**EXHIBIT 31(a)**

***CERTIFICATION***

I, DavidM. Eppler, certify that:

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

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

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

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

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

 

b)   Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend 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 overfinancial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely to materiallyaffect, 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 financialreporting, to the registrant's auditors and the audit committee of theregistrant's board of directors (or persons performing the equivalentfunctions):

a) All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely 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 otheremployees who have a significant role in the registrant’s internalcontrol over financial reporting.

| Date: March 9, 2004                                                                                                                                                                                           |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| /s/David M.  Eppler                                |
| David M. Eppler                                                                                                                                                                                               |
| President and Chief Executive Officer                                                                                                                                                                         |

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**EXHIBIT 31(a)**

***CERTIFICATION***

I, DilekSamil, certify that:

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

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

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

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

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

 

 b)  Evaluated the effectiveness of the registrant'sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant's mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the caseof an annual report) that has materially affected, or is reasonably likely tomaterially 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 financialreporting, to the registrant's auditors and the audit committee of theregistrant's board of directors (or persons performing the equivalentfunctions):

a) All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely 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 otheremployees who have a significant role in the registrant’s internalcontrol over financial reporting.

| Date: March 9, 2004                                                                                                                                                                                       |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| /s/Dilek  Samil                                |
| Dilek Samil                                                                                                                                                                                               |
| Chief Financial Officer                                                                                                                                                                                   |
|     and Senior Vice President of  Finance                                                                                                                                             |

 

 

 

 

 

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