FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * NOLEN KATHLEEN F 2. Issuer Name and Ticker or Trading Symbol CLECO CORP [CNL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Treasurer (Last) (First) (Middle) P.O. BOX 5000 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2004 (Street) PINEVILLE, LA 71361-5000 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (check applicable line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock, $1 par 11/15/2004   J4(1) 145.74 A $ (2) 12,892.514 D   Common Stock, $1 par 12/31/2004   J4(3) 0.0474 A $ (4) 0.9761 I 401(k) Convertible Preferred Stock, Series of 1991 12/31/2004   J4(5) 64.7096 A $ (6) 530.9883 I ESOP Common Stock, $1 par 11/15/2004   J4(7) 67.0702 A $ (8) 1,255.3559 I By Husband and in trust for minor children Convertible Preferred Stock, Series of 1991 12/31/2004   J4(5) 18.1341 A $ (6) 221.5095 I Husband's ESOP

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SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
NOLEN KATHLEEN F P.O. BOX 5000 PINEVILLE, LA 71361-5000	Â	Â	  Treasurer	Â

Signatures

Judy P. Miller, Atty-in-Fact for Kathleen F. Nolen		01/31/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares acquired through the Company's dividend reinvestment plan during 2004.
(2)	$16.75 - $19.392
(3)	Contributions and/or reinvestment of dividends under the Company's 401(k) plan during 2004.
(4)	$17.24 - $20.26
(5)	Allocation of shares under the Company's ESOP.
(6)	$165.50 - $194.50
(7)	Includes 56.399 shares acquired by the reporting person's husband through the Company's dividend reinvestment plan, 0.0692 acquired by the reporting person's husband through contributions and/or reinvestment of dividends under the Company's 401(k) plan, and 10.602 shares acquired by a trust for the benefit of the reporting person's minor children through the Company's dividend reinvestment plan.
(8)	$16.75 - $19.392

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