<PAGE>   1

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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K

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

<TABLE>
<S>                                            <C>
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997           COMMISSION FILE NUMBER 1-5663
</TABLE>

                                       Or

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

                    CENTRAL LOUISIANA ELECTRIC COMPANY, INC.
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                            <C>
                  LOUISIANA                                      72-0244480
       (State or other jurisdiction of                        (I.R.S. Employer
        incorporation or organization)                      Identification No.)

2030 DONAHUE FERRY ROAD, PINEVILLE, LOUISIANA                    71360-5226
   (Address of principal executive offices)                      (Zip Code)
</TABLE>

        Registrant's telephone number, including area code: 318/484-7400

          Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
                                                           NAME OF EACH EXCHANGE
             TITLE OF EACH CLASS                            ON WHICH REGISTERED
             -------------------                           ---------------------
<S>                                            <C>
        Common Stock, $2.00 Par Value                     New York Stock Exchange
                                                           Pacific Stock Exchange
</TABLE>

          Securities registered pursuant to Section 12(g) of the Act:

                                     TITLE OF EACH CLASS

                         Cumulative Preferred Stock, $100 Par Value
                         4.50%
                         4.50%, Series of 1955
                         4.65%, Series of 1964
                         4.75%, Series of 1965
                         Convertible, Series of 1991

     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. [X]

     As of February 24, 1998, the aggregate value of the Registrant's voting
stock held by non-affiliates was $727,027,245. The Registrant's Cumulative
Preferred Stock is not listed on any exchange, nor are prices for the Cumulative
Preferred Stock quoted on NASDAQ; therefore, its market value is not readily
determinable and is not included in the foregoing amount.

     As of March 16, 1998, there were 22,478,748 shares outstanding of the
Registrant's Common Stock, par value $2.00 per share.

                      DOCUMENTS INCORPORATED BY REFERENCE

     PORTIONS OF THE REGISTRANT'S ANNUAL REPORT TO SHAREHOLDERS FOR THE YEAR
ENDED DECEMBER 31, 1997 (1997 ANNUAL REPORT TO SHAREHOLDERS), FURNISHED TO THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 14a - 3(c) UNDER THE
SECURITIES EXCHANGE ACT OF 1934, ARE FILED AS EXHIBIT 13 TO THIS REPORT AND
INCORPORATED BY REFERENCE INTO PART II HEREIN. PORTIONS OF THE REGISTRANT'S
DEFINITIVE PROXY STATEMENT DATED MARCH 11, 1998, FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON APRIL 24, 1998, ARE INCORPORATED BY REFERENCE INTO
PART III HEREIN.
================================================================================
<PAGE>   2

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                        PAGE
                                                                        ----
<S>       <C>                                                           <C>
Disclosure Regarding Forward-Looking Statements.......................    1
                                     PART I
Item 1.   Business
          General.....................................................    3
          Electric Operations.........................................    3
          Regulatory and Environmental Matters........................    9
Item 2.   Properties..................................................   17
Item 3.   Legal Proceedings...........................................   18
Item 4.   Submission of Matters to a Vote of Security Holders.........   19
          Executive Officers of the Registrant........................   20
                                    PART II

Item 5.   Market for Registrant's Common Equity and Related
            Stockholder Matters.......................................   22
Item 6.   Selected Financial Data.....................................   22
Item 7.   Management's Discussion and Analysis of Financial Condition
            and
            Results of Operations.....................................   23
Item 7A.  Quantitative and Qualitative Disclosures About Market
            Risk......................................................   23
Item 8.   Financial Statements and Supplementary Data.................   23
Item 9.   Changes in and Disagreements with Accountants on Accounting
            and
            Financial Disclosure......................................   23
                                    PART III

Item 10.  Directors and Executive Officers of the Registrant..........   24
Item 11.  Executive Compensation......................................   24
Item 12.  Security Ownership of Certain Beneficial Owners and
            Management................................................   24
Item 13.  Certain Relationships and Related Transactions..............   24
                                    PART IV

Item 14.  Exhibits, Financial Statement Schedule, and Reports on Form
            8-K.......................................................   25
</TABLE>
<PAGE>   3

                DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     This Report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact included in this Report, including, without
limitation, the statements under "Business -- Electric Operations -- Sales,"
"Regulatory and Environmental Matters -- Industry Developments," "-- Regulatory
and Environmental Matters -- Environmental Quality," "Management's Discussion
and Analysis of Results of Operations and Financial Condition -- Industry
Developments," "-- Results of Operations," "-- Financial Condition -- Liquidity
and Capital Resources," "-- Financial Condition -- Regulatory Matters" and Note
K to the Consolidated Financial Statements, contain forward-looking statements.
Located elsewhere in this Report are forward-looking statements regarding sales
growth, capital expenditures, the settlement of the Company's earnings review
approved by the Louisiana Public Service Commission (LPSC) in October 1996, the
Company's shelf registration statement, the effect of certain recent Federal
Energy Regulatory Commission (FERC) regulations, future legislative and
regulatory changes affecting electric utilities, and other matters. Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable, such forward-looking statements are based on numerous
assumptions (some of which may prove to be incorrect) and are subject to risks
and uncertainties which could cause the actual results to differ materially from
the Company's expectations. Forward-looking statements have been and will be
made in written documents and oral presentations of the Company. Such statements
are based on management's beliefs as well as assumptions made by and information
currently available to management. When used in the Company's documents or oral
presentations, the words "anticipate," "estimate," "expect," "objective,"
"projection," "forecast," "goal" and similar expressions are intended to
identify forward-looking statements. In addition to any assumptions and other
factors referred to specifically in connection with such forward-looking
statements, factors that could cause the Company's actual results to differ
materially from those contemplated in any forward-looking statements include,
among others, the following:

          Factors affecting utility operations such as unusual weather
     conditions; catastrophic weather-related damage; unscheduled generation
     outages; unusual maintenance or repairs; unanticipated changes to fuel
     costs, gas supply costs, or availability constraints due to higher demand,
     shortages, transportation problems or other developments; environmental
     incidents; or electric transmission or gas pipeline system constraints;

          Increased competition in the electric environment, including effects
     of industry restructuring, transmission system operation or administration,
     retail wheeling or cogeneration;

          Regulatory factors such as unanticipated changes in rate-setting
     policies or procedures; recovery of investments made under traditional
     regulation; and the frequency and timing of rate increases;

          Financial or regulatory accounting principles or policies imposed by
     the Financial Accounting Standards Board, the Securities and Exchange
     Commission, the FERC, the LPSC or similar entities with regulatory or
     accounting oversight;

          Economic conditions, including inflation rates and monetary
     fluctuations;

          Changing market conditions and a variety of other factors associated
     with physical energy and financial trading activities, including, but not
     limited to, price, basis, credit, liquidity, volatility, capacity,
     transmission, interest rate and warranty risks;

          Availability or cost of capital resulting from changes in the Company,
     interest rates, and securities ratings or market perceptions of the
     electric utility industry and energy-related industries;

          Employee workforce factors, including changes in key executives;

          Legal and regulatory delays and other obstacles associated with
     mergers, acquisitions or investments in joint ventures;

                                        1
<PAGE>   4

          Cost and other effects of legal and administrative proceedings,
     settlements, investigations, claims and other matters; and

          Changes in federal, state or local legislature requirements, such as
     changes in tax laws or rates or environmental laws and regulations.

     The Company undertakes no obligation to update or revise any
forward-looking statements, whether as a result of changes in actual results,
changes in assumptions or other factors affecting such statements.

                                        2
<PAGE>   5

                                     PART I

ITEM 1. BUSINESS

                                    GENERAL

     Central Louisiana Electric Company, Inc. (the Company) was incorporated in
1934 under the laws of the State of Louisiana and is engaged principally in the
generation, transmission, distribution and sale of electric energy to
approximately 238,000 customers in 63 communities and contiguous rural areas in
a 14,000 square-mile region in the State of Louisiana. At December 31, 1997, the
Company employed 1,214 persons. The Company's mailing address is P.O. Box 5000,
Pineville, Louisiana 71361-5000, and its telephone number is (318) 484-7400.

                              ELECTRIC OPERATIONS

CERTAIN FACTORS AFFECTING THE COMPANY'S ELECTRIC OPERATIONS

     As an electric utility, the Company is affected, to varying degrees, by a
number of factors affecting the electric utility industry in general. These
factors include increasingly competitive business conditions, the cost of
compliance with environmental regulations and changes in the federal and state
regulation of the generation and transmission of electricity. For a discussion
of various regulatory changes and competitive forces affecting the Company and
other electric utilities, see "Regulatory and Environmental Matters -- Industry
Developments" below.

POWER GENERATION

     The Company operates and either owns or has an ownership interest in four
steam electric generating stations and a gas turbine. The Company is the sole
owner of Coughlin Power Station, Teche Power Station and Rodemacher Power
Station Unit 1. The Company owns a 50% interest in Dolet Hills Power Station
Unit 1 (Dolet Hills Unit 1), and a 30% interest in Rodemacher Power Station Unit
2 (Rodemacher Unit 2). At December 31, 1997, the Company's aggregate electric
generating capacity was 1,693,000 kilowatts (excluding the Company's 20,000
kilowatts of firm purchases from the Sabine River Authority). The following
table sets forth certain information with respect to the Company's generating
facilities.

<TABLE>
<CAPTION>
                                                      YEAR OF       CAPACITY AT           TYPE OF
                                     GENERATING       INITIAL        12/31/97          FUEL USED FOR
       GENERATING STATION              UNIT #        OPERATION      (KILOWATTS)        GENERATION(1)
       ------------------            ----------      ---------      -----------      -----------------
<S>                                  <C>             <C>            <C>              <C>
Franklin Gas Turbine.............                      1973              7,000       gas
Coughlin Power Station...........        6             1961            110,000       gas/oil (standby)
                                         7             1966            224,000       gas/oil (standby)
Teche Power Station..............        1             1953             23,000       gas
                                         2             1956             48,000       gas
                                         3             1971            359,000       gas/oil(standby)
Rodemacher Power Station.........        1             1975            440,000       gas/oil
                                         2             1982            157,000(2)    coal/gas
Dolet Hills Power Station........        1             1986            325,000(3)    lignite
                                                                     ---------
          Total Generating
            Capability...........                                    1,693,000
                                                                     =========
</TABLE>

---------------

(1) Where oil is used on a standby basis, capacity may be reduced.

(2) Represents the Company's 30% interest in the capacity of Rodemacher Unit 2,
    a 523,000-kilowatt generating unit.

(3) Represents the Company's 50% interest in the capacity of Dolet Hills Unit 1,
    a 650,000-kilowatt generating unit.

                                        3
<PAGE>   6

FUEL AND PURCHASED POWER

     Changes in fuel and purchased power expenses reflect fluctuations in
generation fuel mix costs, availability of economic purchased power and deferral
of expenses for recovery from customers through fuel adjustment clauses in
subsequent months.

     The following table sets forth, for the periods indicated, the percentages
of power generated from various fuels at the Company's electric generating
plants, the cost of fuel used per kilowatt hour (kWh) attributable to each such
fuel and the weighted average fuel cost per kWh.

