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

On July 25, 2008, the Board of Directors of Cleco Corporation (the "Company") amended the Company's Bylaws to state that all regular meetings of the Board of Directors (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 directors. Prior to the amendment, regular meetings of the Board of Directors (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 is filed as Exhibit 3.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits

The following exhibit is filed herewith:

3.1 Text of the Amendment to the Bylaws of Cleco Corporation

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