company"),intends to file with the Securities and Exchange Commission (the"Commission") under the Securities Exchange Act of 1934, as amended(the "Act"), an Annual Report on Form 10-K (the "Form10-K") for the Company's fiscal year ended December 31, 2003, with any andall amendments thereto as may be necessary or appropriate, together with any andall exhibits and other documents having relation to the Form 10-K;

                        NOW,THEREFORE,****the undersigned, in the capacity of a director or officer orboth a director and officer of the Company, as the case may be, does herebyappoint David M. Eppler and R. O'Neal Chadwick, Jr., and each of themseverally, his true and lawful attorney(s)-in-fact and agent(s) with power toact without the other, with full power of substitution and resubstitution, toexecute in his name, place and stead, in any and all capacities, the Form 10-Kand any and all amendments thereto and any and all instruments necessary orincidental in connection therewith, to file the same with the Commission and toappear before the Commission in connection with any matter relating thereto. Each of said attorneys-in-fact and agents shall have full power and authorityto do and perform in the name and on behalf of the undersigned, in any and allcapacities, every act whatsoever necessary or desirable to be done in thepremises, as fully and to all intents and purposes as the undersigned might orcould do in person, the undersigned hereby ratifying, approving and confirmingthe acts that said attorneys-in-fact and agents and each of them, or their orhis substitutes or substitute, may lawfully do or cause to be done by virtuehereof.

                        INWITNESS WHEREOF,****the undersigned has executed this power of attorney asof the 23rd day of January, 2004.

|  | /S/ J. Patrick Garrett             |
|--|------------------------------------|
|  | J. Patrick Garrett

 

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3

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**CLECOCORPORATION**

**POWER OFATTORNEY**

** **

**                       **WHEREAS,****Cleco Corporation, a Louisiana corporation (the "Company"),intends to file with the Securities and Exchange Commission (the"Commission") under the Securities Exchange Act of 1934, as amended(the "Act"), an Annual Report on Form 10-K (the "Form10-K") for the Company's fiscal year ended December 31, 2003, with any andall amendments thereto as may be necessary or appropriate, together with anyand all exhibits and other documents having relation to the Form 10-K;

                        NOW,THEREFORE,****the undersigned, in the capacity of a director or officer orboth a director and officer of the Company, as the case may be, does herebyappoint David M. Eppler and R. O'Neal Chadwick, Jr., and each of themseverally, his true and lawful attorney(s)-in-fact and agent(s) with power to actwithout the other, with full power of substitution and resubstitution, toexecute in his name, place and stead, in any and all capacities, the Form 10-Kand any and all amendments thereto and any and all instruments necessary orincidental in connection therewith, to file the same with the Commission and toappear before the Commission in connection with any matter relating thereto. Each of said attorneys-in-fact and agents shall have full power and authorityto do and perform in the name and on behalf of the undersigned, in any and allcapacities, every act whatsoever necessary or desirable to be done in thepremises, as fully and to all intents and purposes as the undersigned might orcould do in person, the undersigned hereby ratifying, approving and confirmingthe acts that said attorneys-in-fact and agents and each of them, or their orhis substitutes or substitute, may lawfully do or cause to be done by virtuehereof.

                        INWITNESS WHEREOF,****the undersigned has executed this power of attorney asof the 23rd day of January, 2004.

|  | /s/ Elton R. King             |
|--|-------------------------------|
|  | Elton R. King

 

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4

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**CLECOCORPORATION**

**POWER OFATTORNEY**

** **

**                       **WHEREAS,****Cleco Corporation, a Louisiana corporation (the "Company"),intends to file with the Securities and Exchange Commission (the"Commission") under the Securities Exchange Act of 1934, as amended(the "Act"), an Annual Report on Form 10-K (the "Form10-K") for the Company's fiscal year ended December 31, 2003, with any andall amendments thereto as may be necessary or appropriate, together with anyand all exhibits and other documents having relation to the Form 10-K;

                        NOW,THEREFORE,****the undersigned, in the capacity of a director or officer orboth a director and officer of the Company, as the case may be, does herebyappoint David M. Eppler and R. O'Neal Chadwick, Jr., and each of themseverally, his true and lawful attorney(s)-in-fact and agent(s) with power toact without the other, with full power of substitution and resubstitution, toexecute in his name, place and stead, in any and all capacities, the Form 10-Kand any and all amendments thereto and any and all instruments necessary orincidental in connection therewith, to file the same with the Commission and toappear before the Commission in connection with any matter relating thereto. Each of said attorneys-in-fact and agents shall have full power and authorityto do and perform in the name and on behalf of the undersigned, in any and allcapacities, every act whatsoever necessary or desirable to be done in thepremises, as fully and to all intents and purposes as the undersigned might orcould do in person, the undersigned hereby ratifying, approving and confirmingthe acts that said attorneys-in-fact and agents and each of them, or their orhis substitutes or substitute, may lawfully do or cause to be done by virtuehereof.