<TABLE>
<CAPTION>
                             LIGNITE                  COAL                   GAS                  FUEL OIL
                       --------------------   --------------------   --------------------   --------------------   WEIGHTED
                        COST                   COST                   COST                   COST                  AVERAGE
                         PER      PERCENT       PER      PERCENT       PER      PERCENT       PER      PERCENT     COST PER
                         KWH         OF         KWH         OF         KWH         OF         KWH         OF         KWH
        YEAR           (MILLS)   GENERATION   (MILLS)   GENERATION   (MILLS)   GENERATION   (MILLS)   GENERATION   (MILLS)
        ----           -------   ----------   -------   ----------   -------   ----------   -------   ----------   --------
<S>                    <C>       <C>          <C>       <C>          <C>       <C>          <C>       <C>          <C>
1997.................   14.85       36.7       17.06       19.1       29.85       44.2          --        --        21.90
1996.................   15.45       38.1       16.67       21.3       30.06       39.8       26.09       0.8        21.61
1995.................   14.86       35.9       18.88       14.3       19.48       49.8       24.77       0.0        17.74
1994.................   15.09       36.5       19.53       16.0       22.28       47.4       21.00       0.1        19.22
1993.................   15.50       32.7       20.28       19.5       25.11       47.8          --        --        21.02
</TABLE>

  Power Purchases

     The Company purchases electric energy from neighboring utilities when the
price of the energy purchased is less than the cost to the Company of generating
such energy from its own facilities. Additionally, the Company has a long-term
contract under which it purchases a small percentage of its total annual energy
requirements from a hydroelectric generating plant.

     In 1997, the amount of power purchased decreased, compared to 1996, as a
result of the lack of available low-cost power on the wholesale market or the
lack of available transmission capacity to transport energy to the Company's
electric system. The lack of available purchased power increased the need for
additional generation by the Company's natural gas units at a higher cost. The
following table sets forth the amounts of power purchased by the Company on the
wholesale market for the years indicated.

<TABLE>
<CAPTION>
                                                             % OF TOTAL
                                                 MILLION       ENERGY
                                                   KWH      REQUIREMENTS
                                                 -------    ------------
<S>                                              <C>        <C>
1997...........................................   1,924         24%
1996...........................................   2,529         33%
1995...........................................   1,430         19%
1994...........................................     818         11%
1993...........................................   1,321         18%
</TABLE>

     For information with respect to the Company's ability to currently pass
through changes in costs of fuel to its customers, see "Regulatory and
Environmental Matters -- Rates" below.

                                        4
<PAGE>   7

NATURAL GAS SUPPLY

     During 1997, the Company purchased a total of 29,165 billion British
thermal units (MMMBtu) of natural gas for the generation of electricity. The
annual and average per-day quantities of gas purchased by the Company from each
supplier are shown in the table below.

<TABLE>
<CAPTION>
                                                                         AVERAGE
                                                                         AMOUNT
                                                             1997       PURCHASED    PERCENT
                                                           PURCHASES     PER DAY     OF TOTAL
                  NATURAL GAS SUPPLIER                     (MMMBTU)     (MMMBTU)     GAS USED
                  --------------------                     ---------    ---------    --------
<S>                                                        <C>          <C>          <C>
Louisiana Interstate Gas Corporation(LIG)................    12,670       34.7         43.4
Columbia Energy Services.................................     4,002       11.0         13.7
Western Gas Resources....................................     2,850        7.8          9.8
Southern Companies Energy Marketing......................     2,417        6.6          8.3
Other....................................................     7,226       19.8         24.8
                                                           --------       ----        -----
                                                             29,165       79.9        100.0
                                                           ========       ====        =====
</TABLE>

     In 1996, the Company entered into a one-year contract with LIG which
obligated the Company to a purchase commitment of 13.8 billion cubic feet (Bcf)
of gas for the period November 1, 1996 through October 31, 1997. All commitments
were met and the contract was terminated as scheduled.

     During 1997, the Company completed the construction of natural gas
interconnections with Trunkline Gas Company (Trunkline), a subsidiary of Duke
Energy Corp., Columbia Gulf Transmission Co. (Columbia), a subsidiary of the
Columbia Gas Systems, Inc., and ANR Pipeline Company (ANR), a Coastal
Corporation subsidiary. These interconnections were subsequently aggregated to
form CLE Intrastate Pipeline Company, Inc., a subsidiary of the Company. The
addition of the new CLE Intrastate Pipeline interconnections has allowed the
Company to access various competitive natural gas supply markets which helps to
maintain the competitiveness of the Company's generating units.

     The new interconnections required only one commitment. Trunkline required
that at least 7.5 Bcf of natural gas would flow through the Rodemacher Power
Station interconnection between January 1, 1997 and July 1, 1998. In return, the
Company received a commitment for firm transportation service for delivery of
natural gas to the plant. For the twelve months ended December 31, 1997,
approximately 6.1 Bcf of the 7.5 Bcf commitment have flowed through the
Rodemacher Power Station interconnection. Neither ANR nor Columbia required a
volume commitment.

     Natural gas was plentiful and available without interruption throughout
1997. The Company currently meets, and expects to continue to meet, its natural
gas requirements with purchases on the spot market through daily, monthly and
seasonal contracts with various natural gas suppliers. However, future supplies
to the Company remain vulnerable to disruptions due to weather events and
transportation disruptions. The potential for disruptions to the Company has
been decreased by the addition of the new interconnections. Nevertheless, large
boiler fuel users of natural gas, including electric utilities, generally have
low priority among gas users in the event pipeline suppliers are forced to
curtail deliveries due to inadequate supplies. As a result, supplies of natural
gas may become unavailable from time to time, or prices may increase rapidly in
response to temporary supply disruptions. Such events, though rare, may require
the Company to shift its gas-fired generation to alternative fuel sources, such
as fuel oil, to the extent it has the capability to burn those alternative
fuels. Currently, the Company anticipates that its alternative fuel capability,
combined with its solid-fuel generation resources, are adequate to meet fuel
needs during any temporary interruption of natural gas supplies.

  Coal and Lignite Supply

     Substantially all of the coal for Rodemacher Unit 2 is purchased from mines
in Wyoming under a long-term contract expiring in 2007 with Kerr-McGee Coal
Corporation. The contract has been modified under a price reopener provision
which was initiated in early 1997. The pricing structure under the modified
contract has been defined through mid 2002. Provisions for pricing and terms can
be renegotiated under a contract reopener provision in early 2002. After
purchasing a given annual quantity of base coal (approximately
                                        5
<PAGE>   8

500,000 tons in 1997), the Company has the right to purchase coal from third
parties in the spot market. Additional spot coal may be obtained through
competitive bidding.

     The coal for Rodemacher Unit 2 is transported under a long-term rail
transportation contract with the Union Pacific Railroad. Union Pacific is
currently experiencing operating problems resulting in reduced volumes being
delivered to Rodemacher Unit 2. Consequently, the Company's coal inventory at
Rodemacher Unit 2 is currently below its desired minimum level. Based on Union
Pacific's anticipated delivery schedule of future coal shipments, management
does not expect that Rodemacher Unit 2 operations will need to be curtailed due
to insufficient fuel supply, and management anticipates restoration of the coal
inventory at the unit to a desired level of 30 days' supply by July 1998. Other
regional utilities are experiencing similar delivery problems.

     Substantially all of the lignite used to fuel Dolet Hills Unit 1 is
obtained under two long-term agreements. The Company and Southwestern Electric
Power Company (SWEPCO), each a 50% owner of Dolet Hills Unit 1, have entered
into agreements pursuant to which each acquired an undivided 50% interest in the
other's leased and owned lignite reserves in northwestern Louisiana. The Company
and SWEPCO have also entered into a long-term agreement expiring in 2011 with
the Dolet Hills Mining Venture (DHMV) for the mining and delivery of such
lignite reserves, which reserves are expected to provide a substantial portion
of the fuel requirements for the projected operating life of Dolet Hills Unit 1.
The Company's minimum annual purchase requirement is 1,187,500 tons. The price
of lignite delivered pursuant to the agreement is a base price per ton, subject
to escalation based on certain inflation indices, plus specified "pass-through"
costs. Additional spot lignite may be obtained through competitive bidding. For
information regarding the Company's legal proceedings against the DHMV, see
"Legal Proceedings" in Part I of this Report.

     Additionally, the Company and SWEPCO have entered into a long-term
agreement expiring in 2011 with Red River Mining Co., a joint venture of the
North American Coal Corporation and Phillips Coal Company, which provides for
base contract purchases and spot purchases of lignite. The Company's minimum
annual purchase requirement is 275,000 tons. The base lignite price under the
contract is a base price per MMMBtu, subject to escalation, plus certain
pass-through costs, while the spot lignite price is determined through
competitive bidding.

     The continuous supply of coal and lignite from the mining sources described
above may be subject to interruption due to adverse weather conditions or other
factors which may disrupt mining operations or transportation. At December 31,
1997, the Company's coal inventory at Rodemacher Unit 2 was approximately 28,000
tons (about a 14-day supply), and the Company's lignite inventory at Dolet Hills
Unit 1 was approximately 237,000 tons (about a 40-day supply).

  Oil Supply

     The Company stores fuel oil as an alternative fuel source. Rodemacher Power
Station has storage capacity for an approximate 75-day supply and other
generating stations have storage capacity totaling about a 20-day supply.
However, in accordance with the Company's current fuel oil inventory practices,
at December 31, 1997, the Company had between 5 to 10 days' supply of fuel oil
stored at its generating stations. During 1997, no barrels of fuel oil were
burned.

SALES

     The Company is a "public utility" engaged principally in the generation,
transmission, distribution and sale of electricity within Louisiana. For further
information regarding the Company's generating stations and its transmission and
distribution facilities, see "Power Generation" above and "Properties" in Item 2
of this

                                        6
<PAGE>   9

Report. The following table sets forth information concerning sales by the
Company to various classes of customers for each of the last three years.

<TABLE>
<CAPTION>
                                                                SALES (MILLION KWH)
                                                              -----------------------
                                                              1997     1996     1995
                                                              -----    -----    -----
<S>                                                           <C>      <C>      <C>
Residential.................................................  2,838    2,723    2,763
Commercial..................................................  1,393    1,338    1,265
Industrial..................................................  2,467    2,369    2,227
Other retail................................................    533      526      502
Sales for resale............................................    311      291      360
                                                              -----    -----    -----
  Total sales to regular customers..........................  7,542    7,247    7,117
  Short-term sales to other utilities.......................    157      330       68
                                                              -----    -----    -----
  Total kilowatt-hour sales.................................  7,699    7,577    7,185
                                                              =====    =====    =====
</TABLE>

     The Company's 1997 system peak demand occurred in August and was 1,560,000
kilowatts. Sales and peak demand are affected by seasonal demand influenced by
weather and are generally highest during the summer air-conditioning and winter
heating seasons. For information concerning the financial effects of seasonal
demand on the Company's quarterly operating results, see Note L to the
Consolidated Financial Statements on page 31 of the 1997 Annual Report to
Shareholders, which is filed as Exhibit 13 to this Report and incorporated
herein by reference.

     The Company expects the peak demand on the system to grow at a compound
annual rate of approximately 3.1% over the next five years. The Company's
capacity reserve margin for 1997 was 8.9%. To meet the Company's capacity
reserve margin for 1998, the Company has purchased 180 MW of firm capacity and
transmission service for the summer months of June through September. Of this
capacity, 80 MW will be delivered each day and the remaining 100 MW of capacity
is to be made available on a next day scheduled basis. The Company believes it
can meet its anticipated growth in customer demand by purchasing the needed
capacity on the wholesale market. Future capacity needs may be met by continuing
to purchase power on the wholesale market, adding capacity to existing power
plants or building new power plants. Currently, management is evaluating the
best approach for the Company.

     No customer accounted for 10% or more of the Company's revenues in 1997.
Additional information regarding the Company's sales and revenues is set forth
in "Results of Operations" in "Management's Discussion and Analysis of Results
of Operations and Financial Condition" on pages 3 through 5 of the 1997 Annual
Report to Shareholders, which is filed as Exhibit 13 to this Report and
incorporated herein by reference.

CONSTRUCTION AND FINANCING

     For information on the Company's construction program, financing and
related matters, see "Financial Condition" in "Management's Discussion and
Analysis of Results of Operations and Financial Condition" on pages 7 through 11
of the 1997 Annual Report to Shareholders, which is filed as Exhibit 13 to this
Report and incorporated herein by reference.

