FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

RATCLIFF ROBERT T SR 		2. Issuer Name and Ticker or Trading Symbol

CLECO CORP [ CNL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

P.O. BOX 5000 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/27/2012
(Street)

PINEVILLE, LA 71361-5000
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  34360.564   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Phantom Stock     (2) 1/27/2012     A      1717         (2)   (2) Common Stock, $1.00 par   1717   (2)   (2) 19879.884   (3) D    
Phantom Stock     (4) 1/30/2012     A      492         (4)   (4) Common Stock, $1.00 par   492   (4) $38   20371.884   (3) D    

Explanation of Responses:
( 1)  Includes 295.576 shares acquired through the Cleco Corporation Dividend Reinvestment Plan on November 15, 2011.
( 2)  The shares of phantom stock relate to shares of restricted stock granted under the Cleco Corporation Long-Term Incentive Compensation Plan. No separate value was exchanged for these shares. Except as expressly provided in the grant letter relating to these shares of restricted stock, such shares cannot be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of by the reporting person prior to January 27, 2018. The reporting person has elected to defer receipt of these shares of restricted stock under the Cleco Corporation Deferred Compensation Plan (the "Plan"). Each share of phantom stock is the economic equivalent of one share of Cleco Corporation common stock.
( 3)  Includes 1,749 shares of phantom stock (not subject to restrictions) related to dividend reinvestment on shares of phantom stock pursuant to the terms and provisions of the Plan. Includes (a) 1,846 shares of phantom stock subject to restrictions that lapse on January 26, 2013; (b) 2,140 shares of phantom stock subject to restrictions that lapse on January 25, 2014; (c) 2,544 shares of phantom stock subject to restrictions that lapse on January 30, 2015; (d) 2,149 shares of phantom stock subject to restrictions that lapse on January 29, 2016; (e) 1,898 shares of phantom stock subject to restrictions that lapse on January 28, 2017 and (f) 1,717 shares of phantom stock subject to restrictions that lapse on January 27, 2018.
( 4)  The shares of phantom stock relate to director compensation that the reporting person has elected to defer under the Cleco Corporation Deferred Compensation Plan (the "Plan"). Each share of phantom stock is the economic equivalent of one share of Cleco Corporation common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RATCLIFF ROBERT T SR
P.O. BOX 5000
PINEVILLE, LA 71361-5000 		X



Signatures
Julia E. Callis, Atty-in-fact for Robert T. Ratcliff, Sr. 1/31/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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