----

 

**UNITEDSTATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.  20549**

__________________

**FORM 10-K/A**

**Amendment No. 1**

** **

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

For the fiscal year ended December 31, 2004Or

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

____________________________________

** Commissionfile number 0-01272**

**CLECO POWER LLC***(Exact name ofregistrant as specified in its charter)*

| ** **                                                                                   | ** **                                           |
|----------------------------------------------------------------------------------------------|------------------------------------------------------|
| **Louisiana***(State or other jurisdiction of incorporation or organization)*                | **72-0244480***(I.R.S. Employer Identification No.)* |
| ** **                                                                                   | ** **                                           |
| **2030 Donahue  Ferry Road, Pineville, Louisiana***(Address of principal executive offices)* | **71360-5226***(Zip Code)*                           |
| ** **                                                                                   | ** **                                           |
| **Registrant's telephone number, including area code:  (318)  484-7400**

** **    |
| ** **                                                                                   |
| **Securities registered pursuant to Section 12(b) of the Act:**                              |
| ** **                                                                                   |
| **Title  of each class**                                                                     | ** **                                           | **Name  of each exchange on which registered** |
| 6.52% Medium-Term Notes due 2009                                                             |                                                      | New York Stock Exchange |
|                                                                                              |                                                      | **Securities registered pursuant to Section 12(g) of the Act:**

**Title  of each class**

Membership Interests 

**Cleco****Power LLC, a wholly owned subsidiary of Cleco Corporation, meets the  conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K  and is therefore filing this Form 10-K with the reduced disclosure format. **

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 __ 

Indicate  by check mark if disclosure of delinquent filers pursuant to Item 405 of  Regulation S-K is not contained herein, and will not be contained, to the  best of the registrant's knowledge, in definitive proxy or information  statements incorporated by reference in Part III of this Form 10-K or any  amendment to this Form 10-K.     n/a     

Indicate  by check mark whether the registrant is an accelerated filer (as defined in  Rule 12b-2 of the Exchange Act)  Yes          No __x_

As    of June 28, 2005, all of Cleco Power's Membership Interests were owned by    Cleco Corporation.
 

**EXPLANATORYNOTE**

**   **Thisamendment No. 1 to Cleco Power LLC's 2004 Annual Report on Form 10-K filed with theSecurities and Exchange Commission on March 14, 2005 (the "10-K"), is made tofile Financial Statement Schedule II (Valuation and Qualifying Accounts ofCleco Power) and certain exhibits to the 10-K on behalf of Cleco Power.

    The10-K is a combined Form 10-K filed separately by Cleco Corporation, the parentcompany of Cleco Power, and Cleco Power.  This Form 10-K/A is filed separatelyby Cleco Power and relates only to and amends only the 10-K as separately filedby Cleco Power.  This amendment consists solely of the preceding cover page,this explanatory note, the information required by Item 15 of Form 10-K, asignature page, the independent registered public accounting firm's consent and certifications required to befiled as exhibits hereto.  In accordance with Rule 12b-15 promulgated under theSecurities Exchange Act of 1934, the complete text of Item 15, as amended, isincluded herein.  However, other than the inclusion of Financial StatementSchedule II (Valuationand Qualifying Accounts of Cleco Power), no changes to any financial statementsin the 10-K have been made.

 

2

PART IV

**ITEM 15.**     EXHIBITS AND FINANCIAL STATEMENTSCHEDULES

 

    FORM 10-K ANNUAL

         REPORT(1)

 

Report of Independent Registered Public  Accounting Firm

61
15(a)(1)
Financial Statements of Cleco Power

     Cleco Power Statements of Income for the  years ended December 31, 2004, 2003, and 2002

62

     Cleco Power Balance Sheets at December 31,  2004, and 2003

63

     Cleco Power Statements of Cash Flows for the  years ended December 31, 2004, 2003, and 2002

64

     Cleco Power Statements of Comprehensive  Income for the years ended December 31, 2004, 2003, and 2002

65

     Cleco Power Statements of Changes in  Member's Equity for the years ended December 31, 2004, 2003, and 2002

65

15(a)(2)

Financial Statement Schedules

Report of Independent Registered Public  Accounting Firm

6

Schedule II - Valuation and Qualifying Accounts

7

Financial Statement Schedules other than those  shown in the above index are omitted because they are either not required or  not applicable or the required information is shown in the Financial  Statements and Notes thereto.

