SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Johnson William Keith Jr. (Last) (First) (Middle) 2030 DONAHUE FERRY ROAD (Street) PINEVILLE LA 71360 (City) (State) (Zip)	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) Acting VP - Cleco Midstream
	3. Date of Earliest Transaction (Month/Day/Year) 08/09/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $1.00 par	08/09/2010		M		7,500	A	(1)	22,313.6385(2)	D
Common Stock, $1.00 par	08/09/2010		S		7,500	D	$29.0523	14,813.6385	D

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 Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option	$22.25	08/09/2010		X			5,000	07/27/2006	07/27/2011	Common Stock, $1.00 par	5,000	(3)	2,500	D
Non-Qualified Stock Option	$24.25	08/09/2010		X			2,500	04/17/2007	04/17/2012	Common Stock, $1.00 par	2,500	(3)	0	D

Explanation of Responses:

1. 5,000 shares @ $22.25; 2,500 shares @ $24.25.

2. Total includes 166.0391 shares acquired through the Company's 401(k) and 0.0409 shares acquired through the Company's Employee Stock Purchase Plan from 1/1/2010 through 6/30/2010.

3. Right to buy granted under the Company's 2000 Long-Term Incentive Compensation Plan.

Remarks:

	Wade A. Hoefling, Atty-in-Fact for William Keith Johnson, Jr.	08/09/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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