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**EXHIBIT 24(b)**

**CLECO POWER LLC**

**POWER OFATTORNEY**

** **

**                       **WHEREAS,****Cleco Power LLC, a Louisiana limited liability company, (the"Company"), intends to file with the Securities and ExchangeCommission (the "Commission") under the Securities Exchange Act of1934, as amended (the "Act"), an Annual Report on Form 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 manager or officer orboth a manager 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

 

  |

1

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**CLECO POWER LLC**

**POWER OFATTORNEY**

** **

**                       **WHEREAS,****Cleco Power LLC, a Louisiana limited liability company, (the"Company"), intends to file with the Securities and Exchange Commission(the "Commission") under the Securities Exchange Act of 1934, asamended (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 manager or officer orboth a manager 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/ Richard B. Crowell             |
|--|------------------------------------|
|  | Richard B. Crowell

 

  |

2

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**CLECO POWER LLC**

**POWER OFATTORNEY**

** **

**                       **WHEREAS,****Cleco Power LLC, a Louisiana limited liability company, (the"Company"), intends to file with the Securities and ExchangeCommission (the "Commission") under the Securities Exchange Act of1934, as amended (the "Act"), an Annual Report on Form 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 manager or officer orboth a manager 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

 

  |

3

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**CLECO POWER LLC**

**POWER OFATTORNEY**

** **

**                       **WHEREAS,****Cleco Power LLC, a Louisiana limited liability company, (the"Company"), intends to file with the Securities and ExchangeCommission (the "Commission") under the Securities Exchange Act of1934, as amended (the "Act"), an Annual Report on Form 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 manager or officer orboth a manager 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 virtue hereof.

                        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.

 

  |

4

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**CLECO POWER LLC**

**POWER OFATTORNEY**

** **

**                       **WHEREAS,****Cleco Power LLC, a Louisiana limited liability company, (the"Company"), intends to file with the Securities and ExchangeCommission (the "Commission") under the Securities Exchange Act of1934, as amended (the "Act"), an Annual Report on Form 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 manager or officer orboth a manager 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/ Elton R. King             |
|--|-------------------------------|
|  | Elton R. King

 

  |

5

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**CLECO POWER LLC**

**POWER OFATTORNEY**

** **

**                       **WHEREAS,****Cleco Power LLC, a Louisiana limited liability company, (the"Company"), intends to file with the Securities and ExchangeCommission (the "Commission") under the Securities Exchange Act of1934, as amended (the "Act"), an Annual Report on Form 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 manager or officer orboth a manager 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 as ofthe 23rd day of January, 2004.

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

 

  |

6

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**CLECO POWER LLC**

**POWER OFATTORNEY**

** **

**                       **WHEREAS,****Cleco Power LLC, a Louisiana limited liability company, (the"Company"), intends to file with the Securities and ExchangeCommission (the "Commission") under the Securities Exchange Act of1934, as amended (the "Act"), an Annual Report on Form 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 manager or officer orboth a manager and officer of the Company, as the case may be, does herebyappoint David M. Eppler 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 inhis name, place and stead, in any and all capacities, the Form 10-K and any andall amendments 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/ Ray B. Nesbitt             |
|--|--------------------------------|
|  | Ray B. Nesbitt

 

  |

7

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**CLECO POWER LLC**

**POWER OFATTORNEY**

** **

**                       **WHEREAS,****Cleco Power LLC, a Louisiana limited liability company, (the"Company"), intends to file with the Securities and ExchangeCommission (the "Commission") under the Securities Exchange Act of1934, as amended (the "Act"), an Annual Report on Form 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 manager or officer orboth a manager 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/ Robert T. Ratcliff             |
|--|------------------------------------|
|  | Robert T. Ratcliff

 

  |

8

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**CLECO POWER LLC**

**POWER OFATTORNEY**

** **

**                       **WHEREAS,****Cleco Power LLC, a Louisiana limited liability company, (the"Company"), intends to file with the Securities and ExchangeCommission (the "Commission") under the Securities Exchange Act of1934, as amended (the "Act"), an Annual Report on Form 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 manager or officer orboth a manager 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.

 

  |

9

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**CLECO POWER LLC**

**POWER OFATTORNEY**

** **

**                       **WHEREAS,****Cleco Power LLC, a Louisiana limited liability company, (the"Company"), intends to file with the Securities and ExchangeCommission (the "Commission") under the Securities Exchange Act of1934, as amended (the "Act"), an Annual Report on Form 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 manager or officer orboth a manager 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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