ENTERGY CORP /DE/
35-CERT, 1995-05-15
ELECTRIC SERVICES
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                    UNITED STATES OF AMERICA
                                
          BEFORE THE SECURITIES AND EXCHANGE COMMISSION
                                
                        WASHINGTON, D.C.
                                


* * * * * * * * * * * * * * * * *
In the Matter of                *
                                *
ENTERGY CORPORATION             *       CERTIFICATE
ENTERGY ENTERPRISES, INC.       *       PURSUANT TO RULE 24
                                *
File No. 70-7851                *
File No. 70-8002                *
File No. 70-8010                *
File No. 70-8105                *
                                *
(Public Utility Holding Company *
Act of 1935)                    *
* * * * * * * * * * * * * * * * *


     Pursuant to Rule 24 promulgated by the Securities and

Exchange Commission (SEC) under the Public Utility Holding

Company Act of 1935, as amended (Act), modified by the

application(s) - declaration(s), as amended, in the above

referenced files and the related orders dated July 25, 1991,

December 14, 1992(2), December 28, 1992 and July 8, 1993,

respectively, this is to certify that the following transactions

were carried out during the three (3) months ended March 31, 1995

by Entergy Enterprises, Inc. (formerly Electec, Inc.) pursuant to

the authorization of the SEC.

Programs Authorized

     Pursuant to the Orders, Entergy Enterprises, Inc.

(Enterprises) was authorized during the quarter ended March 31,

1995 to (a) conduct preliminary development activities with

respect to various investment opportunities for the Entergy

System,  (b) market management, operating, technical, training

and other expertise and intellectual properties developed by

System companies to non-affiliates, (c) render various consulting

services to certain affiliated companies in connection with

investments in Argentina, (d) be responsible for marketing the

expertise of Entergy Power, Inc. (EPI) gained through its bulk

power business, (e) provide certain management and support

services to associate companies excluding those which are

affiliated retail electric companies, exempt wholesale

generators, or foreign utility companies, and (f) develop and

field test a proposed telecommunications system for advanced

energy management and other utility applications.

     During the quarter, Enterprises participated in the

following:

I.  Preliminary Development Activities

     Enterprises has been engaged in preliminary development

activities relating to investigating sites, research, contract

drafting and negotiations, acquiring options or rights,

partnership selection and other activities necessary to identify

and analyze investment opportunities for Entergy Corporation

(Entergy).  These development activities include domestic and

international opportunities.

     During the quarter, Enterprises expended $2,841,879 for

preliminary development activities associated with potential

investments that would qualify as "exempt wholesale generators"

under Section 32(a) of the Act.  In addition, Enterprises

expended $146,720 for preliminary development activities

associated with potential investments that would qualify as

"foreign utility companies" under Section 33 of the Act.

Enterprises also expended $111,506 for preliminary development

activities associated with potential investments that would

qualify as "nonutility business."  Finally, Enterprises expended

$89,149 and $145,946 for preliminary development activities

associated with demand side management activities and non-exempt

domestic wholesale generating and transmission facilities,

respectively.

II.  Management Services Provided to Associate Companies

     Enterprises provided certain management and support services

to its associate companies, EPI, Entergy S.A., Entergy Argentina

S.A., Entergy Systems and Service, Inc. (Entergy SASI), Entergy

Power Development Corporation (EPDC), and Entergy Pakistan, Ltd.

(EPL).  In regard to EPI, these services included marketing of

EPI capacity and energy to other utilities at wholesale,

preparation of contracts and regulatory filings, oversight of

plant operations and maintenance by plant operators, and

procurement of transmission services.  In regard to Entergy S.A.,

Entergy Argentina S.A., Entergy SASI, EPDC,and EPL, these

services were related to management oversight.

III.  Consulting Activities with Non-Associate Companies

     Enterprises, under contract with Louisiana Hydroelectric

Ltd. Partnership, continues to provide an array of technical

services/support for a hydro electric transmission line project.

Certain Entergy Services, Inc. personnel are providing the

services.

IV.  First Pacific Networks, Inc. Transactions

     A.  Description of Progress in Development and Testing of

CCLM/AFS

     During the first quarter of 1995, Enterprises and First

Pacific Networks, Inc. (FPN) continued the development and

modification of FPN's PX System in order to create a Customer

Controlled Load Management/Automated Feedback System (CCLM/AFS)

for advanced energy management and other utility applications.

During this period, the testing of the system revealed a

potential problem with the in-house communications protocol.  A

decision has been made to replace the existing proprietary in-

home communications protocol with a more open system.  This is

requiring some hardware and software changeouts and/or upgrades

to both the in-home network and the Intelligent Utility Units.

All changeouts and testing are still on-going during the second

quarter and were not accomplished during the first quarter as

previously anticipated.  Following these changeouts, more testing

will be possible.

     B.  Costs and Revenues Re:  CCLM/AFS

     Total costs incurred by Enterprises in connection with the

development, field testing and marketing of CCLM/AFS during the

three month period ending March 31, 1995 were $89,149.

     Total costs incurred by FPN and billed for 1993 and 1994 in

connection with the development, field testing and marketing of

CCLM/AFS were $1,173,432.  No billings have been received from

FPN for product development since April 1993 and for field

testing since October 1994.



V.  Financing, Amortization and Financial Statements

     During the three months ended March 31, 1995:

     A.  Enterprises incurred amortization expenses relating to

the FPN license in the amount of $156,517 and to the organization

of Entergy SASI in the amount of $6,307.

     B.  Enterprises' unaudited unconsolidated Balance Sheet and

unconsolidated Income Statement for the three month period ended

March 31, 1995 are included as Exhibit 1.


