ENTERGY CORP /DE/
35-CERT, 1996-05-15
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, July 8, 1993, and June

30, 1995, respectively, this is to certify that the following

transactions were carried out during the three (3) months ended

March 31, 1996 by Entergy Enterprises, Inc. (formerly Electec,

Inc.) pursuant to the authorization of the SEC.



Programs Authorized

     Pursuant to the Orders, Entergy Enterprises, Inc.

(Enterprises) is authorized to (a) conduct preliminary

development activities with respect to various investment

opportunities for the Entergy System,  (b) market to non-

associates the System's expertise and capabilities in energy-

related areas, including the expertise of Entergy Power, Inc.

(EPI) gained from its bulk power business, (c) market to non-

associates intellectual property developed by System companies,

(d) provide various consulting, management, administrative and

support services to associate companies, excluding certain

associate companies (Excluded Companies<FN1>), (e) provide directly,

or indirectly through one or more special purpose subsidiary

companies of Entergy or Enterprises, various operations and

maintenance services to non-associate or associate companies

(other than Excluded 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

     During the quarter, 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 $2,277,604 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 $1,614,828 for preliminary development activities

associated with potential investments that would qualify as

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

Enterprises also expended $635,337 for preliminary development

activities associated with potential investments that would

qualify as "nonutility business."  Finally, Enterprises expended

$128,246 and $198,669 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 Argentina S.A. Ltd., Entergy Integrated Solutions,

Inc. (EIS), formally Entergy Systems and Service, Inc. (Entergy

SASI), Entergy Power Development Corporation (EPDC), Entergy

Power Development International Corporation (EPDIC), Entergy

Pakistan, Ltd. (EPL), Entergy Power Edegel, Inc. (Edegel),

Entergy Power Holding I, Ltd. (EPHIL) and Entergy Richmond Power

Corporation (ERPC).  Enterprises charged these companies for

costs incurred plus an indirect loading based upon current month

Enterprises administrative charges.  In regard to EPI

($295,442.55), 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.($24,332.94),

Entergy Argentina S.A. ($10,614.34), Entergy Argentina S. A. Ltd.

($105,220.40), Entergy Integrated Solutions, Inc. ($37,897.63),

Entergy Power Development Corp. ($3,248,477.85), Entergy Power

Development International Corp. ($1,333,514.04), Entergy Pakistan

Ltd. ($17,518.07), E.P. Edegel ($514,584.79), Entergy Power

Holding I, Ltd. ($391.70) and Entergy Richmond Power Corp

($8,489.98), these services were related to management oversight

and project development.

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.  The Louisiana Hydroelectric Ltd. Partnership was

charged $13,000 for services rendered during this quarter.



IV.  First Pacific Networks, Inc. Transactions

   A.     Description of Progress in Development and Field
Testing of CCLM/AFS

     

          As previously reported during the fourth quarter of

     1995, Enterprises concluded  its CCLM testing program and

     does not intend to resume testing of CCLM dedicated systems

     in the foreseeable future.   However, consistent with

     Enterprises' authorization to engage in preliminary

     development activities,  Enterprises continues to

     investigate other utility and energy related applications of

     communications technologies, including automated meter

     reading, power outage reporting and consumer accessible

     information such as real-time meter information and bill

     estimation systems.   Amounts expended by Enterprises in

     connection with such preliminary development activities are

     reported as "nonutility business" related expenses under

     Item "1" above.

   B.     Costs and Revenues Re: CCLM

     Total costs incurred by Enterprises in connection with the

development, field testing and marketing of CCLM or other CCLM

systems during the three-month period ending March 31, 1996,

were $ 82,900. Enterprises has no information on costs incurred

by FPN in connection with the development or marketing of

CCLM/AFS.

     As previously reported, notwithstanding the amendment to the

License Agreement noted above, FPN may proceed independently with

the development of a CCLM system.  Pursuant to the License

Agreement, as amended, in the event that FPN unilaterally

completes development of a CCLM system and makes it available for

commercialization, Enterprises has retained a license  to use or

market CCLM within the service territory of the Entergy System.

Furthermore, Enterprises has rights under the amended License

Agreement to share in the revenues derived from the marketing of

CCLM by FPN to non-affiliates of Entergy.  No such revenues were

received during the quarter.

V.   Financing, Amortization and Financial Statements

     During the three months ended March 31, 1996:

     A.  Enterprises incurred amortization expenses relating 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, 1996 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, 1996.



ENTERGY CORPORATION





By:   /s/ Gerald D. McInvale
     Gerald D. McInvale
     Executive Vice President & Chief Financial Officer


ENTERGY ENTERPRISES, INC.




By:  /s/ Terry L. Ogletree
     Terry L. Ogletree
     Executive Vice President

_______________________________

<FN1>  The Excluded Companies are Entergy's retail operating
       companies (Entergy Arkansas Inc., Entergy Louisiana Inc., 
       Entergy Mississippi Inc., New Orleans Inc. and Gulf States 
       Inc.), System Energy Resources, Inc., System Fuels, Inc., 
       Entergy Operations, Inc., Entergy Services, Inc., and any 
       other subsidiaries that Entergy may create whose activities 
       and operations are primarily related to the domestic sale 
       of electric energy at retail or at wholesale to affiliates 
       or the provision of goods or services thereto.