JOINT VENTURE

     On October 30, 1997, the Company formed a joint venture with Covenant
Energy Corporation (Covenant). The joint venture will market electricity and
natural gas services, as well as energy management services, to commercial and
industrial customers and utilities throughout the southeastern United States.
The joint venture will also engage in energy asset development projects, such as
cogeneration projects, natural gas pipelines connecting to customers' plants and
potential strategic asset acquisitions in the southeastern United States. The
newly formed venture, CLECO ENERGY, L.L.C., is headquartered in Houston, Texas.
Covenant President John T. McDougal heads the venture. The Company owns 51% of
the newly formed venture through a subsidiary and Covenant owns the remaining
49%. For information regarding the

                                        7
<PAGE>   10

Company's commitment to provide credit support to the venture, see "Financial
Condition -- Cash Generation and Cash Requirements" in "Management's Discussion
and Analysis of Results of Operations and Financial Condition" on page 8 of the
1997 Annual Report to Shareholders, which is filed as Exhibit 13 to this Report
and incorporated herein by reference.

                      REGULATORY AND ENVIRONMENTAL MATTERS

RATES

     Retail electric operations of the Company are subject to the jurisdiction
of the Louisiana Public Service Commission (LPSC) with respect to rates,
standards of service, accounting and other matters. The LPSC establishes base
rates based upon nonfuel costs, including the cost of capital and sales. The
Company is also subject to the jurisdiction of the Federal Energy Regulatory
Commission (FERC) with respect to certain aspects of its electric business,
including rates for wholesale service and interconnections with, and the
transmission of power for, other utilities. Periodically, the Company has sought
and received increases in base rates from both the LPSC and the FERC to cover
increases in operating costs and costs associated with additions to generation,
transmission and distribution facilities.

     The Company's electric rates include a fuel and purchased power cost
adjustment clause which enables the Company to reflect monthly fluctuations in
the cost of fuel and short-term purchased power. Additionally, pretax income
from certain off-system sales to other utilities is passed on to customers
through the fuel cost adjustment clause. Fuel costs and fuel adjustment billing
factors are approved by the LPSC and the FERC. These cost adjustments are based
on costs from earlier periods which result in over- or under-recovery for the
period in which the adjustment is made. Any over- or under-recovery is corrected
by an adjustment in later periods. As of December 31, 1997, the net accumulated
liability for over-recovery on sales subject to the LPSC's jurisdiction was
approximately $3.0 million.

     The LPSC elected in 1993 to review the earnings of all electric, gas, water
and telecommunications utilities regulated by it to determine whether the
returns on equity of these companies may be higher than returns that might be
awarded in the current economic environment. In 1996, the LPSC approved a
settlement of the Company's earnings review, providing the Company's customers
with lower electricity rates. The first rate decrease, of $3 million annually,
was effective November 1, 1996, with a second decrease, of an additional $2
million annually, effective January 1, 1998. The terms of this settlement will
be effective for a five-year period.

     During the five-year period, which began November 1, 1996, a rate
stabilization plan is in place. This plan allows the Company to retain all
earnings equating to a regulatory return on equity up to and including 12.25% on
its regulated utility operations. Any earnings which result in a return on
equity over 12.25%, up to and including 13%, will be shared equally between the
Company, and its customers, which effectively allows the Company the opportunity
to realize a regulatory rate of return of up to 12.625%. Any earnings above this
level will be refunded fully to customers.

     During the five-year period 1997-2001, the Company's revenues and return on
equity will be reviewed each year by the LPSC. If the Company is found to be
achieving a regulatory return on equity in any given year which requires a
refund to customers, the refund will be made in the form of billing credits
during the months of July, August and September following the evaluation period.

     During the five-year rate stabilization period, the Company will have the
right to apply for a rate increase if a significant event affecting its earnings
would justify it, such as regulatory or economic changes, major hurricane damage
or other unforeseen circumstances. During the period, the Company will also be
able to propose for LPSC consideration any revenue-neutral rate design changes
it feels appropriate, such as revenue redistribution among customer classes
which may be warranted. During the period, the LPSC may amend or modify any of
the settlement's terms should the LPSC determine changes are warranted by the
public interest.

                                        8
<PAGE>   11

FRANCHISES

     The Company operates under nonexclusive franchise rights granted by
governmental units and enforced by state regulation. These franchises are for
fixed terms, which vary from ten years to 50 years. In the past, the Company has
been successful in the timely renewal of franchises as each reaches the end of
its term and expires.

     A number of parishes have attempted in recent years to impose franchise
fees on retail revenues earned within the unincorporated areas the Company
serves. If the parishes are ultimately successful, taxes other than income taxes
could increase substantially in future years.

INDUSTRY DEVELOPMENTS

     Technological improvements in recent years have somewhat lessened the
historical barriers to entry in the electric utility industry and have set in
motion statutory and regulatory changes aimed at increased competition in the
electric utility industry. Federal and state legislation and new regulatory
initiatives designed to restructure electricity markets will likely produce even
greater competition at both wholesale and retail levels in the future. The LPSC
is investigating whether retail choice is in the best interest of Louisiana
electric utility customers. The Company and other existing and potential
Louisiana electric industry participants filed testimony in the LPSC's
investigation of electric industry restructuring during 1997. Also, during 1997,
the Louisiana legislature considered, but did not enact, legislation regarding
restructuring of the electric utility industry within the State, but instead,
deferred consideration of the issues to the LPSC. The Company expects the
customer choice debate and related issues to continue in legislative and
regulatory bodies in 1998. At this time, management cannot predict whether any
legislation or regulation will be enacted or adopted during 1998 and, if enacted
or adopted, what form such legislation or regulation would take.

     In general, Louisiana enjoys relatively low rates for electricity. Industry
restructuring presents the possibility that rates could move closer to the
national average, meaning possible higher prices for Louisiana's small
consumers. With this in mind, the Company favors a plan that would protect the
rates of small consumers and allow retail choice for larger commercial and
industrial customers no later than the year 2000. Management believes too rapid
a course to restructuring could result in higher electricity prices for small
consumers. To protect small consumers against such an outcome, management
supports for the most part, the deliberate approach to industry restructuring
taken by the LPSC. The increasingly competitive environment presents
opportunities to compete to supply electricity to new customers, as well as the
risk of losing existing customers. Management believes the Company is a
reliable, low-cost provider of electricity and, as such, is currently positioned
to compete effectively in a restructured electric marketplace.

  Wholesale Electric Competition

     The Energy Policy Act, adopted in October 1992, significantly changed U.S.
energy policy, including that governing the electric utility industry. The
Energy Policy Act allows the FERC, on a case-by-case basis and with certain
restrictions, to order wholesale transmission access and to order electric
utilities to enlarge their transmission systems. The Energy Policy Act does,
however, prohibit FERC-ordered retail wheeling (i.e., opening up the electric
utility systems to allow customer choice of energy suppliers at the retail
level), including "sham" wholesale transactions. Further, under the Energy
Policy Act, a FERC transmission order requiring a transmitting utility to
provide wholesale transmission services must include provisions generally
permitting the utility to recover from the FERC applicant all of the costs
incurred in connection with the transmission services, any enlargement of the
transmission system and associated services.

     In addition, the Energy Policy Act revised the Public Utility Holding
Company Act of 1935 (the Holding Company Act) to permit utilities, including
registered holding companies, and non-utilities to form "exempt wholesale
generators" without the principal restrictions of the Holding Company Act. Under
prior law, independent power producers were generally required to adopt
inefficient and complex ownership structures to avoid pervasive regulation under
the Holding Company Act.

                                        9
<PAGE>   12

     On April 24, 1996, the FERC issued Order No. 888, a final rule requiring
open access transmission by all public utilities that own, operate or control
transmission lines. All of these utilities must now provide nondiscriminatory
open access transmission services that are comparable to transmission services
that the utilities provide themselves. The Company's tariff was approved by the
FERC in a settlement with affected parties on November 26 1997. Utilities must
take transmission service for their own wholesale transactions under the terms
and conditions of their open access tariffs. Order No. 888 provides for the full
recovery from a utility's departing customers of wholesale stranded costs to the
extent such costs were prudently incurred to serve wholesale customers and would
go unrecovered if those customers use open access transmission service to move
to another supplier. The Order also allows customers under existing wholesale
contracts to seek FERC approval to modify their contracts on a case-by-case
basis.

     The Company has three firm-sales wholesale customers, which represented
0.9% of its sales to regular customers for the twelve months ended December 31,
1997. Management cannot predict what, if any, effects Order No. 888 may have on
wholesale prices in the Company's service area.

     Wholesale energy markets, including the market for wholesale electric
power, have been competitive and are becoming even more so as the number of
competitors in these markets increases as a result of enactment of the Energy
Policy Act and the regulatory activities of the FERC. The Company competes for
sales of electric power at wholesale with other public utilities, cogenerators
and qualified facilities in other forms, power marketing companies, which own no
transmission or generation facilities, but which compete in the wholesale market
by buying electricity from utilities and other generators and reselling the
electricity at market-based rates. Many such power marketers now transact
business in all regions of the country.

     In recent years, the Company has been successful in competing for wholesale
sales within its service territory, including sales to the city of Alexandria
and a full requirements sale to the city of St. Martinville. Sales under the St.
Martinville agreement, which is subject to the jurisdiction of the FERC, began
in May 1995 and represent an approximate 13 MW load. Sales to St. Martinville
provide additional base revenues, net of facility payments, of about $4 million
over the term of the agreement, which extends through December 2000. This
contract was challenged in 1993 by the previous supplier, Louisiana Energy and
Power Authority (LEPA), as well as the city of Lafayette and the American Public
Power Association, with assertions of preferential, discriminatory and predatory
pricing. An initial decision of the FERC's presiding administrative law judge
(ALJ) in February 1995 rejected LEPA's arguments. Under FERC procedures, LEPA
has filed a brief requesting the FERC to revise the initial decision, and this
matter is still pending before the FERC. The Company has opposed LEPA's brief,
and management believes that the ALJ's initial decision will be upheld.

  Retail Electric Competition

     Currently the LPSC does not provide exclusive service territories for
electric utilities under its jurisdiction. Instead, retail service is obtained
through the aforementioned long-term, nonexclusive franchises. Also, the LPSC
has used a "300 foot rule" for determining the supplier for new customers. The
application of this law has led to competition with neighboring utilities for
retail customers at the borders of the Company's service areas. The Company also
competes in its service area with suppliers of alternative forms of energy, some
of which may be less costly for certain applications than electricity. The
Company could experience some competition for electric sales to industrial
customers in the form of cogeneration or from independent power producers.
However, the Company believes that its rates, and the quality and reliability of
its service, place it in a favorable competitive position in current retail
markets.

     The LPSC has set a generic docket to investigate whether retail choice is
in the best interests of Louisiana electric utility consumers. Initial hearings
in this docket were held in September 1997. In December 1997, the LPSC staff
reported to the LPSC commissioners that electric industry restructuring could be
in the best interests of the public and recommended that the LPSC continue to
investigate the major issues involved in restructuring.

     In early May 1997, the Commerce Committee of the Louisiana House of
Representatives deferred any action on legislation regarding
deregulation/customer choice for the electric utility industry in Louisiana. The
legislators determined that the issues surrounding deregulation should be left
to the LPSC. However, the
                                       10
<PAGE>   13

legislature passed a resolution establishing a special committee to study
existing federal, state and local laws, rules and policies to assess the impact
of electric retail competition. The committee held its first meeting in
September 1997 and must submit a report of its findings by the beginning of the
1998 regular legislative session. The Company has a representative on this
committee.

