ENTERGY CORP /DE/
35-CERT, 1997-02-18
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

December 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 Corporation (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 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. These development activities include domestic and

international opportunities.

     During the quarter, Enterprises expended $6,903,414 for

preliminary development activities associated with potential

investments that would qualify as "exempt wholesale generators"

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

expended $7,101,202 for preliminary development activities

associated with potential investments that would qualify as

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

Enterprises also expended $652,492 for preliminary development

activities associated with potential investments that would

qualify as "nonutility business."  Finally, Enterprises expended

$45,056 and $310,466 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 Power Marketing Corp.,

Entergy Power Edesur Holding Ltd. (formally Entergy Argentina

S.A. & Entergy Argentina S.A. Ltd.), Entergy S.A., Entergy

Integrated Solutions, Inc. (EIS) (formally Entergy Systems and

Service, Inc.), Entergy Power Development Corporation, Entergy

Power Development International Corporation, Entergy Pakistan,

Ltd., Entergy Power Edegel, Inc., Entergy Power CBA Holding

Ltd.,(formally Entergy Power Holding I, Ltd.), Entergy Operations

Services Inc., Entergy Power Operations Corp., and Entergy

Richmond Power Corporation.  Enterprises charged these companies

for costs incurred plus an indirect loading based upon current

month Enterprises administrative charges.  In regard to EPI

($425,266.01), 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 Power Marketing

Corp.($1,552,276.51) these services included marketing of energy

to utilities at wholesale, preparation of contracts and

regulatory filings and procurement of transmission services.  In

regard to EIS ($85,924.42), Entergy Power Edesur Holding Ltd.

($314,117.23), ETHC ($3,391,683.33) Entergy Power Development

Corp. ($8,242,507.64), Entergy Power Development International

Corp. ($9,339,572.07), Entergy Pakistan Ltd. ($24,569.67),

Entergy Power Edegel, Inc. ($1,613,739.38), Entergy Power CBA

Holding Ltd. ($67,722.28) Entergy Operations Services Inc.

($239,521.36), Entergy Power Operations Corp. ($901,298.67) and

Entergy Richmond Power Corp. ($21,879.44), 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 $214,731 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, 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

     CCLM during the three-month period ending December 31, 1996,

     were $ 45,057 (consisting solely of costs incurred in

     removing equipment installed to field test CCLM).

V.   Formation and Capitalization of O&M Subsidiaries.

     During the quarter, no amounts were expended to form any O&M

Subsidiaries pursuant to the Commissions' order dated June 30,

1995, and no O&M Services as described in such order were

provided by any O&M Subsidiary of Entergy or Enterprises.

     Entergy and Enterprises represent that no Excepted Company

has subsidized the operations of Enterprises or any O&M

Subsidiary, and that the rendering of O&M Services by O&M

Subsidiaries is in compliance with the applicable rules,

regulations and orders of the Commission and has not adversely

affected the services provided by any Excepted Company to its

customers.

VI.  Financing, Amortization and Financial Statements

     During the three months ended December 31, 1996:

     A.  Enterprises incurred amortization expenses relating to

the organization of EIS in the amount of $6,307.

     B.  Enterprises' unaudited unconsolidated Balance Sheet and

unconsolidated Income Statement for the twelve month period ended

December 31, 1996 are included as Exhibit 1.


<PAGE>

     IN WITNESS WHEREOF, the undersigned companies have caused

this certificate to be executed on this 18th day of February,

1997.



ENTERGY CORPORATION





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


ENTERGY ENTERPRISES, INC.




By:  /s/ Robert A. Keegan
     Robert A. Keegan
     Vice President and General Manager

_______________________________

<FN1>  The Excluded Companies are Entergy's retail operating
       companies (Entergy Arkansas Inc., Entergy Louisiana Inc., Entergy
       Mississippi Inc., Entergy New Orleans Inc. and Entergy 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.


                        ENTERGY ENTERPRISES, INC.
                       UNCONSOLIDATED BALANCE SHEET
                    AS OF DECEMBER 31, 1996 (UNAUDITED)
                                                                            