15(a)(3)

List of Exhibits

4

(1)     Pagenumber cross references to items under 15(a)(1) are to the Form 10-K filedMarch 14, 2005.  Page number cross references to items under 15(a)(2) and15(a)(3) are to this Form 10-K/A.

    TheExhibits designated by an asterisk were filed on March 14, 2005 with the Form10-K to which this Form 10-K/A relates.  The Exhibits not sodesignated have been previously filed with the SEC and are incorporated hereinby reference.  The Exhibits designated by two asterisks aremanagement contracts and compensatory plans and arrangements required to befiled as Exhibits to this Report.  The Exhibits designated by threeasterisks are filed herewith.
 
 

3

EXHIBITS

 

SEC FILE ORREGISTRATIONNUMBER

REGISTRATIONSTATEMENT ORREPORT

EXHIBITNUMBER

        2(a)

Joint Agreement of Merger of Cleco Utility Group  Inc. with and into Cleco Power LLC, dated December 15, 2000

333-52540

S-3/A (1/26/01)

2

        3(a)

Articles of Organization and Initial Report of  Cleco Power LLC, dated December 11, 2000

533-52540

S-3/A(1/26/01)

3(a)

        3(b)

Operating Agreement of Cleco Power LLC amended as  of April 26, 2002

1-15759

10-Q(3/30/02)

3(b)

        4(a)(1)

Indenture of Mortgage dated as of July 1,  1950, between the Company and First National Bank of New Orleans, as Trustee

1-5663

10-K(1997)

4(a)(1)

        4(a)(2)

First Supplemental Indenture dated as of  October 1, 1951, to Exhibit 4(a)(1)

1-5663

10-K(1997)

4(a)(2)

        4(a)(3)

Second Supplemental Indenture dated as of  June 1, 1952, to Exhibit 4(a)(1)

1-5663

10-K(1997)

4(a)(3)

        4(a)(4)

Third Supplemental Indenture dated as of  January 1, 1954, to Exhibit 4(a)(1)

1-5663

10-K(1997)

4(a)(4)

        4(a)(5)

Fourth Supplemental Indenture dated as of  November 1, 1954, to Exhibit 4(a)(1)

1-5663

10-K(1997)

4(a)(5)

        4(a)(6)

Tenth Supplemental Indenture dated as of  September 1, 1965, to Exhibit 4(a)(1)

1-5663

10-K(1986)

4(a)(11)

        4(a)(7)

Eleventh Supplemental Indenture dated as of  April 1, 1969, to Exhibit 4(a)(1)

1-5663

10-K(1998)

4(a)(8)

        4(a)(8)

Eighteenth Supplemental Indenture dated as of  December 1, 1982, to Exhibit 4(a)(1)

1-5663

10-K(1993)

4(a)(8)

        4(a)(9)

Nineteenth Supplemental Indenture dated as of  January 1, 1983, to Exhibit 4(a)(1)

1-5663

10-K(1993)

4(a)(9)

        4(a)(10)

Twenty-Sixth Supplemental Indenture dated as of  March 15, 1990, to Exhibit 4(a)(1)

1-5663

8-K(3/90)

4(a)(27)

        4(b)

Indenture between the Company and Bankers Trust  Company, as Trustee, dated as of October 1, 1988

33-24896

S-3(10/11/88)

4(b)

        4(b)(1) 

Agreement Appointing Successor Trustee dated as  of April 1, 1996, by and among Central Louisiana Electric Company, Inc.,  Bankers Trust Company, and The Bank of New York

333-02895

S-3(4/26/96)

4(a)(2)

        4(c)

Agreement Under Regulation S‐K Item  601(b)(4)(iii)(A)

333-71643-01

10-Q(9/99)

4(c)

        4(d)

First Supplemental Indenture, dated as of  December 1, 2000, between Cleco Utility Group Inc. and the Bank of New York

333-52540

S-3/A(1/26/01)

4(a)(2)

        4(e)

Second Supplemental Indenture, dated as of  January 1, 2001, between Cleco Power LLC and The Bank of New York

333-52540

S-3/A(1/26/01)

4(a)(3)

        4(f)

Third Supplemental Indenture, dated as of April  26, 2001, between Cleco Power LLC and the Bank of New York

1-5663

8-K(4/01)

4(a)

        4(g)

Fourth Supplemental Indenture, dated as of  February 1, 2002, between Cleco Power LLC and the Bank of New York

1-5663

8-K(2/02)

4.1

        4(h)