  Legislative and Regulatory Changes and Matters

     Various federal and state legislative and regulatory bodies are considering
a number of issues in addition to those discussed above that will shape the
future of the electric utility industry. Such issues include deregulation of
retail electricity sales; the ability of electric utilities to recover stranded
costs; the repeal or modification of the Holding Company Act; the unbundling of
vertically integrated electric utility companies into separate business segments
or companies (i.e., generation, transmission, distribution and retail energy
service); the role of electric utilities, independent power producers and
competitive bidding in the construction and operation of new generating
capacity; and the pricing of transmission service on an electric utility's
transmission system. The Company is unable to predict the outcome of such issues
or their effect on the Company's financial position, results of operations or
cash flows at this time.

     For information on certain regulatory matters and regulatory accounting
affecting the Company, see "Financial Condition -- Regulatory Matters" in
"Management's Discussion and Analysis of Results of Operations and Financial
Condition" on pages 10 and 11 of the 1997 Annual Report to Shareholders, which
is filed as Exhibit 13 to this Report and incorporated herein by reference.

ENVIRONMENTAL QUALITY

     The Company is subject to numerous laws and regulations administered by
federal, state and local authorities to protect the environment. These statutory
and regulatory provisions impose various substantive requirements, the violation
of which may result in substantial fines and penalties. Environmental
requirements continue to increase as a result of new legislation, administrative
actions and judicial interpretations. Therefore, the precise future effects of
existing and potential requirements are difficult to determine. During 1997, the
Company's capital expenditures related to environmental compliance were about
$0.4 million, due largely to the modification of a sludge landfill site at one
of the Company's generating stations. Expenditures related to environmental
compliance are estimated to total approximately $0.6 million in 1998.

  Air Quality

     The State of Louisiana regulates emissions from each of the Company's
generating units through regulations issued by the Air Quality Division (AQD) of
the Louisiana Department of Environmental Quality (LDEQ). In addition, the AQD
implements certain programs initially established by the federal Environmental
Protection Agency (EPA). The AQD establishes standards of performance or
requires permits for certain generating units in Louisiana. Four of the
Company's generating units are subject to these requirements: Teche Unit 3,
Rodemacher Units 1 and 2 and Dolet Hills Unit 1.

     The federal Clean Air Act Amendments of 1990 (the Act) established a
regulatory program to address the effects of acid rain and imposed restrictions
on sulfur dioxide (SO(2)) emissions from certain utility units. The Act
essentially requires that utilities, like the Company, must hold a regulatory
"allowance" for each ton of SO(2) emitted beginning in the year 2000. The EPA is
required to allocate a set number of allowances to each affected unit based on
its historic emissions. After the initial allocation, the Company requested an
adjustment to the allowance allocation for Rodemacher Unit 2 because of an
extended outage of the unit during one of the years used in the EPA's
calculation. Because the final allowance allocation did not reflect the
requested adjustment, the Company filed a petition for judicial review of the
EPA's action on May 21, 1993 in the United States Court of Appeals for the
District of Columbia Circuit. In October 1995, the EPA signed a settlement
agreement in which it agreed to give Rodemacher Unit 2 the additional allowances
requested. In December 1996, the EPA published proposed changes to the Acid Rain
Program in the Federal Register. The proposed changes included the additional
allowances requested for Rodemacher Unit 2. While the EPA has

                                       11
<PAGE>   14

agreed to give the additional allowances to Rodemacher Unit 2, the allowances
will not be allocated until June 1998.

     The Act also requires the EPA to revise nitrogen oxides (NOx) emission
limits for existing coal-fired boilers. In November 1996, the EPA finalized
rules lowering the NOx emission rate for certain boilers, including Rodemacher
Unit 2 and Dolet Hills Unit 1. Under this rule, Rodemacher Unit 2 and Dolet
Hills Unit 1 would have to meet this new emission rate by January 1, 2000. The
rule also allows an option to "early elect," that is, achieve compliance with a
less restrictive NOx limit beginning January 1, 1997. The Company exercised this
option in December 1996. Early election protects the Company from any further
reductions in the NOx permitted emission rate until 2008. Rodemacher Unit 2 and
Dolet Hills Unit 1 were in compliance with the NO(x) early election limits in
1997 and are expected to continue to be in compliance in 1998 without undergoing
significant capital improvements. Significant future reductions in NO(x)
emission limits may require modification of burners or other capital
improvements at either or both of the units.

  Water Quality

     The Company has received from the EPA all National Pollutant Discharge
Elimination System (NPDES) permits required under the Clean Water Act for
discharges from its four generating stations. NPDES permits have fixed dates of
expiration, and the Company has applied for renewal of these permits within the
applicable time periods. The Office of Water Resources of the LDEQ requires
facilities which discharge wastewater into Louisiana waters to be permitted
under the Louisiana Water Discharge Permit System (LWDPS). The Company has
applied for and received LWDPS permits for its four generating stations.

     In 1996, the LDEQ was granted authority to administer the federal NPDES
program in Louisiana. The NPDES permit is substantially similar to the LWDPS
permit, and eventually LDEQ intends to merge the two into a single LWDPS permit.
Until then, all data required by the NPDES permit and the LWDPS permit are
reported to the LDEQ.

  Solid Waste Disposal

     The Solid Waste Division (SWD) of the LDEQ has adopted regulations and a
permitting system for the management and disposal of solid waste generated by
electric utilities. The Company has received all required permits from the SWD
for the on-site disposal of solid waste generated at its generating stations and
is in the process of repermitting its solid waste disposal facilities under
recently revised rules.

     The Company has requested approval of an alternate liner system for the
Dolet Hills landfill facility and has received conditional approval from the
LDEQ. The Company is in the process of obtaining additional information to
submit to the LDEQ, which should make the approval permanent. The alternate
system, if approved, is expected to save $360,000 to $900,000 per year in
operating costs at the landfill.

  Hazardous Waste Generation

     The Company produces certain wastes at its four generating stations and at
other locations which are classified as hazardous. The Hazardous Waste Division
of the LDEQ regulates these wastes and has issued identification numbers to the
sites where such wastes are produced. The Company does not treat, store or
dispose of these wastes on-site; therefore, no permits are required. All
hazardous wastes produced by the Company are disposed of at federally permitted
hazardous waste disposal sites.

ELECTRIC AND MAGNETIC FIELDS

     The possibility that exposure to electric and magnetic fields (EMFs)
emanating from power lines, household appliances and other electric devices may
result in adverse health effects or damage to the environment has been a subject
of current public attention. The Company funds research on electric and magnetic
fields through various organizations. The scientific research conducted to date
concerning the effects of EMFs has not led to any definitive results; however,
such research is continuing. Lawsuits have arisen in

                                       12
<PAGE>   15

several states against electric utilities and others alleging that the presence
or use of electric power transmission and distribution lines has an adverse
effect on health and/or property values.

OTHER EVENTS

  Acquisition of Teche Electric Cooperative, Inc. (Teche)

     In February 1995, the Company agreed to purchase Teche for a price,
including the assumption or other discharge of Teche's liabilities, of about
$22.4 million. The members of Teche overwhelmingly approved the sale at their
annual meeting in March 1995. One of the conditions necessary to the closing of
the Teche acquisition was an interim power purchase agreement with Cajun
Electric Power Cooperative, Inc. (Cajun), Teche's former wholesale power
supplier. Cajun has been involved in bankruptcy proceedings since 1995. An
interim agreement, acceptable to Cajun's bankruptcy trustee and the Rural
Utilities Services, was reached in September 1997. The Company consummated the
purchase of Teche on September 30, 1997. The acquisition resulted in the
addition of 7,700 mostly residential customers to the Company.

ITEM 2. PROPERTIES

     All of the Company's electric generating stations and all other electric
operating properties are located in the State of Louisiana. The Company
considers all of its properties to be well maintained, in good operating
condition and suitable for their intended purposes.

ELECTRIC GENERATING STATIONS

     As of December 31, 1997, the Company either owned or had an ownership
interest in four steam electric generating stations and a gas turbine with a
combined electric generating capacity of 1,693,000 kilowatts. For additional
information regarding the Company's generating facilities, see "Electric
Operations -- Power Generation" in Item 1 of this Report.

SUBSTATIONS

     As of December 31, 1997, the Company owned 82 transmission substations and
302 distribution substations. Electric Lines

ELECTRIC LINES

     As of December 31, 1997, the Company's transmission system consisted of
approximately 67 circuit miles of 500 kilovolt (kV) lines; 454 circuit miles of
230 kV lines; 648 circuit miles of 138 kV lines; and 21 circuit miles of 69 kV
lines. The Company's distribution system consisted of approximately 2,127
circuit miles of 34.5 kV lines and 11,798 circuit miles of other lines.

GENERAL PROPERTIES

     The Company owns various properties, which include a seven-story
headquarters office building, regional offices, a central warehouse, service
centers, telecommunications equipment and other facilities owned for general
purposes.

TITLE

     The Company's electric generating plants and certain other principal
properties are owned in fee. Electric transmission and distribution lines are
located either on private rights-of-way or along streets or highways by public
consent.

     Substantially all of the Company's property, plant and equipment is subject
to a lien securing obligations of the Company under an Indenture of Mortgage,
which does not impair the use of such properties in the operation of its
business.

                                       13
<PAGE>   16

ITEM 3. LEGAL PROCEEDINGS

     The Company and SWEPCO, each a 50% owner of Dolet Hills Unit 1, jointly own
lignite reserves in the Dolet Hills area of northwestern Louisiana. In 1982, the
Company and SWEPCO entered into a Lignite Mining Agreement (LMA) with the DHMV,
a partnership for the mining and delivery of lignite from a portion of these
reserves (Dolet Hills Mine). The LMA expires in 2011. The price of lignite
delivered pursuant to the LMA is a base price per ton, subject to escalation
based on certain inflation indices, plus specified "pass-through" costs.

     Currently, the Company is receiving annually a minimum delivery of
1,187,500 tons under the LMA. Since the late 1980s, additional spot lignite
deliveries have been obtained through competitive bidding from DHMV and another
lignite supplier. In 1997, the Company and SWEPCO received deliveries of
approximately 28% of the annual lignite consumption at Dolet Hills Unit 1 from
the other lignite supplier.

     On April 15, 1997, the Company and SWEPCO filed suit against DHMV and its
partners in the United States District Court for the Western District of
Louisiana (Federal Court Suit) seeking to enforce various obligations of DHMV to
the Company and SWEPCO under the LMA, including provisions relating to the
quality of the delivered lignite, pricing and mine reclamation practices. On
June 15, 1997, DHMV filed an answer denying the allegations in the Company's
suit and filed a counterclaim asserting various contract-related claims against
the Company and SWEPCO. The Company and SWEPCO have denied the allegations in
the counterclaim on the grounds the counterclaim has no merit.

     The counterclaims filed by DHMV in the Federal Court Suit resulted in the
Company and SWEPCO filing a separate lawsuit against the parent companies of
DHMV, namely Jones Capital Corporation and Philipp Hozmann USA, Inc., on August
13, 1997, in the First Judicial District Court for Caddo Parish, Louisiana
(State Court Suit). The State Court Suit seeks to enforce a separate 1995
agreement by Jones Capital Corporation and Philipp Holzmann USA, Inc. related to
the LMA. Jones Capital Corporation and Philipp Holzmann USA, Inc. have asked the
State Court to stay that proceeding until the Federal Court Suit is resolved.

     The suits are currently in the discovery phase. A status conference is
currently scheduled for May 22, 1998. At this conference, a trial date will be
set. The Company and SWEPCO will aggressively prosecute the claims against DHMV
and defend against the counterclaims which DHMV has asserted. The Company and
SWEPCO continue to pay DHMV for lignite delivered pursuant to the LMA. Normal
day-to-day operations continue at the Dolet Hills Mine and Dolet Hills Unit 1.
Although the ultimate outcome of this litigation cannot be predicted at this
time, based on information currently available to the Company, management
believes that the counterclaim asserted by the DHMV in the Federal Court Suit,
if successful, would not have a significant adverse effect on the Company's
financial position or results of operations.

