ENTERGY CORP /DE/, U5S, 1997-05-02

ENTERGY CORP /DE/
U5S, 1997-05-02
ELECTRIC SERVICES

Previous: METROPOLITAN MORTGAGE & SECURITIES CO INC, S-2/A, 1997-05-02

Next: MINNESOTA MUTUALS VARIABLE FUND D, 497, 1997-05-02

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM U5S

ANNUAL REPORT

For the Year Ended December 31, 1996

Filed Pursuant to the
Public Utility Holding Company Act of 1935

ENTERGY CORPORATION
639 Loyola Avenue
New Orleans, Louisiana 70113

<PAGE>

TABLE OF CONTENTS

PAGE
ITEM TITLE NUMBER

1 System Companies and Investments Therein
as of December 31, 1996 1

2 Acquisitions or Sales of Utility Assets 5

3 Issue, Sale, Pledge, Guarantee or Assumption
of System Securities 5

4 Acquisition, Redemption or Retirement of
System Securities 6

5 Investments in Securities of Non-System Companies 8

6 Officers and Directors 10

7 Contributions and Public Relations 43

8 Service, Sales and Construction Contracts 46

9 Wholesale Generators and Foreign Utility
Companies 49

10 Financial Statements and Exhibits 51

Signature 71

<PAGE>
<TABLE>
<CAPTION>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996

% of Issuer Owner's
Name of Company (1) Number of Common Voting Book Book
(and abbreviations used herein) Shares Owned Power Value Value
(000s) (000s)
<S> <C> <C> <C> <C>
Entergy Corporation (2,7,8,9,13)

Entergy Arkansas, Inc. (Entergy Arkansas) (2,3,4,11) 46,980,196 100 $1,081,914 $1,081,914

The Arklahoma Corporation (ARKCO) (4) 170 47.6 $ 210 $ 210

Entergy Gulf States (Entergy Gulf States) (2,11) 100 100 $1,592,056 $2,047,481

Varibus Corporation (Varibus) 100,000 100 $ 21,366 $ 21,366

Prudential Oil and Gas, Inc. (POG) 11,537 100 $ 4,576 $ 4,576

Southern Gulf Railway Company (Southern Gulf) 1,000 100 $ (81) $ (81)

GSG&T Inc. (GSG&T) 25,000 100 $ 10,048 $ 10,048

Entergy Louisiana , Inc. (Entergy Louisiana ) (2, 3, 11) 165,173,180 100 $1,150,005 $1,150,005

Entergy Mississippi , Inc. (Entergy Mississippi ) (2, 3, 11) 8,666,357 100 $ 424,947 $ 424,947

Jackson Gas Light Company (5) 360 100 $ - $ -

Jackson Light and Traction Company (5) 75 100 $ - $ -

The Light, Heat, and Water Company of Jackson,
Mississippi (5) 75 100 $ - $ -

Entergy New Orleans, Inc.
(Entergy New Orleans) (2,3,11) 8,435,900 100 $ 143,110 $ 143,110

System Energy Resources, Inc. (System Energy) (2) 789,350 100 $ 861,438 $ 861,438

Entergy Services, Inc. (Entergy Services) (2) 2,000 100 $ 20 $ 20

Entergy Enterprises, Inc. (Entergy Enterprises) 57,400 100 $ 98,448 $ 98,448

Entergy Integrated Solutions, Inc. (EIS) 13,500 100 $ 77,619 $ 77,619

Entergy Operating Services, Inc. (EOS) 3,000 100 $ 2,835 $ 2,835

Entergy Operations, Inc. (Entergy Operations) (2) 1,000 100 $ 1,000 $ 1,000

Entergy Power, Inc. (EPI or Entergy Power) 11,000 100 $ 103,283 $ 103,283

Entergy S. A. (6) 2,230,000 100 $ 13,134 $ 13,134

Entergy Transener S. A. (6) 2,212,000 100 $ 19,557 $ 19,557

Entergy Power Edesur Holding, Ltd. (6) 12,000 100 $ 61,625 $ 61,625

Entergy Power Development Corporation
(Entergy Power Development) (6) 61,500 100 $ 184,187 $ 184,187

Entergy Richmond Power Corporation
(Entergy Richmond Power) (6) 9,000 100 $ 4,211 $ 4,211

Entergy Pakistan, Ltd. (6) 447 100 $ 48,780 $ 48,780

Entergy Power Asia, Ltd. (6) 1,002 100 $ 1,096 $ 1,096

Entergy Power CBA Holding Ltd. (6) 12,000 100 $ 3,588 $ 3,588

EP Edegel, Inc. (6) 1,000 100 $ 105,776 $ 105,776

Entergy Peru S. A. (6) 2,300 100 $ 179,403 $ 179,403

Entergy do Brasil LTDA (6) 2,100,001 100 $ 2,074 $ 2,074

Entergy Power Holding II Ltd. (6) 100 100 $ 25 $ 25

Entergy Power Operations Pakistan LDC 10 5 $ 53 $ 53

Entergy Power Operations Corporation 1,000 100 $ 503 $ 503

Entergy Power Operations Holdings, Ltd. (6) 10 100 $ 1,043 $ 1,043

Entergy Power Operations Pakistan LDC (6) 190 95 $ 1,018 $ 1,018

Entergy Power Marketing Corporation (EPMC) (6) 250 100 $ 2,602 $ 2,602

Entergy Power Development International
Corporation (6, 9,) 250 100 $ 311,854 $ 311,854

EPG Cayman Holding I (6, 9) 1 100 $ 2,915 $ 2,915

Entergy Victoria LDC (6, 9) 1 1 $ 2,915 $ 2,915

CitiPower Pty Limited (6, 9) 4 80 $ (9) $ -

CitiPower Trust (6, 9, 10) - 1 $ 311,302 $ 311,302

Entergy Victoria Holdings LDC (6, 9) 1 1 $ 302 $ 294

CitiPower Pty Limited (6, 9) 1 20 $ (2) $ -

CitiPower Trust (6, 9, 10) 1 1 $ 3,144 $ 3,144

EPG Cayman Holding II (6, 9) 1 100 $ 295,121 $ 295,121

Entergy Victoria LDC (6, 9) 99 99 $ 292,207 $ 292,207

CitiPower Pty Limited (6, 9) 4 80 $ (9) $ -

CitiPower Trust (6, 9, 10) - 1 $ 311,302 $ 311,302

Entergy Victoria Holdings LDC (6, 9) 1 1 $ 2,720 $ 2,720

CitiPower Pty Limited (6, 9) 1 20 $ (2) $ -

CitiPower Trust (6, 9, 10) 1 1 $ 3,144 $ 3,144

Entergy Technology Holding Company (ETHC) (12) 10 100 $ 17,360 $ 17,360

Entergy Technology Company (ETC) (12) 10 100 $ 49 $ 49

Sentry Management Corporation (12) 23,500 100 $ 41,504 $ 41,504

NSS National Security Service Inc. 625,000 13 $ 4,345 $ 4,345

280 Security Holdings, Inc. 4,400,882 100 $ 28,672 $ 28,672

NSS National Security Service, Inc. 3,796,875 87 $ 29,080 $ 29,080

Automatic Detection Systems, Inc. 100 100 $ 15,119 $ 15,119

Allied Alarms, Inc. 67 100 $ 3,759 $ 3,759

</TABLE>

NOTES

(1) Pursuant to the General Instructions to Form U5S, the
companies listed in the table, together with System Fuels,
Inc. (SFI or System Fuels), are collectively defined herein
as "System Companies" and individually as a "System
Company".

