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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 the Registration Statement 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.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ Mary E. Ryan
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Name: Mary E. Ryan
Title: Vice President, Investment Banking
New York, New York
August 24, 2000