     The Company is not aware of any legal proceeding to which it is a party
which would have a material adverse effect on its financial condition, results
of operations, cash flows or competitive position. For a discussion of certain
legal proceedings and regulatory matters involving the Company, see "Business --
Regulatory and Environmental Matters -- Industry Developments, -- Wholesale
Electric Competition" and "-- Environmental Quality -- Air Quality" in Item 1 of
this Report.

                                       14
<PAGE>   17

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to a vote of security holders of the
Company during the fourth quarter of 1997.

                      EXECUTIVE OFFICERS OF THE REGISTRANT

     The names of the executive officers of the Company, their positions held,
five-year employment history, ages and years of service as of December 31, 1997
are presented below. Executive officers are appointed annually to serve for the
ensuing year or until their successors have been appointed.

<TABLE>
<CAPTION>
                                        POSITION AND FIVE-YEAR
 NAME OF EXECUTIVE OFFICER                EMPLOYMENT HISTORY
 -------------------------              ----------------------
<S>                                     <C>
</TABLE>

Gregory L. Nesbitt.........  President and Chief Executive Officer since April
                             1993; President and Chief Operating Officer from
                             April 1992 to April 1993; Executive Vice President
                             and Chief Operating Officer from July 1991 to April
                             1992; Executive Vice President from January 1988 to
                             July 1991. (Age 59; 17 years of service)

David M. Eppler............  Executive Vice President and Chief Operating
                             Officer since July 1997; Executive Vice President
                             from January 1997 to July 1997; Vice
                             President-Power Supply and Energy Transmission from
                             July 1995 to January 1997; Vice President-Finance
                             from October 1993 to July 1995; Vice President and
                             Treasurer from July 1987 to October 1993. (Age 47;
                             16 years of service)

Thomas J. Howlin...........  Senior Vice President-Financial Services and Chief
                             Financial Officer since July 25, 1997; Vice
                             President-Finance and Chief Financial Officer from
                             July 14, 1997 to July 25, 1997. Vice President and
                             Chief Financial Officer of TransAmerican Natural
                             Gas Corporation from April 1995 to March 1997;
                             Director of Financial Activity, Business
                             Development for Detroit Edison Company from January
                             1994 to March 1995. (Age 49; 6 months of service)

Catherine C. Powell........  Senior Vice President-Employee and Corporate
                             Services since July 1997; Vice President-Employee
                             and Corporate Services from July 1995 to July 1997;
                             Vice President-Human Resources from October 1993 to
                             July 1995; General Manager-Human Resources from
                             August 1993 to October 1993;
                             Administrator-Compensation from May 1991 to August
                             1993. (Age 42; 6 years of service)

Darrell J. Dubroc..........  Vice President-Generation Services since July 1997;
                             General Manager-Wholesale Merchant Operations from
                             July 1996 to July 1997; Manager-Regulatory Affairs
                             and Business Development from March 1995 to July
                             1996; Manager-Contracts and Business Development
                             from July 1994 to March 1995; Director-Contracts
                             and Business Development from October 1993 to July
                             1994. (Age 36; 12 years of service)

Jeffrey W. Hall............  Vice President-Retail Energy Services since July
                             1997; General Manager-Customer Revenue from July
                             1996 to July 1997; Manager-Public Affairs from
                             October 1995 to July 1996; Regional Manager-
                             Customer Services from October 1993 to October
                             1995; Manager-Customer Services, Opelousas from May
                             1991 to October 1993; Manager-Customer Services,
                             Mansfield from May 1983 to May 1991. (Age 46; 16
                             years of service)

                                       15
<PAGE>   18

                                           POSITION AND FIVE-YEAR
NAME OF EXECUTIVE OFFICER                    EMPLOYMENT HISTORY
-------------------------                  ----------------------
Mark H. Segura.............  Vice President-Distribution Services since July
                             1997; General Manager-Distribution Services form
                             July 1996 to July 1997; Manager-Stores and
                             Transformer Management from October 1993 to July
                             1996; Supervisor-Distribution Engineering from June
                             1991 to October 1993. (Age 39; 13 years of service)

John L. Baltes, Jr.........  Controller since April 1989. (Age 51; 16 years of
                             service)

Michael P. Prudhomme.......  Secretary-Treasurer since January 1994; Secretary
                             from October 1993 to January 1994; Vice
                             PresidentCustomer Services from May 1985 to October
                             1993. (Age 54; 28 years of service)

Judy P. Miller.............  Assistant Corporate Secretary since April 1995;
                             Acting Assistant Corporate Secretary from February
                             1995 to April 1995; Supervisor-Plant Accounting
                             from October 1993 to February 1995;
                             Supervisor-Income and Other Taxes from June 1990 to
                             October 1993. (Age 40; 13 years of service)

                                       16
<PAGE>   19

                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's common stock is listed for trading on the New York Stock
Exchange (NYSE) and the Pacific Stock Exchange. The following table sets forth
high and low sales prices for the Company's common stock as reported on the NYSE
Composite Tape and dividends paid per share during each calendar quarter of 1997
and 1996.

<TABLE>
<CAPTION>
                                         1997                                            1996
                       ----------------------------------------        ----------------------------------------
                         HIGH            LOW           DIVIDEND          HIGH            LOW           DIVIDEND
                         ----            ---           --------          ----            ---           --------
<S>                    <C>             <C>             <C>             <C>             <C>             <C>
First Quarter........    $28             $26            $0.385           $27 3/4         $25 3/8        $0.375
Second Quarter.......    $28 1/8         $24 3/4        $0.395           $27 3/8         $25 1/8        $0.385
Third Quarter........    $28 7/16        $25 13/16      $0.395           $27 1/4         $25 3/8        $0.385
Fourth Quarter.......    $33 1/8         $25 9/16       $0.395           $29 1/4         $26 1/8        $0.385
</TABLE>

     Subject to the prior rights of the holders of the respective series of the
Company's preferred stock, such dividends as determined by the Board of
Directors of the Company may be declared and paid on the common stock from time
to time out of funds legally available therefor. The provisions of the Company's
charter applicable to preferred stock and certain provisions contained in the
debt instruments of the Company under certain circumstances restrict the amount
of retained earnings available for the payment of dividends by the Company. The
most restrictive covenant requires that common shareholders' equity be not less
than 35% of total capitalization, including short-term debt. At December 31,
1997, approximately $114,300,000 of retained earnings was not restricted. On
January 23, 1998, the Board of Directors of the Company declared a quarterly
dividend of $0.395 per share, which dividend was paid on February 15, 1998, to
common shareholders of record on February 2, 1998.

     As of March 16, 1998, there were 10,925 holders of record of the Company's
common stock, and the closing price of the Company's common stock as reported on
the NYSE Composite Tape was $32 11/16 per share.

ITEM 6. SELECTED FINANCIAL DATA

     The information set forth in "Selected Financial Data" on page 1 of the
1997 Annual Report to Shareholders is incorporated herein by reference; such
information is filed as Exhibit 13 to this Report. This information should be
read in conjunction with the Consolidated Financial Statements and the related
Notes thereto set forth on pages 14 through 31 of the 1997 Annual Report to
Shareholders, which is filed as Exhibit 13 to this Report and incorporated
herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The information set forth in "Management's Discussion and Analysis of
Results of Operations and Financial Condition" on pages 2 through 11 of the 1997
Annual Report to Shareholders is incorporated herein by reference; such
information is filed as Exhibit 13 to this Report.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information set forth on pages 14 through 31 of the 1997 Annual Report
to Shareholders is incorporated herein by reference; such information is filed
as Exhibit 13 to this Report.

                                       17
<PAGE>   20

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information set forth (i) under the subcaption "Directors" under the
caption "Election of Directors" on pages 2 and 3 of, and (ii) under the caption
"Section 16(a) Beneficial Ownership Reporting Compliance" on page 7 of the
Company's definitive Proxy Statement dated March 11, 1998, filed with the
Securities and Exchange Commission pursuant to Regulation 14A under the
Securities Exchange Act of 1934 (1998 Proxy Statement), is incorporated herein
by reference. See also "Executive Officers of the Registrant" on pages 20 and 21
of this Report.

ITEM 11. EXECUTIVE COMPENSATION

     The information set forth (i) under the subcaption "Organization and
Compensation of the Board of Directors" under the caption "Election of
Directors" on pages 4 and 5 of, and (ii) under the caption "Executive
Compensation" on pages 8 through 16 of the 1998 Proxy Statement (excluding the
information required by paragraphs (k) and (l) of Item 402 of Regulation S-K) is
incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information set forth (i) under the caption "Security Ownership of
Directors and Management" on pages 6 and 7 of, and (ii) under the caption
"Security Ownership of Certain Beneficial Owners" on page 21 of the 1998 Proxy
Statement is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information set forth under the subcaption "Directors" under the
caption "Election of Directors" on pages 2 and 3 of the 1998 Proxy Statement is
incorporated herein by reference.

                                       18
<PAGE>   21

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
                                                                           REFERENCE (PAGE)
                                                                     -----------------------------
                                                                                      1997 ANNUAL
                                                                       FORM 10-K       REPORT TO
                                                                     ANNUAL REPORT    SHAREHOLDERS
                                                                     -------------    ------------
<C>         <S>                                                      <C>              <C>
14(a)(1)    Consolidated Statements of Income for the years ended
              December 31, 1997, 1996 and 1995                                             14
            Consolidated Balance Sheets at December 31, 1997 and
              1996                                                                         15
            Consolidated Statements of Cash Flows for the years
              ended December 31, 1997, 1996 and 1995                                       16
            Consolidated Statements of Changes in Common
              Shareholders' Equity for the years ended December
              31, 1997, 1996 and 1995                                                      17
            Notes to Consolidated Financial Statements                                     18
            Report of Independent Accountants                                              32
14(a)(2)    Financial Statement Schedules Report of Independent
              Accountants                                                 32
            Schedule II -- Valuation and Qualifying Accounts              33
            Financial Statement Schedules other than those shown
              in the above index are omitted because they are
              either not required or are not applicable or the
              required information is shown in the Consolidated
              Financial Statements and Notes thereto.
</TABLE>

                                       19
<PAGE>   22

14(a)(3) List of Exhibits

     The Exhibits designated by an asterisk are filed herewith. The Exhibits not
so designated have been previously filed with the Securities and Exchange
Commission and are incorporated herein by reference. The Exhibits designated by
two asterisks are management contracts and compensatory plans and arrangements
required to be filed as Exhibits to this Report.