(2) During 1996, Entergy Corporation, Entergy Services, Entergy
Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy
Mississippi, Entergy New Orleans, System Fuels, System
Energy, and Entergy Operations participated in a joint money
pool arrangement whereby those companies with available
funds made short-term loans to certain other companies in
the Entergy System having short-term borrowing requirements.
As of December 31, 1996, Entergy Corporation, Entergy
Arkansas, Entergy Gulf States, Entergy New Orleans and
System Energy had total investments in the money pool in the
amounts of $128,642,221, $38,740,085, $100,351,289,
$16,495,369 and $92,289,111, respectively, of which
$57,986,000, $17,462,000, $45,234,000, $7,435,000, and
$41,600,000 were borrowed by System Companies. Entergy
Louisiana, Entergy Mississippi, Entergy Services, Entergy
Operations, and System Fuels had total (borrowings) in the
money pool in the amounts of ($31,066,060), ($50,253,190),
($17,052,223), ($14,907,757) and ($56,437,674),
respectively. The unborrowed balance in the money pool
amounted to $206,801,075 as of December 31, 1996, and was
invested in high quality commercial paper and certificates
of deposit.

(3) The percentage ownership of System Fuels' common stock is
held as follows: 35% by Entergy Arkansas, 33% by Entergy
Louisiana, 19% by Entergy Mississippi and 13% by Entergy New
Orleans. The numbers of common shares owned and the book
values to both the issuer and owners are as follows: Entergy
Arkansas, 70 shares -$7,000; Entergy Louisiana, 66 shares -
$6,600; Entergy Mississippi, 38 shares - $3,800; and
Entergy New Orleans, 26 shares - $2,600. Under a loan
agreement, System Fuels had borrowings outstanding from its
parent companies to finance its fuel supply business. As of
December 31, 1996, loans to System Fuels from its parent
companies were as follows: AP&L, $10,994,000; LP&L,
$14,223,000; MP&L, $5,527,000; and NOPSI, $3,256,000. The
loans bear interest at rates approximating the prime rate
with a maturity date of December 31, 2008.

(4) The Capital Stock of ARKCO is owned in the proportions of
34%, 34% and 32%, respectively, by Entergy Arkansas,
Oklahoma Gas and Electric Company and Southwestern Electric
Power Company. ARKCO owns an electric transmission line
that is leased to these three companies. Information
covering ARKCO is included herein pursuant to the
instructions for Form U5S. Entergy Arkansas is exempted from
holding company status under the Public Utility Holding
Company Act of 1935 ("Act") (except with regard to section
9(a)(2) of the Act) pursuant to the provisions of Reg.
250.2(a)(2).

(5) Inactive companies held to preserve franchises.

(6) See Items 5 and 9 and Exhibits H and I for information
regarding direct and indirect holdings in Exempt Wholesale
Generators and Foreign Utility Companies.

(7) Entergy Corporation owns, indirectly through Entergy Power
Development Corporation, 100% of the outstanding capital
stock of Entergy Mexico, Ltd. and Entergy Power Liberty
Ltd.., each of which has qualified for exemption as an
EWG pursuant to the Energy Act. However, such companies
are minimally capitalized, and none of such companies
currently own any facilities used for the generation of
electric energy.

(8) At December 31, 1996, Entergy Corporation owned, indirectly
through Entergy Power Development International Corporation,
100% of the outstanding capital stock of Entergy Power UK
Holding, Ltd. and Entergy Power UK plc, each of which has
qualified for exemption as a FUCO pursuant to the Energy
Act. Such companies were used to acquire and hold Entergy's
investment in London Electricity plc, a regional electric
distribution company in the United Kingdom providing
service to customers in the greater London area. However,
at December 31, 1996, such companies were minimally
capitalized and none of such companies owned ,directly or
indirectly, any facilities used for the generation,
transmission, or distribution of electric energy.

(9) Entergy Corporation owns, indirectly through a series of
companies including Entergy Power Development International
Corporation, EPG Cayman Holding I, EPG Cayman Holding II,
Entergy Victoria LDC, and Entergy Victoria Holdings LDC,
100% of the units issued by CitiPower Trust and 100% of the
common shares of CitiPower Pty, Ltd.

(10) CitiPower Trust is a unit trust organized under Australian
law in 1996 in connection with Entergy's acquisition of
CitiPower Limited. The form of Entergy's indirect equity
investment in CitiPower Trust is a Trust Unit.

(11) In April 1996, the legal names of Arkansas Power & Light,
Gulf States Utilities, Louisiana Power & Light, Mississippi
Power & Light, and New Orleans Public Service Inc. were
changed to Entergy Arkansas, Inc., Entergy Gulf States,
Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc.,
and Entergy New Orleans, Inc., respectively.

(12) Entergy Corporation owns, indirectly through a series of
companies, including ETHC, 100% of the outstanding capital
stock of Sentry Alarms Systems of America, Inc. and Sonitrol
Southeast, Inc. These companies are currently inactive and
held tp preserve franchises.

(13) During 1996, the following direct and indirect subsidiary
companies of Entergy Corporation were dissolved: Entergy
Edegel I, Inc., Entergy Yacyreta I., Entergy Argentina S.
A., Entergy Argentina S. A., Ltd., Entergy Power Holding I,
Ltd., Entergy Crown Vista I, Entergy Crown Vista III, and
Entergy Crown Vista IV.

ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS

Pursuant to Order of the Securities and Exchange Commission dated
August 2, 1996 (see Release No. 35-26549) on August 2, 1996, Entergy
Power sold a portion of its undivided ownership interest in Unit No. 2
of the Independence Steam Electric Generating Station and certain
related assets to City Water & Light Plant of Jonesboro, Arkansas for a
total purchase price of $37.8 million..

ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM
SECURITIES

On December 28, 1995, Entergy Power Development International
Corporation (EPDIC) entered into a Letter of Credit and Liquidity
Agreement with Swiss Bank. Pursuant to such agreement, a letter of
credit in the amount of $70,000,000 was issued on January 3, 1996.
The letter of credit expired December 27, 1996. On March 7, 1996,
Entergy Corporation executed an Undertaking to Commonwealth Bank of
Australia, as facility agent for several lenders to CitiPower Pty,
wherein Entergy agreed that if a draw made under the Swiss Bank letter
of credit and the US dollar proceeds received from such draw were
insufficient to cover certain obligations payable to such lenders in
Australian dollars, Entergy would pay the difference, up to
$7,367,000. With the expiration of the letter of credit, however,
Entergy Corporation has no further financial obligation in regard to
the undertaking.