                        INWITNESS WHEREOF,****the undersigned has executed this power of attorney asof the 23rd day of January, 2004.

|  | /s/ William L. Marks             |
|--|----------------------------------|
|  | William L. Marks

 

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5

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**CLECOCORPORATION**

**POWER OFATTORNEY**

** **

**                       **WHEREAS,****Cleco Corporation, a Louisiana corporation (the "Company"),intends to file with the Securities and Exchange Commission (the"Commission") under the Securities Exchange Act of 1934, as amended(the "Act"), an Annual Report on Form 10-K (the "Form10-K") for the Company's fiscal year ended December 31, 2003, with any andall amendments thereto as may be necessary or appropriate, together with anyand all exhibits and other documents having relation to the Form 10-K;

                        NOW,THEREFORE,****the undersigned, in the capacity of a director or officer orboth a director and officer of the Company, as the case may be, does hereby appointDavid M. Eppler and R. O'Neal Chadwick, Jr., and each of them severally, histrue and lawful attorney(s)-in-fact and agent(s) with power to act without theother, with full power of substitution and resubstitution, to execute in hisname, place and stead, in any and all capacities, the Form 10-K and any and allamendments thereto and any and all instruments necessary or incidental inconnection therewith, to file the same with the Commission and to appear beforethe Commission in connection with any matter relating thereto.  Each of saidattorneys-in-fact and agents shall have full power and authority to do andperform in the name and on behalf of the undersigned, in any and allcapacities, every act whatsoever necessary or desirable to be done in the premises,as fully and to all intents and purposes as the undersigned might or could doin person, the undersigned hereby ratifying, approving and confirming the actsthat said attorneys-in-fact and agents and each of them, or their or hissubstitutes or substitute, may lawfully do or cause to be done by virtuehereof.

                        INWITNESS WHEREOF,****the undersigned has executed this power of attorney asof the 23rd day of January, 2004.

|  | /s/ Ray B. Nesbitt             |
|--|--------------------------------|
|  | Ray B. Nesbitt

 

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6

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**CLECO CORPORATION**

**POWER OFATTORNEY**

** **

**                       **WHEREAS,****Cleco Corporation, a Louisiana corporation (the "Company"),intends to file with the Securities and Exchange Commission (the"Commission") under the Securities Exchange Act of 1934, as amended(the "Act"), an Annual Report on Form 10-K (the "Form10-K") for the Company's fiscal year ended December 31, 2003, with any andall amendments thereto as may be necessary or appropriate, together with anyand all exhibits and other documents having relation to the Form 10-K;

                        NOW, THEREFORE,****the undersigned, in the capacity of a director or officer or both adirector and officer of the Company, as the case may be, does hereby appointDavid M. Eppler and R. O'Neal Chadwick, Jr., and each of them severally, histrue and lawful attorney(s)-in-fact and agent(s) with power to act without theother, with full power of substitution and resubstitution, to execute in hisname, place and stead, in any and all capacities, the Form 10-K and any and allamendments thereto and any and all instruments necessary or incidental inconnection therewith, to file the same with the Commission and to appear beforethe Commission in connection with any matter relating thereto.  Each of saidattorneys-in-fact and agents shall have full power and authority to do andperform in the name and on behalf of the undersigned, in any and allcapacities, every act whatsoever necessary or desirable to be done in thepremises, as fully and to all intents and purposes as the undersigned might orcould do in person, the undersigned hereby ratifying, approving and confirmingthe acts that said attorneys-in-fact and agents and each of them, or their orhis substitutes or substitute, may lawfully do or cause to be done by virtuehereof.

                        INWITNESS WHEREOF,****the undersigned has executed this power of attorney asof the 23rd day of January, 2004.

|  | /s/ Robert T. Ratcliff             |
|--|------------------------------------|
|  | Robert T. Ratcliff

 

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7

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**CLECOCORPORATION**

**POWER OFATTORNEY**

** **

**                       **WHEREAS,****Cleco Corporation, a Louisiana corporation (the "Company"),intends to file with the Securities and Exchange Commission (the"Commission") under the Securities Exchange Act of 1934, as amended(the "Act"), an Annual Report on Form 10-K (the "Form10-K") for the Company's fiscal year ended December 31, 2003, with any andall amendments thereto as may be necessary or appropriate, together with anyand all exhibits and other documents having relation to the Form 10-K;