<TABLE>
<CAPTION>
                                                             SEC FILE OR    REGISTRATION
                                                             REGISTRATION     STATEMENT      EXHIBIT
                         EXHIBITS                               NUMBER        OR REPORT      NUMBER
-----------------------------------------------------------  ------------   -------------   ---------
<C>                      <S>                                 <C>            <C>             <C>
        3(a)             Restated Articles of Incorporation  1-5663         10-Q(3/92)      3
                           of the Company dated as of July
                           24, 1989, as amended through
                           April 24, 1992
        3(b)             Amended and Restated Bylaws of the  1-5663         10-Q(3/97)      3
                           Company, as amended to April 25,
                           1997
       *4(a)(1)          Indenture of Mortgage dated as of
                           July 1, 1950, between the
                           Company and First National Bank
                           of New Orleans, as Trustee
       *4(a)(2)          First Supplemental Indenture dated
                           as of October 1, 1951, to
                           Exhibit 4(a)(1)
       *4(a)(3)          Second Supplemental Indenture
                           dated as of June 1, 1952, to
                           Exhibit 4(a)(1)
       *4(a)(4)          Third Supplemental Indenture dated
                           as of January 1, 1954, to
                           Exhibit 4(a)(1)
       *4(a)(5)          Fourth Supplemental Indenture
                           dated as of November 1, 1954, to
                           Exhibit 4(a)(1)
        4(a)(6)          Tenth Supplemental Indenture dated  1-5663         10-K(1986)      4(a)(11)
                           as of September 1, 1965, to
                           Exhibit 4(a)(1)
        4(a)(7)          Eleventh Supplemental Indenture     2-32069        S-9(4/7/69)     2(m)
                           dated as of April 1, 1969, to
                           Exhibit 4(a)(1)
        4(a)(8)          Eighteenth Supplemental Indenture   1-5663         10-K(1993)      4(a)(8)
                           dated as of December 1, 1982, to
                           Exhibit 4(a)(1)
        4(a)(9)          Nineteenth Supplemental Indenture   1-5663         10-K(1993)      4(a)(9)
                           dated as of January 1, 1983, to
                           Exhibit 4(a)(1)
        4(a)(10)         Twenty-Sixth Supplemental           1-5663         8-K(3/90)       4(a)(27)
                           Indenture dated as of March 15,
                           1990, to Exhibit 4(a)(1)
        4(b)             Indenture between the Company and   33-24896       S-3(10/11/88)   4(b)
                           Bankers Trust Company, as
                           Trustee, dated as of October 1,
                           1988
</TABLE>

                                       20
<PAGE>   23

<TABLE>
<CAPTION>
                                                             SEC FILE OR    REGISTRATION
                                                             REGISTRATION     STATEMENT      EXHIBIT
                         EXHIBITS                               NUMBER        OR REPORT      NUMBER
-----------------------------------------------------------  ------------   -------------   ---------
<C>                      <S>                                 <C>            <C>             <C>
        4(b)(1)          Agreement Appointing Successor      333-02895      S-3(4/26/96)    4(a)(2)
                           Trustee dated as of April 1,
                           1996 by and among Central
                           Louisiana Electric Company,
                           Inc., Bankers Trust Company and
                           The Bank of New York
        4(c)             Trust Indenture (The Industrial     1-5663         10-K(1991)      4(i)
                           Development Board of the Parish
                           of Rapides, Inc. (Louisiana)
                           Adjustable Tender Pollution
                           Control Revenue Refunding Bonds,
                           Series 1991) dated as of May 1,
                           1991, between The Industrial
                           Development Board of the Parish
                           of Rapides, Inc. and First
                           National Bank of Commerce
        4(c)(1)          First Supplemental Trust Indenture  1-5663         10-K(1994)      4(e)(1)
                           (The Industrial Development
                           Board of the Parish of Rapides,
                           Inc. (Louisiana) Adjustable
                           Tender Pollution Control Revenue
                           Refunding Bonds, Series 1991)
                           dated as of May 1, 1993, between
                           The Industrial Development Board
                           of the Parish of Rapides, Inc.
                           and First National Bank of
                           Commerce, relating to Exhibit
                           4(c)
        4(d)             Refunding Agreement (The            1-5663         10-Q(6/91)      10(a)
                           Industrial Development Board of
                           the Parish of Rapides, Inc.
                           (Louisiana) Adjustable Tender
                           Pollution Control Revenue
                           Refunding Bonds, Series 1991)
                           dated as of May 1, 1991, between
                           the Company and The Industrial
                           Development Board of the Parish
                           of Rapides, Inc.
        4(e)             Trust Indenture (Parish of DeSoto,  1-5663         10-K(1991)      4(k)
                           State of Louisiana Adjustable
                           Tender Pollution Control Revenue
                           Refunding Bonds, Series 1991A)
                           dated as of May 1, 1991, between
                           Parish of DeSoto, State of
                           Louisiana and First National
                           Bank of Commerce
</TABLE>

                                       21
<PAGE>   24

<TABLE>
<CAPTION>
                                                             SEC FILE OR    REGISTRATION
                                                             REGISTRATION     STATEMENT      EXHIBIT
                         EXHIBITS                               NUMBER        OR REPORT      NUMBER
-----------------------------------------------------------  ------------   -------------   ---------
<C>                      <S>                                 <C>            <C>             <C>
        4(e)(1)          First Supplemental Trust Indenture  1-5663         10-K(1994)      4(g)(l)
                           (Parish of DeSoto, State of
                           Louisiana Adjustable Tender
                           Pollution Control Revenue
                           Refunding Bonds, Series 1991A)
                           dated as of May 1, 1993, between
                           the Parish of DeSoto, State of
                           Louisiana and First National
                           Bank of Commerce, relating to
                           Exhibit 4(e)
        4(f)             Refunding Agreement (Parish of      1-5663         10-Q(6/91)      10(b)
                           DeSoto, State of Louisiana
                           Adjustable Tender Pollution
                           Control Revenue Refunding Bonds,
                           Series 1991A) dated as of May 1,
                           1991, between the Parish of
                           DeSoto, State of Louisiana and
                           the Company
        4(g)             Trust Indenture (Parish of DeSoto,  1-5663         10-K(1991)      4(m)
                           State of Louisiana Adjustable
                           Tender Pollution Control Revenue
                           Refunding Bonds, Series 1991B)
                           dated as of May 1, 1991, between
                           the Parish of DeSoto, State of
                           Louisiana and First National
                           Bank of Commerce
        4(g)(1)          First Supplemental Trust Indenture  1-5663         10-K(1994)      4(i)(1)
                           (Parish of DeSoto, State of
                           Louisiana Adjustable Tender
                           Pollution Control Revenue
                           Refunding Bonds, Series 1991B)
                           dated as of May 1, 1993, between
                           the Parish of DeSoto, State of
                           Louisiana and First National
                           Bank of Commerce, relating to
                           Exhibit 4(g)
        4(h)             Refunding Agreement (Parish of      1-5663         10-Q(6/91)      10(c)
                           DeSoto, State of Louisiana
                           Adjustable Tender Pollution
                           Control Revenue Refunding Bonds,
                           Series 1991B) dated as of May 1,
                           1991, between the Parish of
                           DeSoto, State of Louisiana and
                           the Company
        4(i)             $100,000,000 Credit Agreement       1-5663         10-Q(6/95)      4
                           dated as of June 15, 1995, among
                           the Company, certain Banks
                           parties thereto, and The Bank of
                           New York, as Agent
</TABLE>

                                       22
<PAGE>   25

<TABLE>
<CAPTION>
                                                             SEC FILE OR    REGISTRATION
                                                             REGISTRATION     STATEMENT      EXHIBIT
                         EXHIBITS                               NUMBER        OR REPORT      NUMBER
-----------------------------------------------------------  ------------   -------------   ---------
<C>                      <S>                                 <C>            <C>             <C>
        4(j)             $25,000,000 Loan Agreement dated    1-5663         10-Q(3/97)      4
                           as of March 20, 1997, between
                           Whitney National Bank and the
                           Company
     **10(a)             1990 Long-Term Incentive            1-5663         1990 Proxy      A
                           Compensation Plan                                Statement
                                                                            (4/90)
     **10(b)             1981 Incentive Stock Option Plan    1-5663         10-K(1992)      10(i)
     **10(c)             Participation Agreement, Annual
                           Incentive Compensation Plan
     **10(d)             Deferred Compensation Plan for      1-5663         10-K(1992)      10(n)
                           Directors
     **10(e)(1)          Supplemental Executive Retirement   1-5663         10-K(1992)      10(o)(1)
                           Plan
     **10(e)(2)          Form of Supplemental Executive      1-5663         10-K(1992)      10(o)(2)
                           Retirement Plan Participation
                           Agreement between the Company
                           and the following officers:
                           Gregory L. Nesbitt, David M.
                           Eppler, Catherine C. Powell,
                           Darrell J. Dubroc and John L.
                           Baltes, Jr.
     **10(f)             Form of Executive Severance         1-5663         10-K(1995)      10(f)
                           Agreement between the Company
                           and the following officers:
                           Gregory L. Nesbitt, David M.
                           Eppler, Catherine C. Powell,
                           Darrell J. Dubroc and John L.
                           Baltes, Jr.
       10(h)(1)          Term Loan Agreement dated as of     1-5663         10-Q(3/91)      4(b)
                           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
       10(h)(2)          Assignment and Assumption           1-5663         10-Q            (3/91)
                           Agreement, effective as of May
                           6, 1991, between The Bank of New
                           York and the Canadian Imperial
                           Bank of Commerce, relating to
                           Exhibit 10(h)(1)
       10(h)(3)          Assignment and Assumption           1-5663         10-K(1991)      10(y)(3)
                           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(h)(1)1
</TABLE>

                                       23
<PAGE>   26

<TABLE>
<CAPTION>
                                                             SEC FILE OR    REGISTRATION
                                                             REGISTRATION     STATEMENT      EXHIBIT
                         EXHIBITS                               NUMBER        OR REPORT      NUMBER
-----------------------------------------------------------  ------------   -------------   ---------
<C>                      <S>                                 <C>            <C>             <C>
       10(h)(4)          Assignment and Assumption           1-5663         10-K(1992)      10(bb)(4)
                           Agreement dated as of July 6,
                           1992, among 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(h)(1)
      *10(i)             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
                           Gironzentiale, New York Branch,
                           as Agent
       10(i)(1)          Remarketing Agreement (The          1-5663         10-Q(9/94)      10(a)
                           Industrial Development Board of
                           the Parish of Rapides, Inc.
                           (Louisiana) Adjustable Tender
                           Pollution Control Revenue
                           Refunding Bonds, Series 1991)
                           dated as of July 19, 1994,
                           between the Company and
                           PaineWebber Incorporated
       10(i)(2)          Tender Agreement (The Industrial    1-5663         10-K(1991)      10(z)(2)
                           Development Board of the Parish
                           of Rapides, Inc. (Louisiana)
                           Adjustable Tender Pollution
                           Control Revenue Refunding Bonds,
                           Series 1991) dated as of May 1,
                           1991, among First National Bank
                           of Commerce, as Trustee, the
                           Company, The First National Bank
                           of Chicago, as Tender Agent and
                           Registrar, Smith Barney, Harris
                           Upham & Co. Incorporated, as
                           Remarketing Agent, and Swiss
                           Bank Corporation, as Bank
</TABLE>

                                       24
<PAGE>   27

<TABLE>
<CAPTION>
                                                             SEC FILE OR    REGISTRATION
                                                             REGISTRATION     STATEMENT      EXHIBIT
                         EXHIBITS                               NUMBER        OR REPORT      NUMBER
-----------------------------------------------------------  ------------   -------------   ---------
<C>                      <S>                                 <C>            <C>             <C>
       10(i)(3)          Amendment No. 1 to Reimbursement    1-5663         10-K(1994)      10(p)(3)
                         Agreements (The Industrial
                           Development Board of the Parish
                           of Rapides, Inc. (Louisiana)
                           Adjustable Tender Pollution
                           Control Revenue Refunding Bonds,
                           Series 1991, 1991A and 1991B)
                           dated as of December 9, 1994,
                           among the Company, various
                           financial institutions, Swiss
                           Bank Corporation, New York
                           Branch, as Issuer of the Letters
                           of Credit, and Swiss Bank
                           Corporation, New York Branch, as
                           Agent, relating to Exhibits
                           10(i), 10(j) and 10(k)
      *10(j)             Reimbursement Agreement (Parish of
                           DeSoto, State of Louisiana
                           Adjustable Tender Pollution
                           Control Revenue Refunding Bonds,
                           Series 1991A) dated as of
                           October 15, 1997, among the
                           Company, various financial
                           institutions, and Westdeutsche
                           Landesbank Gironzentiale, New
                           York Branch, as Agent
       10(j)(1)          Remarketing Agreement (Parish of    1-5663         10-Q(9/94)      10(b)
                           DeSoto, State of Louisiana
                           Adjustable Tender Pollution
                           Control Revenue Refunding Bonds,
                           Series 1991A) dated as of July
                           19, 1994, between the Company
                           and PaineWebber Incorporated
       10(j)(2)          Tender Agreement (Parish of         1-5663         10-K(1991)      10(aa)(2)
                           DeSoto, State of Louisiana
                           Adjustable Tender Pollution
                           Control Revenue Refunding Bonds,
                           Series 1991A) dated as of May 1,
                           1991, among First National Bank
                           of Commerce, as Trustee, the
                           Company, The First National Bank
                           of Chicago, as Tender Agent and
                           Registrar, Smith Barney, Harris
                           Upham & Co. Incorporated, as
                           Remarketing Agent, and Swiss
                           Bank Corporation, as Bank
</TABLE>