On March 26, 1996, Entergy New Orleans issued and sold, pursuant
to the exemptive provisions of Rule 52, General and Refunding Mortgage
Bonds in the amount of $40,000,000, 8% Series, due March 1, 2006.
Reference is made to the Certificate of Notification on Form U-6B-2,
dated March 26, 1996, filed by Entergy New Orleans with the Securities
and Exchange Commission with respect to this transaction.

On March 27, 1996, Entergy Arkansas issued and sold, pursuant to
the exemptive provisions of Rule 52, First Mortgage Bonds in the
amount of $85,000,000, 8.75% Series, due March 1, 2026. Reference is
made to the Certificate of Notification on Form U-6B-2, dated April 4,
1996, filed by Entergy Arkansas with the Securities and Exchange
Commission with respect to this transaction.

On September 13, 1996, Entergy Corporation and Entergy Technology
Holding Company (ETHC) entered into a credit agreement with the Bank
of New York (as agent) in the amount of $100 million. Borrowings made
by ETHC are guaranteed by Entergy Corporation. The credit facility
expires on September 12, 1999. At December 31, 1996, $20,000,000 of
borrowings by Entergy Corporation (evidenced by notes) were
outstanding. These transactions are exempt from the Act pursuant to
Section 34 (e)(3) and Rule 52.

On October 3, 1996, ETHC issued $32,000,000 of 11.2% notes, of
which $30,932,000 is guaranteed by Entergy Corporation. The notes
mature on October 3, 2006. These transactions are exempt from the Act
pursuant to Section 34 (e)(3) and Rule 52.

On November 21, 1996, ETHC issued $41,000,000 of 9.175% notes.
The notes are guaranteed by Entergy Corporation and mature on November
21, 2000. These transactions are exempt from the Act pursuant to
Section 34 (e)(3) and Rule 52.

<PAGE>
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES

Name of Company
Name of Acquiring, Calendar Year 1996
Issuer Redeeming Number of Shares Holding Company Act
and Security or Retiring of Principal Amount Exemption or
Groups Securities Acquired Redeemed Retired Consideration Release Number

ENTERGY ARKANSAS
Long-Term Debt,
including First
ENTERGY
Mortgage Bonds* ARKANSAS - - $114,470,000 $114,507,100 See Exhibit F

ENTERGY
Preferred Stock* ARKANSAS - 2,610,000 - $ 69,624,000 See Exhibit F

ENTERGY GULF STATES

Long-Term Debt,
including First
ENTERGY
Mortgage Bonds* GULF STATES - - $245,675,000 $245,841,875 See Exhibit F

ENTERGY
Preferred Stock* GULF STATES - 102,033 - $ 10,179,375 See Exhibit F

ENTERGY LOUISIANA

Long-Term Debt,
including First
ENTERGY
Mortgage Bonds* LOUISIANA - - $130,270,000 $130,270,000 See Exhibit F

ENTERGY
Preferred Stock* LOUISIANA - 2,400,370 - $ 67,823,835 See Exhibit F

ENTERGY MISSISSIPPI

Long-Term Debt,
including First
ENTERGY
Mortgage Bonds* MISSISSIPPI - - $61,015,000 $ 61,015,000 See Exhibit F

ENTERGY
Preferred Stock* MISSISSIPPI - 97,700 - $ 9,876,200 See Exhibit F

ENTERGY NEW ORLEANS

Long-Term Debt,
including First
ENTERGY
Mortgage Bonds* NEW ORLEANS - - $53,250,000 $ 53,250,000 See Exhibit F

ENTERGY
Preferred Stock* NEW ORLEANS - - - - See Exhibit F

SYSTEM ENERGY

Long-Term Debt,
including First
SYSTEM
Mortgage Bonds* ENERGY - - $410,319,000 $417,800,692 See Exhibit F

ENTERGY ENTERPRISES

ENTERGY
Common Stock CORPORATION 3,000 - - $ 3,000,000 35-26322
Paid-in-Capital - - - $ 25,000,000

ENTERGY POWER
DEVELOPMENT CORPORATION

Treasury Stock
ENTERGY - 600 - $ 6,000,000
Paid-in-Capital CORPORATION - - - $ 2,300,000 Section 32(g)

ENTERGY PAKISTAN, LTD.

ENTERGY POWER
Treasury Stock DEVELOPMENT - 58 - $ 58
Paid-in-Capital CORPORATION - - - $ 5,799,942 Section 32(g)

ENTERGY POWER ASIA, LTD.

ENTERGY POWER
DEVELOPMENT
Treasury Stock CORPORATION - 4,000 - $ 4,000,000 Section 32(g)

ENTERGY DO BRASIL LTDA

ENTERGY POWER
DEVELOPMENT
Common Stock CORPORATION 2,100,001 - - $ 2,058,000 Section 32(g)

ENTERGY RICHMOND POWER
CORPORATION

ENTERGY POWER
DEVELOPMENT
Treasury Stock CORPORATION - 4,500 - $ 4,500,000 Section 32(g)

ENTERGY PERU S. A.

Common Stock EP EDEGEL, INC. 2,300 - - $ 2,300 Section 32(g)

ENTERGY POWER
HOLDING II, LTD.

ENTERGY POWER
Common Stock DEVELOPMENT 100 - - $ 100
Paid-in-Capital CORPORATION - - - $ 24,990 Section 32(g)

ENTERGY POWER, INC.

ENTERGY
Return of Paid-in-Capital CORPORATION - - - $(75,000,000)

ENTERGY POWER MARKETING
CORPORATION

ENTERGY
Common Stock CORPORATION 250 - - $ 2,500,000 Section 32(g)

ENTERGY POWER OPERATIONS
CORPORATION

ENTERGY
Common Stock CORPORATION 1,000 - - $ 10 35-26322
Paid-in-Capital - - - $ 499,990

ENTERGY OPERATING
SERVICES, INC.

ENTERGY
Common Stock ENTERPRISES, INC. 3,000 - - $ 3,000,000

ENTERGY POWER
OPERATION HOLDINGS, LTD.