                                                      Exhibit 1
                                                      Page 1 of 3
                    
                    ENTERGY ENTERPRISES, INC.
                  UNCONSOLIDATED BALANCE SHEET
                      AS OF MARCH 31, 1996
                          (UNAUDITED)
                                                   
                                                                
                      ASSETS                            
                                                                
  PROPERTY                                                       
  Furniture and Equipment                         $  1,904,039.35
  Intangible Assets                                    293,512.95
                                                  ---------------
       Total Property                                2,197,552.30
                                                  ---------------
  INVESTMENTS                                                    
  Investment in FPN                                  3,859,278.76
  Investment in Entergy SASI, Inc.                 138,500,000.00
  Earnings from Entergy SASI, Inc.                 (53,565,458.97)
  Special Deposits                                      30,000.00
                                                  ---------------
                                                    88,823,819.79
                                                  ---------------
  CURRENT & ACCRUED ASSETS                                       
  Cash                                                 562,198.04
  Working Funds/Travel Advances                         41,650.00
  Temporary Cash Investments                         1,996,486.38
  Accounts Receivable                                    6,706.33
  Accounts Receivable - Associated Companies        12,851,168.64
  Accrued Interest                                       3,633.95
                                                  ---------------
       Total Current and Accrued Assets             15,461,843.34
                                                  ---------------
  DEFERRED DEBITS                                                
  Accumulated Deferred Income Tax-Fed & State        7,318,280.22
  Miscellaneous Deferred Debits                       (342,803.46)
                                                  ---------------
       Total Deferred Debits                         6,975,476.76
                                                  ---------------
            Total Assets                          $113,458,692.19
                                                  ===============
                                                   
These are interim financial statements prepared without notes.
                                                   
<PAGE>                                                   
                                                Exhibit 1
                                                Page 2 of 3
                  ENTERGY ENTERPRISES, INC.
                UNCONSOLIDATED BALANCE SHEET 
                    AS OF MARCH 31, 1996
                         (UNAUDITED)
                                                                
                                                                
                     CAPITAL                                    
                                                                
  Common Stock                                    $ 54,400,000.00
  Miscellaneous Paid-in Capital                    125,000,000.00
  Retained Earnings                                (74,155,057.98)
                                                  ---------------
       Total Capital                               105,244,942.02
                                                  ---------------
                   LIABILITIES                                  
                                                                
  CURRENT & ACCRUED LIABILITIES                                  
  Accounts Payable                                      90,415.62
  Accounts Payable to Associated Companies             229,711.76
  Taxes Accrued                                        746,505.87
  Tax Collections Payable                               11,743.73
  Miscellaneous Current & Accrued Liabilities        2,409,741.09
                                                  ---------------
       Total Current & Accrued Liabilities           3,488,118.07
                                                  ---------------
                 DEFERRED CREDITS                               
                                                                
  Other Deferred Credits                             4,725,632.10
                                                  ---------------
       Total Deferred Credits                        4,725,632.10
                                                  ---------------
       Total Liabilities                             8,213,750.17
                                                  ---------------
            Total Capital & Liabilities           $113,458,692.19
                                                  ===============
                                                   
These are interim financial statements prepared without notes.
                                                   
<PAGE>                                                   
                                                        Exhibit 1
                                                        Page 3 of 3
                                                   
                       ENTERGY ENTERPRISES, INC.
                   UNCONSOLIDATED INCOME STATEMENT
                  THREE MONTHS ENDED MARCH 31, 1996
                             (UNAUDITED)
                                            
                                                   
                     REVENUE                                    
                                                                
  Services Rendered Non-Associates                 $    60,899.17
  Services Rendered Associates                       3,310,881.39
  Equity in Earnings of Subsidiaries                (6,861,395.52)
  Interest Income                                       94,883.43
                                                   --------------
       Total Revenue                                (3,394,731.53)
                                                   --------------
                     EXPENSES                                   
                                                                
  Salaries, Wages and Benefits                       3,339,441.64
  Outside Services                                   1,629,967.36
  Rent                                                 313,180.24
  Administrative and General                         1,305,953.82
  Active Development Credit                         (1,601,967.07)
  Insurance                                             56,601.00
  Directors' Fees and Expenses                           6,000.00
                                                   --------------
       Total Administrative and General Expense      5,049,176.99
                                                   --------------
  Taxes Other Than Income                                1,263.45
  Depreciation and Amortization                        211,702.05
  Amortization of SASI Organization Costs                6,306.81
  Amortization of FPN Organization Costs                         
  Miscellaneous Expenses                                 3,486.37
                                                   --------------
       Total Expenses                                5,271,935.67
                                                   --------------
  Interest Expense                                           0.00
                                                   --------------
  Income (Loss) Before Income Taxes                 (8,666,667.20)
                                                                
  Income Taxes - Federal                              (283,353.17)
  Income Taxes - State (Benefit)                       (56,238.05)
  Provision for Deferred Income Taxes - Federal       (295,693.28)
  Provision for Deferred Income Taxes - State          (58,687.22)
                                                   --------------
  Net Income (Loss)                                $(7,972,695.48)
                                                   ==============
                                                   
These are interim financial statements prepared without notes.




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