                                       25
<PAGE>   28

<TABLE>
<CAPTION>
                                                             SEC FILE OR    REGISTRATION
                                                             REGISTRATION     STATEMENT      EXHIBIT
                         EXHIBITS                               NUMBER        OR REPORT      NUMBER
-----------------------------------------------------------  ------------   -------------   ---------
<C>                      <S>                                 <C>            <C>             <C>
      *10(k)             Reimbursement Agreement (Parish of
                           DeSoto, State of Louisiana
                           Adjustable Tender Pollution
                           Control Revenue Refunding Bonds,
                           Series 1991B) dated as of
                           October 15, 1997, among the
                           Company, various financial
                           institutions, and Westdeutsche
                           Landesbank Gironzentiale, New
                           York Branch, as Agent
       10(k)(1)          Remarketing Agreement (Parish of    1-5663         10-Q(9/94)      10(c)
                           DeSoto, State of Louisiana
                           Adjustable Tender Pollution
                           Control Revenue Refunding Bonds,
                           Series 1991B) dated as of July
                           19, 1994, between the Company
                           and PaineWebber Incorporated
       10(k)(2)          Tender Agreement (Parish of         1-5663         10-K(1991)      10(bb)(2)
                           DeSoto, State of Louisiana
                           Adjustable Tender Pollution
                           Control Revenue Refunding Bonds,
                           Series 1991B) dated as of May 1,
                           1991, among First National Bank
                           of Commerce, as Trustee, the
                           Company, The First National Bank
                           of Chicago, as Tender Agent and
                           Registrar, Smith Barney, Harris
                           Upham & Co. Incorporated, as
                           Remarketing Agent, and Swiss
                           Bank Corporation, as Bank
       10(l)             Selling Agency Agreement between    333-02895      S-3(12/10/96)   1
                           the Company and Salomon Brothers
                           Inc, Merrill Lynch & Co., Smith
                           Barney Inc. and First Chicago
                           Capital Markets, Inc. dated as
                           of December 12, 1996
      *10(m)             401(k) Savings and Investment Plan
                           ESOP Trust Agreement dated as of
                           August 1, 1997, between UMB
                           Bank, N.A. and the Company
      *10(m)(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
      *11                Computation of Net Income Per
                           Common Share
</TABLE>

                                       26
<PAGE>   29

<TABLE>
<CAPTION>
                                                             SEC FILE OR    REGISTRATION
                                                             REGISTRATION     STATEMENT      EXHIBIT
                         EXHIBITS                               NUMBER        OR REPORT      NUMBER
-----------------------------------------------------------  ------------   -------------   ---------
<C>                      <S>                                 <C>            <C>             <C>
      *12                Computation of Earnings to Fixed
                           Charges and Earnings to Combined
                           Fixed Charges and Preferred
                           Stock Dividends
      *13                Management's Discussion and
                           Analysis of Financial Condition
                           and Results of Operations,
                           Consolidated Financial
                           Statements and Notes and Report
                           of Independent Accountants
      *23                Consent of Independent Accountants
      *24                Power of Attorney from each
                           Director of the Company whose
                           signature is affixed to this
                           Form 10-K for the year ended
                           December 31, 1997
      *27                Financial Data Schedule UT
</TABLE>

14(b) Reports on Form 8-K

     During the three-month period ended December 31, 1997, the Company filed no
Current Reports on Form 8-K.

                                       27
<PAGE>   30

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders
of Central Louisiana Electric Company, Inc.:

     Our report on the consolidated financial statements of Central Louisiana
Electric Company, Inc. has been incorporated by reference in this Form 10-K from
page 32 of the 1997 Annual Report to Shareholders of Central Louisiana Electric
Company, Inc. In connection with our audits of such financial statements, we
have also audited the related financial statement schedule listed in Item
14(a)(2) on page 25 of this Form 10-K. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this financial statement schedule based upon our audit.

     In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.

COOPERS & LYBRAND L.L.P.

New Orleans, Louisiana
January 27, 1998

                                       28
<PAGE>   31

                    CENTRAL LOUISIANA ELECTRIC COMPANY, INC.

                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                  COL. A                       COL. B        COL. C          COL. D            COL. E
-------------------------------------------  ----------    ----------    ---------------    ------------
                                                           ADDITIONS      UNCOLLECTIBLE
                                             BALANCE AT    CHARGED TO       ACCOUNTS         BALANCE AT
                                             BEGINNING     COSTS AND       WRITE-OFFS,         END OF
   ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS      OF PERIOD      EXPENSES     LESS RECOVERIES     PERIOD(1)
   ------------------------------------      ----------    ----------    ---------------    ------------
<S>                                          <C>           <C>           <C>                <C>
Year Ended December 31, 1997...............     $681          $770            $767              $684
Year Ended December 31, 1996...............     $538          $887            $744              $681
Year Ended December 31, 1995...............     $444          $817            $723              $538
</TABLE>

---------------

(1) Deducted in the balance sheet.

                                       29
<PAGE>   32

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                            CENTRAL LOUISIANA ELECTRIC
                                              COMPANY, INC.
                                                        (Registrant)

                                                 /s/ GREGORY L. NESBITT
                                            ------------------------------------
                                               Gregory L. Nesbitt, President
                                                and Chief Executive Officer)

Date: March 31, 1998

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                      SIGNATURE                                        TITLE                         DATE
                      ---------                                        -----                         ----
<C>                                                    <S>                                    <C>

               /s/ GREGORY L. NESBITT                  President, Chief Executive Officer       March 31, 1998
-----------------------------------------------------    and Director
                (Gregory L. Nesbitt)                     (Principal Executive Officer)

                /s/ THOMAS J. HOWLIN                   Senior Vice President, Finance           March 31, 1998
-----------------------------------------------------    (Chief Financial Officer)
                 (Thomas J. Howlin)

                 SHERIAN G. CADORIA

                 RICHARD B. CROWELL

                 J. PATRICK GARRETT

                  F. BEN JAMES, JR.

                    HUGH J. KELLY                                   Directors*

               A. DELOACH MARTIN, JR.

                 ROBERT T. RATCLIFF

                  EDWARD M. SIMMONS

               WILLIAM H. WALKER, JR.

             * By: /s/ THOMAS J. HOWLIN                                                       March 31, 1998
  -------------------------------------------------
       (Thomas J. Howlin, as Attorney-in-Fact)
</TABLE>

                                       30
<PAGE>   33

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                             SEC FILE OR    REGISTRATION
                                                             REGISTRATION     STATEMENT      EXHIBIT
                         EXHIBITS                               NUMBER        OR REPORT      NUMBER
-----------------------------------------------------------  ------------   -------------   ---------
<C>                      <S>                                 <C>            <C>             <C>
        3(a)             Restated Articles of Incorporation  1-5663         10-Q(3/92)      3
                           of the Company dated as of July
                           24, 1989, as amended through
                           April 24, 1992
        3(b)             Amended and Restated Bylaws of the  1-5663         10-Q(3/97)      3
                           Company, as amended to April 25,
                           1997
       *4(a)(1)          Indenture of Mortgage dated as of
                           July 1, 1950, between the
                           Company and First National Bank
                           of New Orleans, as Trustee
       *4(a)(2)          First Supplemental Indenture dated
                           as of October 1, 1951, to
                           Exhibit 4(a)(1)
       *4(a)(3)          Second Supplemental Indenture
                           dated as of June 1, 1952, to
                           Exhibit 4(a)(1)
       *4(a)(4)          Third Supplemental Indenture dated
                           as of January 1, 1954, to
                           Exhibit 4(a)(1)
       *4(a)(5)          Fourth Supplemental Indenture
                           dated as of November 1, 1954, to
                           Exhibit 4(a)(1)
        4(a)(6)          Tenth Supplemental Indenture dated  1-5663         10-K(1986)      4(a)(11)
                           as of September 1, 1965, to
                           Exhibit 4(a)(1)
        4(a)(7)          Eleventh Supplemental Indenture     2-32069        S-9(4/7/69)     2(m)
                           dated as of April 1, 1969, to
                           Exhibit 4(a)(1)
        4(a)(8)          Eighteenth Supplemental Indenture   1-5663         10-K(1993)      4(a)(8)
                           dated as of December 1, 1982, to
                           Exhibit 4(a)(1)
        4(a)(9)          Nineteenth Supplemental Indenture   1-5663         10-K(1993)      4(a)(9)
                           dated as of January 1, 1983, to
                           Exhibit 4(a)(1)
        4(a)(10)         Twenty-Sixth Supplemental           1-5663         8-K(3/90)       4(a)(27)
                           Indenture dated as of March 15,
                           1990, to Exhibit 4(a)(1)
        4(b)             Indenture between the Company and   33-24896       S-3(10/11/88)   4(b)
                           Bankers Trust Company, as
                           Trustee, dated as of October 1,
                           1988
</TABLE>
<PAGE>   34

<TABLE>
<CAPTION>
                                                             SEC FILE OR    REGISTRATION
                                                             REGISTRATION     STATEMENT      EXHIBIT
                         EXHIBITS                               NUMBER        OR REPORT      NUMBER
-----------------------------------------------------------  ------------   -------------   ---------
<C>                      <S>                                 <C>            <C>             <C>
        4(b)(1)          Agreement Appointing Successor      333-02895      S-3(4/26/96)    4(a)(2)
                           Trustee dated as of April 1,
                           1996 by and among Central
                           Louisiana Electric Company,
                           Inc., Bankers Trust Company and
                           The Bank of New York
        4(c)             Trust Indenture (The Industrial     1-5663         10-K(1991)      4(i)
                           Development Board of the Parish
                           of Rapides, Inc. (Louisiana)
                           Adjustable Tender Pollution
                           Control Revenue Refunding Bonds,
                           Series 1991) dated as of May 1,
                           1991, between The Industrial
                           Development Board of the Parish
                           of Rapides, Inc. and First
                           National Bank of Commerce
        4(c)(1)          First Supplemental Trust Indenture  1-5663         10-K(1994)      4(e)(1)
                           (The Industrial Development
                           Board of the Parish of Rapides,
                           Inc. (Louisiana) Adjustable
                           Tender Pollution Control Revenue
                           Refunding Bonds, Series 1991)
                           dated as of May 1, 1993, between
                           The Industrial Development Board
                           of the Parish of Rapides, Inc.
                           and First National Bank of
                           Commerce, relating to Exhibit
                           4(c)
        4(d)             Refunding Agreement (The            1-5663         10-Q(6/91)      10(a)
                           Industrial Development Board of
                           the Parish of Rapides, Inc.
                           (Louisiana) Adjustable Tender
                           Pollution Control Revenue
                           Refunding Bonds, Series 1991)
                           dated as of May 1, 1991, between
                           the Company and The Industrial
                           Development Board of the Parish
                           of Rapides, Inc.
        4(e)             Trust Indenture (Parish of DeSoto,  1-5663         10-K(1991)      4(k)
                           State of Louisiana Adjustable
                           Tender Pollution Control Revenue
                           Refunding Bonds, Series 1991A)
                           dated as of May 1, 1991, between
                           Parish of DeSoto, State of
                           Louisiana and First National
                           Bank of Commerce
</TABLE>
<PAGE>   35