ENTERGY POWER
Common Stock OPERATIONS 10 - - $ 10
Paid-in-Capital CORPORATION - - - $ 499,990 35-26322

ENTERGY POWER OPERATIONS
PAKISTAN, LDC

ENTERGY POWER
Common Stock OPERATIONS 190 - - $ 190
Paid-in-Capital HOLDINGS, LTD - - - $ 474,810 Section 32(g)

Common Stock
ENTERGY POWER
OPERATIONS 10 - - $ 10
Paid-in-Capital HOLDING II, LTD - - - $ 24,990 Section 32(g)

ENTERGY POWER DEVELOPMENT
INTERNATIONAL CORPORATION

ENTERGY
Paid-in-Capital CORPORATION - - - $294,369,600 Section 33(c)

EPG CAYMAN HOLDING I

ENTERGY POWER
INTERNATIONAL
Common Stock DEVELOPMENT 1 - - $ 1
Paid-in-Capital CORPORATION - - - $ 2,914,552 Section 33(c)

EPG CAYMAN HOLDING II

ENTERGY POWER
INTERNATIONAL
Common Stock DEVELOPMENT 1 - - $ 1
Paid-in-Capital CORPORATION - - - $291,455,046 Section 33(c)

ENTERGY VICTORIA
HOLDINGS LDC

EPG CAYMAN
Common Stock HOLDING II 99 - - $ 99 Section 33(c)
Paid-in-Capital - - - $ 2,914,160
ENTERGY
Common Stock VICTORIA, LDC 1 - - $ 1 Section 33(c)
Paid-in-Capital - - - $ 29,436

ENTERGY VICTORIA LDC

EPG CAYMAN
Common Stock HOLDING I 1 - - $ 1 Section 33(c)
Paid-in-Capital - - - $ 2,914,552

EPG CAYMAN
Common Stock HOLDING II 99 - - $ 99 Section 33(c)
Paid-in-Capital - - - $288,540,689

CITIPOWER TRUST

ENTERGY
Trust Units VICTORIA, LDC - - - $291,425,805 Section 33(c)

ENTERGY VICTORIA
Trust Units HOLDINGS, LDC - - - $ 2,943,795 Section 33(c)

CITIPOWER PTY

ENTERGY
Common Stock VICTORIA, LDC 4 - - $ 4 Section 33(c)

ENTERGY VICTORIA
Common Stock HOLDINGS, LDC 1 - - $ 1 Section 33(c)

</TABLE>

* See annexed schedules (Pages 65-69 - Exhibit F) which identify the amount
acquired, redeemed or retired for each series or issue.

<PAGE>
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES

(1) Investments In Persons (Not Exceeding $100,000) Operating
Within Retail Service Area of Owner

Amount of
Name of Owner Number of Persons and Description Investment

Entergy Arkansas. One: a development corporation $1,000

Entergy Mississippi Two: industrial parks 13,500
-------

Total $14,500
=======

(2) Other Investments

Name of Issuer and a Description Security Number of % of Voting Carrying Value
Name of Owner of the Issuer's Business Owned Shares Owned Power to Owner

Entergy Arkansas Capital Avenue Development 70.063% - - $ 176,050
Company (limited partnership limited
engaged in the business of partnership
constructing, owning, interest
maintaining, operating and
leasing a 40-story commercial
office building)
Common Stock, 1,715,235 7.90 -
($.001 Par)
Entergy Enterprises, First Pacific Networks Inc.
Inc. (A communications company,
developing jointly with
Entergy, utility applications
of patented communication
technology)

Entergy S.A. Argelec S.A. (Consortium of 10% interest 3,000 9.95 3,009
non-affiliated companies
which independently acquired
a 60% interest in Central
Costanera S.A.)

Entergy S.A. Central Costanera S.A. (Owner 6% Interest 8,081,160 6.00 10,524,005
of a 1,260 MW fossil-fuel
steam electric generating
facility located in Buenos
Aires, Argentina)

Entergy Richmond Power Richmond Power Enterprises 1% general - - 5,575,690
Corporation LP(Limited partnership partnership
engaged in owning and interest49%
operating an independent limited
power plant) partnership
interest

Entergy Transener S.A. Citelec S.A. (Consortium of 15% interest 19,800,000 15.00 18,513,581
non- affiliated companies
which acquired a 65% interest
in Transener S.A.'s high
voltage transmission system)

Entergy Power Edesur Distrelec S.A. - Edesur 10% interest 9,911,200 10.00 58,211,143
Holding, Ltd. Debt(Consortium of non-
affiliated companies which
acquired a 51% interest in
Edesur S.A.'s distribution
system for the southern half
of the city of Buenos Aires,
Argentina)

Entergy Pakistan, Ltd. Hub Power Company, Ltd. 7.5% interest 86,405,411 7.50 37,622,038
(Owner of a 4 unit, 1,292 MW
oil- fired steam electric
generating facility located
near Karachi, Pakistan at the
mouth of the Hub River)

Entergy Power CBA Central Termoelectric Buenos 7.8% interest 3,301,378 7.8 3,673,508
Holding Ltd. Aires, S.A. (Owner of 220 MW
combined cycle gas turbine
located at the Central
Costanera Power Plant in
Buenos Aires, Argentina)

Entergy Peru S.A. Generandes Peru (Consortium 34.7% Not 50.01 167,649,597
of nonaffiliated companies interest available
which acquired a 60% interest
in Edegel S.A. owner of 5
hydro electric generating
stations (totaling 539 MW)
and one thermal generation
station (154 MW) serving
Lima, Peru)

------------
Total $301,948,621
============
</TABLE>
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS

ITEM 6. Part I - Names, Addresses, and Positions Held

ETR = Entergy Corporation
EAI = Entergy Arkansas, Inc.
EGSI = Entergy Gulf States, Inc.
ELI = Entergy Louisiana, Inc.
EMI = Entergy Mississippi, Inc.
ENOI = Entergy New Orleans, Inc.
ESI = Entergy Services, Inc.
SERI = System Energy Resources, Inc