Fifth Supplemental Indenture, dated as of May 1,  2002, between Cleco Power LLC and the Bank of New York

1-5663

8-K(5/8/02)

4.1

        4(i) 

Form of Sixth Supplemental Indenture providing  for the issuance of $75,000,000 principal amount of 5.375% Notes due     May 1,  2013

333-71643-01

10-Q(3/31/03)

4(a)

        4(i)(1)

Form of $75,000,000 5.375% Notes due May 1, 2013

333-71643-01

10-Q(3/31/03)

4(b)

  **10(a)

1990 Long-Term Incentive Compensation Plan

1-5663

1990 Proxy Statement (4/90)

A

  **10(b)

Participation Agreement, Annual Incentive Compensation  Plan

1-5663

10-K(1999)

10(c)

  **10(c)

Deferred Compensation Plan for Directors

1-5663

10-K(1992)

10(n)

  **10(d)(1)

Supplemental Executive Retirement Plan

1-5663

10-K(1992)

10(o)(1)

  **10(d)(2)

Form of Supplemental Executive Retirement Plan  Participation Agreement between Cleco and the following officers: Gregory L. Nesbitt, David M. Eppler, Catherine C. Powell and  Mark H. Segura 

    1-5663

    10-K(1992)

    10(o)(2)

  **10(e)

Form of Executive Severance Agreement between  Cleco and the following officers:  David M. Eppler, Catherine C.  Powell and Mark H. Segura

1-5663

10-K(1995)

10(f)

       10(f)(1)

Term Loan Agreement dated as of April 2,  1991, among the 401(k) Savings and Investment Plan ESOP Trust, the Company,        as Guarantor, the Banks listed therein and The Bank of New York, as Agent

1-5663

10-Q(3/91)

4(b)

       10(f)(2)

Assignment and Assumption Agreement, effective as  of May 6, 1991, between The Bank of New York and the Canadian Imperial  Bank of Commerce, relating to Exhibit 10(f)(1)

1-5663

10-Q(3/91)

4(c)

       10(f)(3)

Assignment and Assumption Agreement dated as of  July 3, 1991, between The Bank of New York and Rapides Bank and Trust  Company in Alexandria, relating to Exhibit 10(f)(1)

1-5663

10-K(1991)

10(y)(3)

       10(f)(4)

Assignment and Assumption Agreement dated as of  July 6, 1992, between The Bank of New York, CIBC, Inc. and Rapides     Bank  and Trust Company in Alexandria, as Assignors, the 401(k) Savings and  Investment Plan ESOP Trust, as Borrower,     and the Company, as Guarantor,  relating to Exhibit 10(f)(1)

1-5663

10-K(1992)

10(bb)(4)

       10(g)

Reimbursement Agreement (The Industrial  Development Board of the Parish of Rapides, Inc. (Louisiana) Adjustable  Tender    Pollution Control Revenue Refunding Bonds, Series 1991) dated as of  October 15, 1997, among the Company, various financial institutions, and Westdeutsche Landesbank Gironzentrale, New York Branch, as Agent

1-5663

10-K(1997)

10(I)

       10(h)

Selling Agency Agreement between the Company and  Salomon Brothers Inc., Merrill Lynch & Co., Smith Barney Inc. and First  Chicago Capital Markets, Inc. dated as of December 12, 1996

333-02895

S-3(12/10/96)

1

       10(i)

401(k) Savings and Investment Plan ESOP Trust  Agreement dated as of August 1, 1997, between UMB Bank, N.A. and the Company

1-5663

10-K(1997)

10(m)

       10(i)(1)

First Amendment to 401(k) Savings and Investment  Plan ESOP Trust Agreement dated as of October 1, 1997, between UMB Bank,  N.A. and the Company

1-5663

10-K(1997)

10(m)(1)

       10(i)(2)

401(k) Savings and Investment Plan as amended and  restated effective January 1, 2004

1-5663

10-Q(3/31/04)

10(a)

       10(i)(3)

401(k) Savings and Investment Plan, Stock Trust  Agreement, Amendment Number 2, Effective January 1, 2004

1-5663

10-Q(6/30/04)

10(b)

       10(j)

2000 Long-Term Incentive Compensation Plan

Form 10(11/15/00)

10(j)

  **10(k)

Cleco Corporation 2000 Long-Term Incentive Compensation  Plan, Amendment Number 1, Effective as of  December 12, 2003

333-59692

S-8(4/27/01)