<TABLE>
<CAPTION>
                                                             SEC FILE OR    REGISTRATION
                                                             REGISTRATION     STATEMENT      EXHIBIT
                         EXHIBITS                               NUMBER        OR REPORT      NUMBER
-----------------------------------------------------------  ------------   -------------   ---------
<C>                      <S>                                 <C>            <C>             <C>
        4(e)(1)          First Supplemental Trust Indenture  1-5663         10-K(1994)      4(g)(l)
                           (Parish of DeSoto, State of
                           Louisiana Adjustable Tender
                           Pollution Control Revenue
                           Refunding Bonds, Series 1991A)
                           dated as of May 1, 1993, between
                           the Parish of DeSoto, State of
                           Louisiana and First National
                           Bank of Commerce, relating to
                           Exhibit 4(e)
        4(f)             Refunding Agreement (Parish of      1-5663         10-Q(6/91)      10(b)
                           DeSoto, State of Louisiana
                           Adjustable Tender Pollution
                           Control Revenue Refunding Bonds,
                           Series 1991A) dated as of May 1,
                           1991, between the Parish of
                           DeSoto, State of Louisiana and
                           the Company
        4(g)             Trust Indenture (Parish of DeSoto,  1-5663         10-K(1991)      4(m)
                           State of Louisiana Adjustable
                           Tender Pollution Control Revenue
                           Refunding Bonds, Series 1991B)
                           dated as of May 1, 1991, between
                           the Parish of DeSoto, State of
                           Louisiana and First National
                           Bank of Commerce
        4(g)(1)          First Supplemental Trust Indenture  1-5663         10-K(1994)      4(i)(1)
                           (Parish of DeSoto, State of
                           Louisiana Adjustable Tender
                           Pollution Control Revenue
                           Refunding Bonds, Series 1991B)
                           dated as of May 1, 1993, between
                           the Parish of DeSoto, State of
                           Louisiana and First National
                           Bank of Commerce, relating to
                           Exhibit 4(g)
        4(h)             Refunding Agreement (Parish of      1-5663         10-Q(6/91)      10(c)
                           DeSoto, State of Louisiana
                           Adjustable Tender Pollution
                           Control Revenue Refunding Bonds,
                           Series 1991B) dated as of May 1,
                           1991, between the Parish of
                           DeSoto, State of Louisiana and
                           the Company
        4(i)             $100,000,000 Credit Agreement       1-5663         10-Q(6/95)      4
                           dated as of June 15, 1995, among
                           the Company, certain Banks
                           parties thereto, and The Bank of
                           New York, as Agent
</TABLE>
<PAGE>   36

<TABLE>
<CAPTION>
                                                             SEC FILE OR    REGISTRATION
                                                             REGISTRATION     STATEMENT      EXHIBIT
                         EXHIBITS                               NUMBER        OR REPORT      NUMBER
-----------------------------------------------------------  ------------   -------------   ---------
<C>                      <S>                                 <C>            <C>             <C>
        4(j)             $25,000,000 Loan Agreement dated    1-5663         10-Q(3/97)      4
                           as of March 20, 1997, between
                           Whitney National Bank and the
                           Company
     **10(a)             1990 Long-Term Incentive            1-5663         1990 Proxy      A
                           Compensation Plan                                Statement
                                                                            (4/90)
     **10(b)             1981 Incentive Stock Option Plan    1-5663         10-K(1992)      10(i)
     **10(c)             Participation Agreement, Annual
                           Incentive Compensation Plan
     **10(d)             Deferred Compensation Plan for      1-5663         10-K(1992)      10(n)
                           Directors
     **10(e)(1)          Supplemental Executive Retirement   1-5663         10-K(1992)      10(o)(1)
                           Plan
     **10(e)(2)          Form of Supplemental Executive      1-5663         10-K(1992)      10(o)(2)
                           Retirement Plan Participation
                           Agreement between the Company
                           and the following officers:
                           Gregory L. Nesbitt, David M.
                           Eppler, Catherine C. Powell,
                           Darrell J. Dubroc and John L.
                           Baltes, Jr.
     **10(f)             Form of Executive Severance         1-5663         10-K(1995)      10(f)
                           Agreement between the Company
                           and the following officers:
                           Gregory L. Nesbitt, David M.
                           Eppler, Catherine C. Powell,
                           Darrell J. Dubroc and John L.
                           Baltes, Jr.
       10(h)(1)          Term Loan Agreement dated as of     1-5663         10-Q(3/91)      4(b)
                           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, relating to
                           Exhibit 10(m)
       10(h)(2)          Assignment and Assumption           1-5663         10-Q            (3/91)
                           Agreement, effective as of May
                           6, 1991, between The Bank of New
                           York and the Canadian Imperial
                           Bank of Commerce, relating to
                           Exhibit 10(h)(1)
       10(h)(3)          Assignment and Assumption           1-5663         10-K(1991)      10(y)(3)
                           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(h)(1)1
</TABLE>
<PAGE>   37

<TABLE>
<CAPTION>
                                                             SEC FILE OR    REGISTRATION
                                                             REGISTRATION     STATEMENT      EXHIBIT
                         EXHIBITS                               NUMBER        OR REPORT      NUMBER
-----------------------------------------------------------  ------------   -------------   ---------
<C>                      <S>                                 <C>            <C>             <C>
       10(h)(4)          Assignment and Assumption           1-5663         10-K(1992)      10(bb)(4)
                           Agreement dated as of July 6,
                           1992, among 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(h)(1)
      *10(i)             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
                           Gironzentiale, New York Branch,
                           as Agent
       10(i)(1)          Remarketing Agreement (The          1-5663         10-Q(9/94)      10(a)
                           Industrial Development Board of
                           the Parish of Rapides, Inc.
                           (Louisiana) Adjustable Tender
                           Pollution Control Revenue
                           Refunding Bonds, Series 1991)
                           dated as of July 19, 1994,
                           between the Company and
                           PaineWebber Incorporated
       10(i)(2)          Tender Agreement (The Industrial    1-5663         10-K(1991)      10(z)(2)
                           Development Board of the Parish
                           of Rapides, Inc. (Louisiana)
                           Adjustable Tender Pollution
                           Control Revenue Refunding Bonds,
                           Series 1991) dated as of May 1,
                           1991, among First National Bank
                           of Commerce, as Trustee, the
                           Company, The First National Bank
                           of Chicago, as Tender Agent and
                           Registrar, Smith Barney, Harris
                           Upham & Co. Incorporated, as
                           Remarketing Agent, and Swiss
                           Bank Corporation, as Bank
</TABLE>
<PAGE>   38

<TABLE>
<CAPTION>
                                                             SEC FILE OR    REGISTRATION
                                                             REGISTRATION     STATEMENT      EXHIBIT
                         EXHIBITS                               NUMBER        OR REPORT      NUMBER
-----------------------------------------------------------  ------------   -------------   ---------
<C>                      <S>                                 <C>            <C>             <C>
       10(i)(3)          Amendment No. 1 to Reimbursement    1-5663         10-K(1994)      10(p)(3)
                         Agreements (The Industrial
                           Development Board of the Parish
                           of Rapides, Inc. (Louisiana)
                           Adjustable Tender Pollution
                           Control Revenue Refunding Bonds,
                           Series 1991, 1991A and 1991B)
                           dated as of December 9, 1994,
                           among the Company, various
                           financial institutions, Swiss
                           Bank Corporation, New York
                           Branch, as Issuer of the Letters
                           of Credit, and Swiss Bank
                           Corporation, New York Branch, as
                           Agent, relating to Exhibits
                           10(i), 10(j) and 10(k)
      *10(j)             Reimbursement Agreement (Parish of
                           DeSoto, State of Louisiana
                           Adjustable Tender Pollution
                           Control Revenue Refunding Bonds,
                           Series 1991A) dated as of
                           October 15, 1997, among the
                           Company, various financial
                           institutions, and Westdeutsche
                           Landesbank Gironzentiale, New
                           York Branch, as Agent
       10(j)(1)          Remarketing Agreement (Parish of    1-5663         10-Q(9/94)      10(b)
                           DeSoto, State of Louisiana
                           Adjustable Tender Pollution
                           Control Revenue Refunding Bonds,
                           Series 1991A) dated as of July
                           19, 1994, between the Company
                           and PaineWebber Incorporated
       10(j)(2)          Tender Agreement (Parish of         1-5663         10-K(1991)      10(aa)(2)
                           DeSoto, State of Louisiana
                           Adjustable Tender Pollution
                           Control Revenue Refunding Bonds,
                           Series 1991A) dated as of May 1,
                           1991, among First National Bank
                           of Commerce, as Trustee, the
                           Company, The First National Bank
                           of Chicago, as Tender Agent and
                           Registrar, Smith Barney, Harris
                           Upham & Co. Incorporated, as
                           Remarketing Agent, and Swiss
                           Bank Corporation, as Bank
</TABLE>
<PAGE>   39

<TABLE>
<CAPTION>
                                                             SEC FILE OR    REGISTRATION
                                                             REGISTRATION     STATEMENT      EXHIBIT
                         EXHIBITS                               NUMBER        OR REPORT      NUMBER
-----------------------------------------------------------  ------------   -------------   ---------
<C>                      <S>                                 <C>            <C>             <C>
      *10(k)             Reimbursement Agreement (Parish of
                           DeSoto, State of Louisiana
                           Adjustable Tender Pollution
                           Control Revenue Refunding Bonds,
                           Series 1991B) dated as of
                           October 15, 1997, among the
                           Company, various financial
                           institutions, and Westdeutsche
                           Landesbank Gironzentiale, New
                           York Branch, as Agent
       10(k)(1)          Remarketing Agreement (Parish of    1-5663         10-Q(9/94)      10(c)
                           DeSoto, State of Louisiana
                           Adjustable Tender Pollution
                           Control Revenue Refunding Bonds,
                           Series 1991B) dated as of July
                           19, 1994, between the Company
                           and PaineWebber Incorporated
       10(k)(2)          Tender Agreement (Parish of         1-5663         10-K(1991)      10(bb)(2)
                           DeSoto, State of Louisiana
                           Adjustable Tender Pollution
                           Control Revenue Refunding Bonds,
                           Series 1991B) dated as of May 1,
                           1991, among First National Bank
                           of Commerce, as Trustee, the
                           Company, The First National Bank
                           of Chicago, as Tender Agent and
                           Registrar, Smith Barney, Harris
                           Upham & Co. Incorporated, as
                           Remarketing Agent, and Swiss
                           Bank Corporation, as Bank
       10(l)             Selling Agency Agreement between    333-02895      S-3(12/10/96)   1
                           the Company and Salomon Brothers
                           Inc, Merrill Lynch & Co., Smith
                           Barney Inc. and First Chicago
                           Capital Markets, Inc. dated as
                           of December 12, 1996
      *10(m)             401(k) Savings and Investment Plan
                           ESOP Trust Agreement dated as of
                           August 1, 1997, between UMB
                           Bank, N.A. and the Company
      *10(m)(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
      *11                Computation of Net Income Per
                           Common Share
</TABLE>
<PAGE>   40

<TABLE>
<CAPTION>
                                                             SEC FILE OR    REGISTRATION
                                                             REGISTRATION     STATEMENT      EXHIBIT
                         EXHIBITS                               NUMBER        OR REPORT      NUMBER
-----------------------------------------------------------  ------------   -------------   ---------
<C>                      <S>                                 <C>            <C>             <C>
      *12                Computation of Earnings to Fixed
                           Charges and Earnings to Combined
                           Fixed Charges and Preferred
                           Stock Dividends
      *13                Management's Discussion and
                           Analysis of Financial Condition
                           and Results of Operations,
                           Consolidated Financial
                           Statements and Notes and Report
                           of Independent Accountants
      *23                Consent of Independent Accountants
      *24                Power of Attorney from each
                           Director of the Company whose
                           signature is affixed to this
                           Form 10-K for the year ended
                           December 31, 1997
      *27                Financial Data Schedule UT
</TABLE>