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
As of December 31, 1996 ETR EAI EGSI ELI EMI ENOI ESI SERI
Cecil L. Alexander VP
P. O. Box 551
Little Rock, AR 72203
Kay Kelley Arnold VP
P. O. Box 8082
Little Rock, AR 72203
Michael B. Bemis EVP EVP EVP EVP EVP EVP EVP
P. O. Box 8082 D D D D D
Little Rock, AR 72203
W. Frank Blount D
Telstra Cpmmimocation Corp.
Level 15, Telstra House
231 Elizabeth St.
Sydney, NSW 2000 Australia
Joseph L. Blount S
1340 Echelon Parkway
Jackson, MS 39213
John A. Brayman EVP
Three Financial Centre
900 South Shackleford
Suite 210
Little Rock, AR 72211
S.M. Henry Brown VP VP
1776 I St., NW
Suite 275
Washington, D.C. 20006
James D. Bruno VP VP VP
4809 Jefferson Hwy.
Jefferson, LA 70121
Louis E. Buck VP VP VP VP VP VP VP VP
639 Loyola Ave. CAO CAO CAO CAO CAO CAO CAO CAO
New Orleans, LA 70113
Amery J. Champagne VP
P. O. Box 2951
Beaumont, TX 77704
C. Gary Clary VP
639 Loyola Ave.
New Orleans, LA 70113
William E. Colston VP VP VP
446 North Blvd.
Baton Rouge, LA 70802
John A. Cooper D
1801 Forest Hills Blvd.
Bella Vista, AR 72714-2399
John J. Cordaro P P
639 Loyola Ave. D D
New Orleans, LA 70113
Bill F. Cossar VP
P.O. Box 1640
Jackson, MS 39215-1640
S. G. Cunningham VP VP
639 Loyola Ave.
New Orleans, LA 70113
Johnny D. Ervin VP
P.O. Box 1640
Jackson, MS 39215-1640
Lucie J. Fjeldstad D
3303 SW Sherwood Place
Portland, OR 97201
Kent R. Foster VP
P.O. Box 8082
Little Rock, AR 72203
Norman C. Francis D
7325 Palmetto Street
New Orleans, LA 70125
Frank F. Gallaher EVP EVP EVP EVP EVP EVP EVP
350 Pine St. D D
Beaumont, TX 77701
William D. Hamilton VP
P. O. Box 8082
Little Rock, AR 72203
David C. Harlan VP
639 Loyola Avenue
New Orleans, LA 70113
Jack Harrington VP
639 Loyola Avenue
New Orleans, LA 70113
Donald C. Hintz EVP EVP EVP EVP D EVP CEO
1340 Echelon Parkway CNO D D D D P
Jackson, MS 39213 D
Jerry D. Jackson EVP EVP EVP EVP EVP EVP EVP
639 Loyola Ave. D D D D D D
New Orleans, LA 70113
Karen Johnson P
919 Congress Ave. D
Suite 740
Austin, TX 78701
R. Drake Keith P
P. O. Box 551 D
Little Rock, AR 72203
Charles L. Kelly VP VP
639 Loyola Ave.
New Orleans, LA 70113
J. F. Kenney VP
425 W. Capitol
Little Rock, AR 72203
Steven R. Kirkeby VP
P. O. Box 8082
Little Rock, AR 72203
Richard J. Landy SVP SVP SVP SVP SVP SVP SVP
639 Loyola Ave. CAdO CAdO CAdO CAdO CAdO CAdO CAdO
New Orleans, LA 70113
Peter H. Lemdrum VP
425 W. Capitol Ave.
P. O. Box 551
Little Rock, AR 72203
Robert v.d. Luft D
DuPont
17235 Brandywine
Wilmington, DE 9898
Edwin Lupberger COB COB COB COB COB COB COB COB
639 Loyola St. CEO CEO CEO CEO CEO CEO CEO D
New Orleans, LA 70113 P D P D D D P
D D D
John R. Marshall VP
P.O. Box 551
Little Rock, AR 72203
Jerry L. Maulden VC VC VC VC VC VC VC D
P.O. Box 551 D D D D D D
Little Rock, AR 72203 COO COO COO COO COO
J. Parker McCollough VP
919 Congress, #740
Austin, TX 78701
Gerald D. McInvale EVP EVP EVP EVP EVP EVP EVP EVP
639 Loyola Ave. CFO D D D D D D D
New Orleans, LA 70113 CFO CFO CFO CFO CFO CFO CFO
Kinnaird R. McKee D
214 S. Morris St.
Oxford, MD 21654
Donald E. Meiners P
308 East Pearl Street D
Jackson, MS 39201
James E. Moss VP
639 Loyola Ave.
New Orleans, LA 70113
Paul W. Murrill D
206 Sunset Blvd.
Baton Rouge, LA 70808
James R. Nichols D
50 Congress
Suite 832
Boston, MA 2109
Michael R. Niggli SVP SVP SVP SVP SVP SVP
P.O. Box 61000
New Orleans, LA 70161
Terry L. Ogletree EVP
Three Financial Centre
900 South Shackleford
Suite 210
Little Rock, AR 72211
Eugene H. Owen D
8755 Goodwood Blvd.
Baton Rouge, LA 70806
Daniel F. Packer P
639 Loyola Ave. D
New Orleans, LA 70113
John N. Palmer D
P.O. Box 2469
Jackson, MS 39225-2469
Ronald E. Phillips VP
P. O. Box 61000
New Orleans, LA 70161
James S. Pilgrim VP
900 South Louisiana
Little Rock, AR 72201
Robert D. Pugh D
P.O. Box 159
Portland, AR 71663
William J. Regan VP VP VP VP VP VP VP VP
P. O. Box 61000 T T T T T T T T
New Orleans, LA 70161
Jim Rider VP
P. O. Box 61000
New Orleans, LA 70161
Cathy S. Roche VP
639 Loyola Ave.
New Orleans, LA 70113
H. Duke Shackelford D
P.O. Box 168
Bonita, LA 71223
Wm. Clifford Smith D
P.O. Box 2266
Houma, LA 70361
Bismark A. Steinhagen D
Steinhagen Oil Company
P. O. Box 20037
Beaumont, TX 77720-0037
Michael G. Thompson SVP SVP SVP SVP SVP SVP SVP
639 Loyola Ave. S S S S S S S
New Orleans, LA 70113 GC GC GC GC GC GC GC
Andrew M. Vesey VP
639 Loyola Ave.
New Orleans, LA 70113
C. Hiram Walters VP VP VP
2901 Cypress Stree
P. O. Box 35803
West Monroe, LA 71294
John H. Zemanek VP
639 Loyola Ave.
New Orleans, LA 70113
</TABLE>

COB = Chairman of the Board CAO = Chief Accounting Officer
VC = Vice Chairman CAdO = Chief Administrative Officer
CEO = Chief Executive Officer CFO = Chief Financial Officer
P = President COO = Chief Operating Officer
SVP = Senior Vice President CNO = Chief Nuclear Officer
EVP = Executive Vice President T = Treasurer
VP = Vice President S = Secretary
D = Director GC = General Councel

<PAGE>

EOI = Entergy Operations, Inc.
EPI = Entergy Power, Inc.
SFI = System Fuels, Inc.
VARI = Varibus Corporation
POGI = Prudential Oil and Gas, Inc.
SGRC = Southern Gulf Railway Company
GSG&T = GSG&T Inc.
ETHC = Entergy Technology Holding Company

