8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2008

CLECO CORPORATION

(Exact name of registrant as specified in its charter)

Louisiana	1-15759	72-1445282
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

2030 Donahue Ferry Road
Pineville, Louisiana	71360-5226
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (318) 484-7400

CLECO POWER LLC

(Exact name of registrant as specified in its charter)

Louisiana	1-05663	72-0244480
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

2030 Donahue Ferry Road
Pineville, Louisiana	71360-5226
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code: (318) 484-7400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 29, 2008, the Board of Directors of Cleco Corporation (the “Company”) elected Logan W. Kruger as a director of the Company effective October 1, 2008 and the Board of Managers of Cleco Power LLC (“Cleco Power”) elected Mr. Kruger as a member of the Board of Managers of Cleco Power effective October 1, 2008.  Mr. Kruger has served as the president, chief executive officer and a director of Century Aluminum Company, a publicly held company owning primary aluminum capacity in the United States and Iceland and having an ownership interest in alumina and bauxite assets in the United States and Jamaica, since December 2005.  Prior to that time, Mr. Kruger was employed by Inco Limited, a publicly held company engaged in the mining, processing and marketing of nickel and nickel-related products, where he served as executive vice president of technical services from September 2003 until September 2005 and as president, Inco Asia Pacific from September 2005 until November 2005.  Mr. Kruger, who is 58 years old, will be a Class III director of the Company whose term of office will expire at the Company’s 2009 annual meeting of shareholders.

Item 5.03        Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective October 1, 2008 and in connection with the election of Mr. Kruger, the Board of Directors of the Company amended the Company’s Bylaws to increase the number of directors serving on the board to ten.  Similarly, the Board of Managers of Cleco Power amended the Operating Agreement of Cleco Power to change the number of managers serving on the board to ten.  Prior to these amendments, the Company’s Bylaws provided for nine directors to serve on its board and Cleco Power’s Operating Agreement provided for eleven members to serve on its board.  In addition, the Board of Managers of Cleco Power amended the Operating Agreement of Cleco Power to provide that all regular meetings of the Board of Managers (other than the annual meeting) shall be held on the last Friday in January, July and October, except as otherwise provided by resolution of the Board of Managers.  Prior to the amendment, regular meetings of the Board of Managers (other than the annual meeting) were held on the fourth Friday in January and on the third Friday after the first Monday in the months of July and October.  The text of the amendment to the Company’s Bylaws is filed as exhibit 3.1 to this Current Report and the text of the amendment to Cleco Power’s Operating Agreement is filed as exhibit 3.2 to this Current Report.

Item 9.01         Financial Statements and Exhibits.

(c) Exhibits.

The following exhibit is filed herewith:

3.1 Text of the Amendment to the Bylaws of Cleco Corporation.

3.2 Text of the Amendment to the Operating Agreement of Cleco Power LLC.

SIGNATURES

Pursuant to the requirements 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.

	CLECO CORPORATION
Date:      October 1, 2008	By:    /s/  R. Russell Davis
	R. Russell Davis
	Vice President, Chief Accounting          Officer & Interim CFO

Pursuant to the requirements 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.

	CLECO POWER LLC
Date:      October 1, 2008	By:    /s/  R. Russell Davis
	R. Russell Davis
	Vice President, Chief Accounting          Officer & Interim CFO

EXHIBIT INDEX

Exhibit Number	Exhibit Description
3.1	Text of the Amendment to the Bylaws of Cleco Corporation.
3.2	Text of the Amendment to the Operating Agreement of Cleco Power LLC.

EX-3.1

EXHIBIT 3.1

Article III, Section 1(a) of Cleco Corporation’s Bylaws has been amended to read as follows:

Section 1.      Certain General Provisions

(a)   Number.  The corporate powers of the Corporation shall be vested in and exercised, and the business and affairs of the Corporation shall be managed, by a board of directors which shall consist of ten (10) directors.

EX-3.2

EXHIBIT 3.2

Section 7a. of the Operating Agreement of Cleco Power LLC has been amended to read as follows:

Section 7.        Management and Control of the Company.

      a.Management of the Company by Managers.  The powers of the Company shall be vested in and exercised, and the business and affairs of the Company shall be managed, by a board of managers which shall consist of ten (10) managers.

Section 7h. of the Operating Agreement of Cleco Power LLC has been amended to read as follows:

Section 7.         Management and Control of the Company.

h.          Annual and Regular Meetings.  Within 45 days after each annual meeting of the Members, and if possible on the date of each annual meeting of the Members immediately following each such meeting, the board of managers shall hold an annual meeting for the purpose of electing officers and transacting other Company business.  Such meeting shall be called in the manner for calling regular or special meetings of the board of managers.

Except as otherwise provided by resolution of the board of managers, other regular meetings of the board of managers shall be held on the last Friday in January, July and October at such places as the chief executive officer or president may direct in the notices of such meetings.  At least five days' notice by mail or written telecommunication shall be given to each manager of the time and place of holding each regular meeting of the board of managers.

The failure to hold a regular meeting shall have no effect on the Company, its managers or officers.