<PAGE>

     IN WITNESS WHEREOF, the undersigned companies have caused

this certificate to be executed on this 15th day of May, 1995.



ENTERGY CORPORATION





By:   /s/ Gerald D. McInvale
     Gerald D. McInvale
     Chief Financial Officer


ENTERGY ENTERPRISES, INC.




By:  /s/ Robert J. Cushman
     Robert J. Cushman
     Vice President - Finance


                                               Exhibit 1                    
                                               Page 1 of 3


                ENTERGY ENTERPRISES, INC.
              UNCONSOLIDATED BALANCE SHEET
                  AS OF MARCH 31, 1995                          
                       (UNAUDITED)                      
                                           
                                                                     
                                                                     
                     ASSETS                                  
                                                                     
PROPERTY                                                             
Furniture and Equipment                                $ 1,041,259.86
Intangible Assets                                           69,378.08
                                                       --------------
     Total Property                                      1,110,637.94
                                                       --------------   
INVESTMENTS                                                          
Investment in FPN                                        7,450,552.03
Investment in Entergy SASI, Inc.                        13,500,000.00
Earnings from Entergy SASI, Inc.                       (21,592,631.09)
Special Deposits                                            30,000.00
                                                       --------------   
                                                          (612,079.06)
                                                       --------------   
CURRENT & ACCRUED ASSETS                                             
Cash                                                       923,005.17
Working Funds/Travel Advances                               50,898.59
Temporary Cash Investments                               2,988,346.66
Accounts Receivable                                         38,333.64
Accounts Receivable - Associated Companies               9,236,670.03
Accrued Interest                                             1,575.56
                                                       --------------
     Total Current and Accrued Assets                   13,238,829.65
                                                       --------------    
DEFERRED DEBITS                                                      
FPN License (Net of Amortization)                        2,086,893.75
Accumulated Deferred Income Tax-Fed & State              3,753,803.06
Miscellaneous Deferred Debits                             (170,354.70)
                                                       --------------
     Total Deferred Debits                               5,670,342.11
                                                       --------------    
          Total Assets                                 $19,407,730.64
                                                       ==============     
                                                                     
<PAGE>                                                             
                                               Exhibit 1                       
                                               Page 2 of 3


                ENTERGY ENTERPRISES, INC.
              UNCONSOLIDATED BALANCE SHEET
                  AS OF MARCH 31, 1995                          
                       (UNAUDITED)                      
                                           
                     CAPITAL                                         
                                                                     
Common Stock                                         $  54,400,000.00
Retained Earnings                                      (34,682,879.78)
Retained Earnings - Unrealized Holding Losses           (1,264,537.97)
                                                     ----------------
     Total Capital                                      18,452,582.25
                                                     ----------------      
                   LIABILITIES                                       
                                                                     
CURRENT & ACCRUED LIABILITIES                                        
Accounts Payable                                           842,431.33
Accounts Payable to Associated Companies                   505,418.90
Taxes Accrued                                           (4,069,733.78)
Tax Collections Payable                                    (12,290.77)
Miscellaneous Current & Accrued Liabilities              1,046,939.77
                                                     ----------------
     Total Current & Accrued Liabilities                (1,687,234.55)
                                                     ----------------       
                DEFERRED CREDITS                                     
                                                                     
Other Deferred Credits                                   2,642,382.94
                                                     ----------------
     Total Deferred Credits                              2,642,382.94
                                                     ----------------    
     Total Liabilities                                     955,148.39
                                                     ----------------    
          Total Capital & Liabilities                $  19,407,730.64
                                                     ================   
                                                                     
                                                             
<PAGE>                                                             
                                               Exhibit 1               
                                               Page 3 of 3


                 ENTERGY ENTERPRISES, INC.
             UNCONSOLIDATED INCOME STATEMENT
            THREE MONTHS ENDED MARCH 31, 1995                          
                       (UNAUDITED)                      
                                                                     
                                                                     
                     REVENUE                                         
                                                                     
Services Rendered Non-Associates                       $    55,993.39
Services Rendered Associates                             3,135,931.63
Equity in Earnings of Subsidiaries                      (5,345,683.86)
Miscellaneous Income                                             0.00
Interest Income                                             65,965.15
                                                       --------------
     Total Revenue                                      (2,087,793.69)
                                                       -------------- 
                    EXPENSES                                         
                                                                     
Salaries, Wages and Benefits                             2,328,883.03
Outside Services                                           597,720.76
Rent                                                       222,321.99
Administrative and General                                 419,895.22
Insurance                                                   40,600.94
Directors' Fees and Expenses                                 8,356.00
                                                       --------------
     Total Administrative and General Expense            3,617,777.94
                                                       --------------    
Taxes Other Than Income                                      8,821.90
Depreciation and Amortization                              107,356.18
Amortization of SASI Organization Costs                      6,306.81
Amortization of FPN Organization Costs                     156,517.05
Miscellaneous Expenses                                       2,367.14
                                                       --------------
     Total Expenses                                      3,899,147.02
                                                       --------------   
Interest Expense                                                 0.00
                                                       --------------     
Income (Loss) Before Income Taxes                       (5,986,940.71)
                                                                     
Income Taxes - Federal (Benefit)                           501,212.60
Income Taxes - State (Benefit)                            (267,523.10)
Provision for Deferred Income Taxes - Federal             (754,289.29)
Provision for Deferred Income Taxes - State               (149,706.27)
                                                       --------------   
Net Income (Loss)                                      $(5,316,634.65)
                                                       ==============   
                                                                     
These are interim financial statements prepared without notes.         
                                                                     
                                                                     



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