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
As of December 31, 1996 EOI EPI SFI VARI POGI SGRC GSG&T ETHC
Michael B. Bemis D D D D D
P. O. Box 8082
Little Rock, AR 72203
Joseph L. Blount S
1340 Echelon Parkway
Jackson, MS 39213
John A. Brayman COB
Three Financial Centre CEO
900 South Shackleford P
Suite 210 D
Little Rock, AR 72211
Louis E. Buck VP
639 Loyola Ave. CAO
New Orleans, LA 70113
Amery J Champagne CEO CEO CEO CEO CEO
P. O. Box 2951 P P P P P
Beaumont, TX 77704 D D D D D
Robert J. Cushman VP
Three Financial Centre
900 South Shackleford
Suite 210
Little Rock, AR 72211
J. G. Dewease VP
1340 Echelon Parkway
Jackson, MS 39213
Kent R. Foster D D D D D
P.O. Box 8082
Little Rock, AR 72203
Frank F. Gallaher COB COB COB COB COB
350 Pine St. D D D D D
Beaumont, TX 77701
Donald C. Hintz CEO D D D D D
1340 Echelon Parkway P
Jackson, MS 39213 D
Joseph J. Hagan VP
P. O. Box 756
Port Gibson, MS 39150
C. Randy Hutchinson VP
P. O. Box 756
Port Gibson, MS 39150
Richard J. Landy SVP
639 Loyola Ave. CAdO
New Orleans, LA 70113
Edwin Lupberger COB CEO
639 Loyola St. D
New Orleans, LA 70113
Jerry L. Maulden D
P.O. Box 551
Little Rock, AR 72203
John R. McGaha VP
P. O. Box 220
St. Francisville, LA 70775
Gerald D. McInvale EVP SVP EVP EVP EVP EVP EVP EVP
639 Loyola Ave. D T D D D D D D
New Orleans, LA 70113 CFO D CFO CFO CFO CFO CFO CFO
Terry L. Ogletree P
Three Financial Centre D
900 South Shacklford COO
Suite 210
Little Rock, AR 72211
Stephen Refsell VP
Three Financial Centre GC
900 South Shackleford
Suite 210
Little Rock, AR 72211
William J. Regan VP VP VP VP VP VP VP
P. O. Box 61000 T T T T T T T
New Orleans, LA 70161
Christopher T. Screen S S S S S
639 Loyola Ave.
New Orleans, LA 70113
Michael B. Sellman VP
P. O. Box B
Killona, LA 70066
Michael G. Thompson SVP SVP
639 Loyola Ave. S S
New Orleans, LA 70113 D D
F. W. Titus VP
1340 Echelon Pkwy
Jackson, MS 39213
Jerry W. Yelverton EVP
1340 Echelon Parkway COO
Jackson, MS 39213
</TABLE>

COB = Chairman of the Board CAO = Chief Accounting Officer
CEO = Chief Executive Officer CAdO = Chief Administrative Officer
P = President CFO = Chief Financial Officer
SVP = Senior Vice President COO = Chief Operating Officer
EVP = Executive Vice President GC = General Councel
VP = Vice President
T = Treasurer
S = Secretary
D = Director

<PAGE>

EEI = Entergy Enterprises, Inc.
ESA = Entergy S.A.
EPD = Entergy Power Deveopment Corporation
EPEHL = Entergy Power Edesur Holding, Ltd.
EPOC = Entergy Power Operations Corporation
ETSA = Entergy Transener S.A
EPDI = Entergy Power Development International Corporation
EPM = Entergy Power Marketing Corporation

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
As of December 31, 1996 EEI ESA EPD EPEHL EPOC ETSA EPDI EPM
Michael B. Bemis EVP
P. O. Box 8082 D
Little Rock, AR 72203
John A. Brayman EVP
Three Financial Centre D
900 South Shacklford
Suite 210
Little Rock, AR 72211
Charles J. Brown VP VP VP
2 George Yard
Lombard Street
London EC3V9DH
David W. Carter VP
3809 Beryl Road
Raleigh, NC 27607
Graham Collis D
Clarendon House, Church St. West
Hamilton, Bermuda
David Cooke D
Clarendon House, Church St. West
Hamilton, Bermuda
Robert J. Cushman VP VP VP VP VP VP
Three Financial Centre
900 South Shackleford
Suite 210
Little Rock, AR 72211
Lawrence S. Folks VP VP VP
18401 Von Karman Ave.
Suite 330
Irvine, CA 92715
Frank F. Gallaher D
350 Pine St.
Beaumont, TX 77701
Jerry D. Jackson D
639 Loyola Ave.
New Orleans, LA 70113
R. A. Keegan VP VP VP VP
Three Financial Centre
900 South Shackleford
Suite 210
Little Rock, AR 72211
Richard J. Landy D
639 Loyola Ave.
New Orleans, LA 70113
John J. Ludwig VP VP VP VP
Three Financial Centre
900 South Shackleford
Suite 210
Little Rock, AR 72211
Edwin Lupberger COB CEO CEO CEO CEO CEO
639 Loyola St. P
New Orleans, LA 70113 D
Gerald D. McInvale EVP SVP SVP EVP EVP EVP
639 Loyola Ave. D T T D D D
New Orleans, LA 70113 CFO D D CFO CFO CFO
Eduardo Montes De Oca D D
Alsina 495 14 Floor
1087 Buenos Aires
Argentina
Frederick Nugent VP VP
Three Financial Centre
900 South Shackleford
Suite 210
Little Rock, AR 72211
Kenneth W. Oberg VP VP VP
37/F LIPPO Tower, Suite 08-11
LIPPO Centre
89 Queensway Central
Hong Kong
Terry L. Ogletree EVP VP P P P P P P
Three Financial Centre D D D D D D D D
900 South Shackleford P COO
Suite 210
Little Rock, AR 72211
Claudio Onetto T T
Alsina 495 14 Floor S S
1087 Buenos Aires D D
Argentina
William J. Regan VP VP VP VP
P. O. Box 61000 T T T T
New Orleans, LA 70161
Maximo J. Salvat AD
Alsina 495 14 Floor
1087 Buenos Aires
Argentina
Michael G. Thompson SVP SVP SVP SVP SVP SVP
639 Loyola Ave. S S S S S S
New Orleans, LA 70113 D D D D D
Alberto V. Truilzi D VP
Alsina 495 14 Floor D
1087 Buenos Aires
Argentina
</TABLE>

COB = Chairman of the Board T = Treasurer
CEO = Chief Executive Officer S = Secretary
COO = Chief Operating Officer D = Director
P = President GC = General Counsel
SVP = Senior Vice President AD = Alternate Director
EVP = Executive Vice President
VP = Vice President

<PAGE>
ITEM 6. Part II - Financial Connections

As of December 31, 1996

Name and Location Position Applicable
Name of Officer of Held in Financial Exemption
or Director Financial Institution Institution Rule
(1) (2) (3) (4)

Cecil L. Alexander Mercantile Bank of Heber Springs, Director 70(f)
NA
Heber Springs, AR

Michael B. Bemis Deposit Guaranty Corporation Director 70(c), (d), (e), (f)
Jackson, MS

Deposit Guaranty National Bank Director 70(c), (d), (e), (f)
Jackson, MS

W. Frank Blount First Union National Bank Director 70(b)
Atlanta, Georgia

John A. Cooper First National Bank of Sharp Hononary 70(a)
County Director and
Ash Flat, AR Shareholder*

Norman C. Francis First National Bank of Commerce Director 70(a)
New Orleans, LA

Liberty Financial Chairman of 70(a)
Services/Liberty Bank the Board and
New Orleans, LA Director

The Equitable Life Assurance Director 70(b)
Society
New York, NY

Edwin Lupberger First National Bank of Commerce Director 70(a), (c), (d), (e),
New Orleans, LA (f)

First Commerce Corporation Director 70(a), (c), (d), (e),
New Orleans, LA (f)

Donald E. Meiners Trustmark Corporation Director 70(c), (f)
Jackson, MS

Trustmark National Bank Director 70(c), (f)
Jackson, MS

Eugene H. Owen Bank One, Louisiana, Inc. Director 70(a)
Baton Rouge, LA

Bank One, LA, NA Director 70(a)
Baton Rouge, LA

John N. Palmer Deposit Guaranty National Bank Director 70(a)
Jackson, MS

Robert D. Pugh Portland Bankshares, Inc. Director 70(a)
Portland, AR. and
Stockholder*

Portland Bank Director 70(a)
Portland , AR.

