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EXHIBIT 23.5
CONSENT OF MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
We hereby consent to the use of our opinion letter dated July 30, 2000 to
the Board of Directors of FPL Group, Inc. as Annex B to the joint proxy
statement/prospectus which forms a part of Amendment No. 2 to the Registration
Statement No. 333-44522 on Form S-4 relating to the proposed business
combination involving FPL Group, Inc. and Entergy Corporation, and to the
references to such opinion in such joint proxy statement/prospectus under the
caption "THE MERGER--Opinion of FPL Group's Financial Advisor." In giving such
consent, we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder, nor do we thereby admit that we are experts with respect
to any part of such Registration Statement within the meaning of the term
"experts" as used in the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
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MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ THOMAS GERLACHER
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Name: Thomas Gerlacher
Title: Vice President, Investment Banking
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New York, New York
November 3, 2000