                                                                            
                       ASSETS                                   
                                                                            
  PROPERTY                                                                   
  Furniture and Equipment                                 $      3,614,330.98
  Intangible Assets                                                 24,374.77
                                                          -------------------
       Total Property                                            3,638,705.75
                                                          -------------------
  INVESTMENTS                                                                
  Investment in FPN                                                      0.00
  Investment in Entergy EIS, Inc.                              163,500,000.00
  Earnings from Entergy EIS, Inc.                              (85,880,630.97)
  Entergy Operations Services, Inc.                              2,829,518.82
  Other Investments                                                      0.00
  Special Deposits                                                  82,992.39
                                                          -------------------
                                                                80,531,880.24
                                                          -------------------
  CURRENT & ACCRUED ASSETS                                                   
  Cash                                                           2,042,513.21
  Working Funds/Travel Advances                                    260,990.22
  Temporary Cash Investments                                             0.00
  Accounts Receivable                                              (15,168.63)
  Accounts Receivable - Associated Companies                    26,308,349.15
  Accrued Interest                                                       0.00
                                                          -------------------
       Total Current and Accrued Assets                         28,596,683.95
                                                          -------------------
  DEFERRED DEBITS                                                            
  Accumulated Deferred Income Tax-Fed & State                    9,074,876.34
  Miscellaneous Deferred Debits                                   (980,702.43)
                                                          -------------------
       Total Deferred Debits                                     8,094,173.91
                                                          -------------------
            Total Assets                                     $ 120,861,443.85
                                                          ===================
                                                                            
These are interim financial statements prepared without notes.
                                                                            

<PAGE>
                                                                            
                        ENTERGY ENTERPRISES, INC.
                      UNCONSOLIDATED BALANCE SHEET
                         AS OF DECEMBER 31, 1996
                                (UNAUDITED)
                                                                            
                                                                            
                       CAPITAL                                              
                                                                            
  Common Stock                                              $   57,400,000.00
  Miscellaneous Paid-in Capital                                150,000,000.00
  Retained Earnings                                           (108,951,736.44)
                                                            -----------------
       Total Capital                                            98,448,263.56
                                                            -----------------
                     LIABILITIES                                            
                                                                            
  CURRENT & ACCRUED LIABILITIES                                              
  Accounts Payable                                               9,295,609.46
  Accounts Payable to Associated Companies                       1,077,669.14
  Taxes Accrued                                                    702,794.11
  Tax Collections Payable                                         (114,978.77)
  Miscellaneous Current & Accrued Liabilities                    5,401,979.84
                                                            -----------------
       Total Current & Accrued Liabilities                      16,363,073.78
                                                            -----------------
                  DEFERRED CREDITS                                          
                                                                            
  Other Deferred Credits                                         6,050,106.51
                                                            -----------------
       Total Deferred Credits                                    6,050,106.51
                                                            -----------------
       Total Liabilities                                        22,413,180.29
                                                            -----------------
            Total Capital & Liabilities                      $ 120,861,443.85
                                                            =================
                                                                            
These are interim financial statements prepared without notes.
                                                                            
                                                                            
                                                                            
<PAGE>
                          ENTERGY ENTERPRISES, INC.
                       UNCONSOLIDATED INCOME STATEMENT
                   TWELVE MONTHS ENDED DECEMBER 31, 1996
                               (UNAUDITED)
                                                                
                                                                            
                       REVENUE                                              
                                                                            
  Services Rendered Non-Associates                       $         303,107.46
  Services Rendered Associates                                  36,370,109.69
  Equity in Earnings of Subsidiaries                           (39,347,048.70)
  Interest Income                                                  165,574.03
  Miscellaneous Income                                          (1,849,332.28)
                                                         --------------------
       Total Revenue                                            (4,357,589.80)
                                                         --------------------
                      EXPENSES                                              
                                                                            
  Salaries, Wages and Benefits                                  18,650,205.95
  Outside Services                                              12,324,987.10
  Rent                                                           1,778,426.47
  Administrative and General                                     8,458,071.40
  Active Development Credit                                     (4,199,340.01)
  Insurance                                                                 -
  Directors' Fees and Expenses                                      27,371.00
                                                         --------------------
       Total Administrative and General Expense                 37,039,721.91
                                                         --------------------
  Taxes Other Than Income                                          221,306.39
  Depreciation and Amortization                                    866,692.33
  Amortization of EIS Organization Costs                            25,227.22
  Miscellaneous Expenses                                            22,347.22
                                                         --------------------
       Total Expenses                                           38,175,295.07
                                                         --------------------
  Interest Expense                                                      45.00
                                                         --------------------
  Income (Loss) Before Income Taxes                            (42,532,929.87)
                                                                            
  Income Taxes - Federal                                           265,910.48
  Income Taxes - State (Benefit)                                    98,269.74
  Provision for Deferred Income Taxes - Federal                 (1,443,680.75)
  Provision for Deferred Income Taxes - State                      110,630.13
                                                         --------------------
  Net Income (Loss)                                            (41,564,059.47)
                                                         ====================
                                                                            
These are interim financial statements prepared without notes.
                                                                            




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