H. Duke Shackelford Hibernia National Bank Director 70(a)
New Orleans, LA

</TABLE>

* Holds, with power to vote, five percent or more of the outstanding
voting securities.

Item 6. Part III (a) - Executive Compensation

Summary Compensation Table

The following table includes the Chief Executive Officers, as well as
each of the four other most highly compensated executive officers in office
as of December 31, 1996 at Entergy Corporation, Entergy Arkansas, Inc.,
Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi,
Inc., Entergy New Orleans, Inc., System Energy Resources, Inc., Entergy
Services, Inc., System Fuels, Inc., Entergy Operations, Inc., Entergy
Enterprises, Inc., Entergy Power, Inc., Entergy Power Development
Corporation, Entergy S.A., Entergy Transener S.A., Varibus Corporation,
Prudential Oil & Gas, Inc., Southern Gulf Railway Company, GSG&T, Inc.,
Entergy Power Development International Corporation, Entergy Power Operations
Corporation, Entergy Power Marketing Corporation, Entergy Technology Holding
Company, and Entergy Power Edesur Holding, Ltd., (collectively, the "Named
Executive Officers"). This determination was based on total annual base
salary and bonuses from all Entergy sources earned during the year 1996. See
Item 6. Part I "Names, Addresses, and Positions Held", above for information
on the principal positions of the Named Executive Officers in the table
below.

As shown in Item 6. Part I, most Named Executive Officers are employed
by several Entergy companies. Because it would be impracticable to allocate
such officers' salaries among the various companies, the table below includes
aggregate compensation paid by all Entergy companies.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Long-Term Compensation
Annual Compensation Awards Payouts

(b)
Other Restricted Securities (c) (d)
(a) Annual Stock Underlying LTIP All Other
Name Year Salary Bonus Compensation Awards Options Payouts Compensation

Michael B. Bemis 1996 $ 297,115 $168,125 $ 43,884 (e) 5,000 shares $ 0 $12,813
1995 290,000 216,909 22,844 (e) 27,500 294,282 12,063
1994 288,846 76,923 32,940 (e) 2,500 28,275 8,596

John Brayman* 1996 $ 230,853 $111,425 $ 42,361 (e) 5,000 shares $ 0 $ 9,955
1995 122,885 87,696 64,129 (e) 0 0 53,495
1994 0 0 0 (e) 0 0 0

Louis E. Buck, Jr. 1996 $ 153,558 $ 66,187 $ 26,132 (e) 0 shares $ 0 $20,683
1995 49,039 21,280 9,151 (e) 0 0 7,529
1994 0 0 0 (e) 0 0 0

Amery J. Champagne** 1996 $ 149,904 $ 54,498 $ 17,936 (e) 0 shares $ 0 $ 6,671
1995 146,046 74,704 23,150 (e) 0 0 4,381
1994 136,669 41,699 3,952 (e) 0 0 0

Robert J. Cushman 1996 $ 176,000 $ 88,000 $ 17,228 (e) 0 shares $ 0 $ 6,780
1995 176,000 75,000 6,486 (e) 0 0 5,280
1994 171,693 11,401 8,370 (e) 0 0 4,412

Frank F. Gallaher 1996 $ 276,538 $130,150 $ 35,641 (e) 5,000 shares $ 0 $10,321
1995 240,000 198,360 61,360 (e) 27,500 324,398 7,638
1994 219,781 106,151 63,526 (e) 2,500 46,908 59,324

Donald C. Hintz*** 1996 $ 343,269 $231,299 $ 12,516 (e) 5,000 shares $ 0 $14,197
1995 325,000 265,049 13,394 (e) 30,000 409,414 9,750
1994 320,769 142,749 52,389 (e) 5,000 48,379 9,710

Jerry D. Jackson 1996 $ 332,115 $209,489 $ 37,928 (e) 5,000 shares $ 0 $13,862
1995 325,000 256,838 43,054 (e) 30,000 422,438 9,750
1994 323,711 106,155 29,598 (e) 5,000 56,550 9,634

Richard J. Landy 1996 $ 236,481 $147,240 $ 38,718 (e) 5,000 shares $ 0 $10,665
1995 200,535 147,429 33,935 (e) 27,500 200,750 6,016
1994 179,041 48,657 11,327 (e) 2,500 21,460 5,314

Edwin Lupberger**** 1996 $ 735,577 $448,794 $123,601 (e) 10,000 shares $ 0 $23,567
1995 700,000 568,400 89,163 (e) 60,000 781,337 21,000
1994 681,539 218,789 93,816 (e) 10,000 139,525 20,446

Jerry L. Maulden 1996 $ 435,000 $260,301 $ 27,056 (e) 5,000 shares $ 0 $14,550
1995 435,000 353,220 26,248 (e) 30,000 422,438 13,050
1994 426,134 135,962 63,994 (e) 5,000 56,550 12,859

Gerald D. McInvale 1996 $ 271,730 $179,576 $ 13,995 (e) 5,000 shares $ 0 $12,051
1995 255,481 186,739 12,525 (e) 27,500 294,282 7,664
1994 244,165 66,227 14,146 (e) 2,500 28,275 7,275

Terry L. Ogletree 1996 $ 255,673 $187,200 $ 79,774 (e) 5,000 shares $ 0 $19,177
1995 245,000 117,233 20,717 (e) 25,000 0 7,350
1994 244,231 32,689 15,865 (e) 0 0 7,327

William J. Regan, Jr. 1996 $ 190,000 $ 81,132 $ 20,684 (e) 0 shares $ 0 $ 8,852
1995 120,577 54,727 21,141 (e) 2,000 0 7,821
1994 0 0 0 (e) 0 0 0

Michael Thompson 1996 $ 245,960 $132,620 $ 20,640 (e) 5,000 shares $ 0 $11,278
1995 236,546 163,612 57,600 (e) 2,500 211,219 7,096
1994 229,378 62,172 21,287 (e) 2,500 28,275 6,844

Jerry W. Yelverton 1996 $ 223,090 $122,125 $ 14,809 (e) 2,500 shares $ 0 $25,622
1995 159,529 74,401 5,490 (e) 0 0 4,786
1994 147,338 67,150 6,310 (e) 0 0 4,599

</TABLE>

* Chief Executive Officer of Entergy Technology Holding Company.

** Chief Executive Officer of System Fuels, Inc., Varibus Corporation,
Prudential Oil & Gas, Inc., Southern Gulf Railway Company,
and GSG&T.

*** Chief Executive Officer of System Energy Resources, Inc. and Entergy
Operations, Inc

**** Chief Executive Officer of Entergy Corporation, Entergy Arkansas, Inc.,
Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi,
Inc., Entergy New Orleans, Inc., Entergy Services, Inc., Entergy Power,
Inc.; Entergy Power Development Corporation; Entergy Power Development
International Corporation, Entergy Power Operations Corporation, Entergy
Power Marketing Corporation, and Entergy Power Edesur Holding, Ltd.