                        NOW,THEREFORE,****the undersigned, in the capacity of a director or officer orboth a director and officer of the Company, as the case may be, does herebyappoint David M. Eppler and R. O'Neal Chadwick, Jr., and each of themseverally, his true and lawful attorney(s)-in-fact and agent(s) with power toact without the other, with full power of substitution and resubstitution, toexecute in his name, place and stead, in any and all capacities, the Form 10-Kand any and all amendments thereto and any and all instruments necessary orincidental in connection therewith, to file the same with the Commission and toappear before the Commission in connection with any matter relating thereto. Each of said attorneys-in-fact and agents shall have full power and authorityto do and perform in the name and on behalf of the undersigned, in any and allcapacities, every act whatsoever necessary or desirable to be done in thepremises, as fully and to all intents and purposes as the undersigned might orcould do in person, the undersigned hereby ratifying, approving and confirmingthe acts that said attorneys-in-fact and agents and each of them, or their orhis substitutes or substitute, may lawfully do or cause to be done by virtuehereof.

                        INWITNESS WHEREOF,****the undersigned has executed this power of attorney asof the 23rd day of January, 2004.

|  | /s/ William H. Walker, Jr.             |
|--|----------------------------------------|
|  | William H. Walker, Jr.

 

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8

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**CLECOCORPORATION**

**POWER OFATTORNEY**

** **

**                       **WHEREAS,****Cleco Corporation, a Louisiana corporation (the "Company"),intends to file with the Securities and Exchange Commission (the"Commission") under the Securities Exchange Act of 1934, as amended(the "Act"), an Annual Report on Form 10-K (the "Form10-K") for the Company's fiscal year ended December 31, 2003, with any andall amendments thereto as may be necessary or appropriate, together with anyand all exhibits and other documents having relation to the Form 10-K;

                        NOW,THEREFORE,****the undersigned, in the capacity of a director or officer orboth a director and officer of the Company, as the case may be, does herebyappoint David M. Eppler and R. O'Neal Chadwick, Jr., and each of themseverally, his true and lawful attorney(s)-in-fact and agent(s) with power toact without the other, with full power of substitution and resubstitution, toexecute in his name, place and stead, in any and all capacities, the Form 10-Kand any and all amendments thereto and any and all instruments necessary orincidental in connection therewith, to file the same with the Commission and toappear before the Commission in connection with any matter relating thereto. Each of said attorneys-in-fact and agents shall have full power and authorityto do and perform in the name and on behalf of the undersigned, in any and allcapacities, every act whatsoever necessary or desirable to be done in thepremises, as fully and to all intents and purposes as the undersigned might orcould do in person, the undersigned hereby ratifying, approving and confirmingthe acts that said attorneys-in-fact and agents and each of them, or their orhis substitutes or substitute, may lawfully do or cause to be done by virtuehereof.

                        INWITNESS WHEREOF,****the undersigned has executed this power of attorney asof the 23rd day of January, 2004.

|  | /s/ W. Larry Westbrook             |
|--|------------------------------------|
|  | W. Larry Westbrook

 

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9

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**CLECOCORPORATION**

**POWER OFATTORNEY**

** **

**                       **WHEREAS,****Cleco Corporation, a Louisiana corporation (the "Company"), intendsto file with the Securities and Exchange Commission (the"Commission") under the Securities Exchange Act of 1934, as amended(the "Act"), an Annual Report on Form 10-K (the "Form10-K") for the Company's fiscal year ended December 31, 2003, with any andall amendments thereto as may be necessary or appropriate, together with anyand all exhibits and other documents having relation to the Form 10-K;

                        NOW,THEREFORE,****the undersigned, in the capacity of a director or officer orboth a director and officer of the Company, as the case may be, does herebyappoint David M. Eppler and R. O'Neal Chadwick, Jr., and each of themseverally, his true and lawful attorney(s)-in-fact and agent(s) with power toact without the other, with full power of substitution and resubstitution, toexecute in his name, place and stead, in any and all capacities, the Form 10-Kand any and all amendments thereto and any and all instruments necessary orincidental in connection therewith, to file the same with the Commission and toappear before the Commission in connection with any matter relating thereto. Each of said attorneys-in-fact and agents shall have full power and authorityto do and perform in the name and on behalf of the undersigned, in any and allcapacities, every act whatsoever necessary or desirable to be done in thepremises, as fully and to all intents and purposes as the undersigned might orcould do in person, the undersigned hereby ratifying, approving and confirmingthe acts that said attorneys-in-fact and agents and each of them, or their orhis substitutes or substitute, may lawfully do or cause to be done by virtuehereof.

                        INWITNESS WHEREOF,****the undersigned has executed this power of attorney asof the 23rd day of January, 2004.

|  | /s/ F. Ben James, Jr.             |
|--|-----------------------------------|
|  | F. Ben James, Jr.

 

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