04-14674. Issuer Delisting; Notice of Application of Cleco Corporation To Withdraw its Common Stock, $1.00 Par Value, and Associated Rights To Purchase Preferred Stock From Listing and Registration on the Pacific Exchange, Inc. File No. 1-05663

June 23, 2004.

On June 17, 2004, Cleco Corporation, a Louisiana corporation (“Issuer”), filed an application with the Securities and Exchange Commission (“Commission”), pursuant to section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its common stock, $1.00 par value, and associated rights to purchase preferred stock (“Securities”), from listing and registration on the Pacific Exchange, Inc. (“PCX” or “Exchange”).

The Board of Directors of the Issuer adopted resolutions on April 23, 2004, to withdraw the Issuer's Securities from listing on the PCX. The Issuer states that the following reasons factored into its decision to withdraw its Securities from the PCX: (i) The Issuer has maintained a dual listing of its Securities on the New York Stock Exchange, Inc. (“NYSE”) and the PCX since 1988; (ii) at the time of the 1988 PCX listing, a regional exchange listing was thought to provide added liquidity to a NYSE-traded stock since some investors traded only on regional exchanges. Since that time, the advances in electronic trading platforms have essentially created a single domestic trading platform and eliminated the benefit of dual listings on regional exchanges; (iii) the PCX listing adds additional fees and results in dual reporting requirements and; (iv) the Issuer believes that since the listing on the PCX no longer provides additional value, delisting the Securities will lower fees and reduce reporting activities. In addition, the Issuer states that the Securities will continue to trade on the NYSE.

The Issuer stated in its application that it has complied with PCX's Rule 5.4(b) by complying with all applicable laws in effect in the State of Louisiana and by providing PCX with the required documents governing the removal of securities from listing and registration on the Exchange. The Issuer's application relates solely to the withdrawal of the Securities from listing on the PCX and shall not affect its continued listing on the NYSE or its obligation to be registered under section 12(b) of the Act.^[3]

Any interested person may, on or before July 19, 2004, comment on the facts bearing upon whether the application has been made in accordance with the rules of the PCX, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic Comments

• Send an e-mail to [e-mail]. Please include the File Number 1-05663 or;

Paper Comments

• Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609.

All submissions should refer to File Number 1-05663. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/​rules/​delist.shtml). Comments are also available for public inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, NW., Washington, DC 20549. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[4]

Jill M. Peterson,

Assistant Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 1 (b).

4.  17 CFR 200.30-3(a)(1).