4.3

  **10(l)(1)

2000 Long-Term Incentive Compensation Plan,  Amendment Number 2 effective as of July 23, 2004

1-5663

10-Q(9/30/04)

10(b)

       10(m)

364-Day Credit Agreement dated as of April 30,  2004 among Cleco Power LLC, the Bank of New York, as Administrative Agent,  and the lenders and other parties thereto

1-5663

10-Q(6/30/04)

10(d)

     *12(b)

Computation of Ratios of Earnings to Fixed  Charges

     *23(b)

Consent of Independent Registered Public  Accounting Firm

***23(b)(1)

Consent of Independent Registered Public  Accounting Firm

     *24(b)

Power of Attorney from each Manager of Cleco  Power

4

EXHIBITS

 

SEC FILE ORREGISTRATIONNUMBER

REGISTRATIONSTATEMENT ORREPORT

EXHIBITNUMBER

     *31(b)

CEO and CFO Certification in accordance with section  302 of the Sarbanes-Oxley Act of 2002

***31(b)(1)

CEO and CFO Certification in accordance with section  302 of the Sarbanes-Oxley Act of 2002

     *32(b)

CEO  Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002CFO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002

***32(b)(1)

CEO  Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002CFO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002
****
5

**Report ofIndependent Registered Public Accounting Firm**

**on**

**FinancialStatement Schedule**

 

 

To the Board of Managersof Cleco Power LLC:

Our audits of the financial statements referredto in our report dated March 14, 2005 appearing in the Annual Report on Form 10-K of Cleco Power LLC for the year ended December 31, 2004 also included anaudit of the financial statement schedule of Cleco Power LLC listed in Item15(a)(2) of this Form 10-K/A (Amendment No. 1).  In our opinion, this financialstatement schedule presents fairly, in all material respects, the informationset forth therein when read in conjunction with the related financialstatements.

 

 

/s/ PricewaterhouseCoopers LLP

NewOrleans, Louisiana

March29, 2005

6

CLECO POWER LLC                                                                                                                                                                                                                                                                           SCHEDULEII

VALUATION AND QUALIFYING ACCOUNTSYears ended December 31, 2004, 2003 and 2002

           BALANCE AT

                   ADDITIONS

                      UNCOLLECTIBLE

         BALANCE AT

              BEGINNING

CHARGED TO COSTS
             ACCOUNT WRITE-OFFS

                 END OF

ALLOWANCE FOR UNCOLLECTIBLE    ACCOUNTS (THOUSANDS)

              OF PERIOD

               AND EXPENSES

               LESS    RECOVERIES

                 PERIOD(1)

**Year Ended December 31, 2004**

**     $         755**

**         $         1,610**

**                $      1,859**

**     $        506**

Year Ended December 31, 2003

        $         846

             $         1,614

                        $      1,705

       $        755

Year Ended December 31, 2002

        $      1,336

             $            688

                        $      1,178

       $        846
(1)  Deducted in the balance sheet                                   
 
            
 

7

Signatures

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this Amendment to be signed on its behalfby the undersigned, thereunto duly authorized.

CLECO POWER LLC

(Registrant) 

By:  

/s/  Michael H. Madison

(Michael H. Madison)

(Chief Executive Officer and Manager)

Date: June 28, 2005

Pursuantto the requirements of the Securities Exchange Act of 1934, this Amendment hasbeen signed below by the following persons on behalf of the Registrant and inthe capacities and on the dates indicated.

Signature

Title

Date
 
/s/  Michael H. Madison

Chief Executive Officer and Manager

June 28, 2005

(Michael H. Madison) 

(Principal Executive Officer) 

/s/  Kathleen F. Nolen

Senior Vice President and Chief Financial  Officer

June 28, 2005

(Kathleen F. Nolen) 

(Principal Financial Officer) 

/s/  R. Russell Davis

Vice President and Chief Accounting Officer

June 28, 2005

(R. Russell Davis)

(Principal Accounting Officer)

 

MANAGERS*

SHERIAN G.  CADORIA

RICHARD B.  CROWELL

J. PATRICK  GARRETT

F. BEN JAMES,  JR.

ELTON R. KING

WILLIAM L.  MARKS

RAY B.  NESBITT

ROBERT T.  RATCLIFF, SR.

WILLIAM H.  WALKER, JR.

W. LARRY  WESTBROOK

 

*By:

/s/  R. O'Neal Chadwick, Jr.

June 28, 2005

(R. O'Neal Chadwick, Jr., as Attorney-in-Fact)

8 |