(a) Includes bonuses earned pursuant to the Annual Incentive Plan.

(b) Amounts used in the calculation of perquisites were previously reported
in the column titled "All Other Compensation".

(c) Amounts include the value of restricted shares that vested in 1996,
1995, and 1994 (see note (e) below) under Entergy's Equity Ownership
Plan.

(d) Includes the following:

(1) 1996 benefit accruals under the Defined Contribution
Restoration Plan as follows: Mr. Bemis, $4,414; Mr. Brayman,
$2,262; Mr. Cushman, $780; Mr. Gallaher, $3,796; Mr. Hintz, $5,798;
Mr. Jackson, $5,463; Mr. Landy, $2,594; Mr. Lupberger, $17,567;
Mr. Maulden, $8,550; Mr. McInvale, $3,652; Mr. Ogletree, $2,870;
Mr. Regan, $1,200; Mr. Thompson, $2,879; Mr. Yelverton, $2,193.

(2) 1996 employer contributions to the System Savings Plan as
follows: Mr. Bemis, $4,500; Mr. Brayman, $4,500; Mr. Buck, $1,431;
Mr. Champagne, $4,497; Mr. Cushman, $4,500; Mr. Gallaher, $4,500;
Mr. Hintz, $4,500; Mr. Jackson, $4,500; Mr. Landy, $4,500; Mr.
Lupberger, $4,500; Mr. Maulden, $4,500; Mr. McInvale, $4,500; Mr.
Ogletree, $4,500; Mr. Regan, $4,500; Mr. Thompson, $4,500; Mr.
Yelverton, $4,500.

(3) 1996 employer contributions to the Employee Stock Ownership
Plan as of December 31, 1996 are as follows: Mr. Bemis, $3,899; Mr.
Champagne, $2,174; Mr. Cushman, $1,500; Mr. Gallaher, $1,500; Mr.
Hintz, $3,899; Mr. Jackson, $3,899; Mr. Landy, $3,571; Mr.
Lupberger, $1,500; Mr. Maulden, $1,500; Mr. McInvale, $3,899; Mr.
Ogletree, $1,500; Mr. Thompson, $3,899; Mr. Yelverton, $3,153.

(4) 1996 reimbursements for moving expenses are as follows: Mr.
Brayman, $3,193; Mr. Buck, $19,252; Mr. Gallaher, $525; Mr.
Ogletree, $10,307; Mr. Regan, $3,152; Mr. Yelverton, $15,776.

(e) Restricted stock awarded under the Equity Ownership Plan will vest at
the end of a three year period subject to the attainment of approved
performance goals. Restricted stock awards in 1996 are reported under
the "Long-Term Incentive Plan Awards" table, and reference is made to
this table for information on the aggregate number of restricted shares
awarded during 1996 and the vesting schedule for such shares.
Accumulated dividends are paid on restricted stock when vested. The
value of stock for which restrictions were lifted in 1996, 1995, and
1994, and the applicable portion of accumulated cash dividends, are
reported in the LTIP Payouts column in the above table.

Option Grants in 1996

The following table summarizes option grants during 1996 to the Named
Executive Officers. The absence, in the table below, of any Named Executive
Officer indicates that no options were granted to such officer.

Individual Grants Potential Realizable
% of Total Value
Number of Options at Assumed Annual
Securities Granted Exercise Rates of Stock
Underlying to Price Price Appreciation
Options Employees (per Expiration for Option Term(b)
Name Granted in share) Date 5% 10%
(a) 1996 (a)

Michael B. Bemis 5,000 6.1% $29.375 1/25/06 $ 92,369 $234,081

John Brayman 5,000 6.1% 29.375 1/25/06 92,369 234,081

Frank F. Gallaher 5,000 6.1% 29.375 1/25/06 92,369 234,081

Donald C. Hintz 5,000 6.1% 29.375 1/25/06 92,369 234,081

Jerry D. Jackson 5,000 6.1% 29.375 1/25/06 92,369 234,081

Richard J. Landy 5,000 6.1% 29.375 1/25/06 92,369 234,081

Edwin Lupberger 10,000 12.1% 29.375 1/25/06 184,738 468,162

Jerry L. Maulden 5,000 6.1% 29.375 1/25/06 92,369 234,081

Gerald D. McInvale 5,000 6.1% 29.375 1/25/06 92,369 234,081

Terry L. Ogletree 5,000 6.1% 29.375 1/25/06 92,369 234,081

Michael Thompson 5,000 6.1% 29.375 1/25/06 92,369 234,081

Jerry W. Yelverton 2,500 3.0% 29.375 1/25/06 46,184 117,040
</TABLE>

(a) Options were granted on January 25, 1996, pursuant to the Equity
Ownership Plan. All options granted on this date have an exercise price
equal to the closing price of Entergy Corporation common stock on the
New York Stock Exchange Composite Transactions on January 25, 1996.
These options became exercisable on July 25, 1996.

(b) Calculation based on the market price of the underlying securities
assuming the market price increases over a ten-year option period and
assuming annual compounding. The column presents estimates of potential
values based on simple mathematical assumptions. The actual value, if
any, an Named Executive Officer may realize is dependent upon the market
price on the date of option exercise.

Aggregated Option Exercises in 1996 and December 31, 1996 Option Values

The following table summarizes the number and value of all unexercised
options held by the Named Executive Officers. In 1996, no options were
exercised by any Named Executive Officer.

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options as of
as of December 31, 1996 December 31, 1996 (a)
Name Exercisable Unexercisabe Exercisable Unexercisable

Michael B. Bemis 15,000 25,000 $10,625 $168,750
John Brayman 5,000 0 0 0
Amery J. Champagne 0 2,000 0 13,500
Frank F. Gallaher 12,500 25,000 10,625 168,750
Donald C. Hintz 22,500 25,000 21,250 168,750
Jerry D. Jackson 19,411 25,000 0 168,750
Richard J. Landy 10,000 25,000 0 168,750
Edwin Lupberger 48,824 50,000 42,500 337,500
Jerry L. Maulden 25,000 25,000 21,250 168,750
Gerald D. McInvale 15,000 25,000 10,625 168,750
Terry L. Ogletree 5,000 25,000 0 168,750
William J. Regan, Jr. 0 2,000 0 13,500
Michael Thompson 12,500 0 10,625 0
Jerry W. Yelverton 2,500 0 0 0

(a) Based on the difference between the closing price of the Corporation's
Common Stock on the New York Stock Exchange Composite Transactions on
December 31, 1996, and the option exercise price.

Long-Term Incentive Plan Awards in 1996

The following Table summarizes awards of restricted shares of Entergy
Corporation common stock granted under the Equity Ownership Plan in 1996 to
the Named Executive Officers.

Estimated Future Payouts Under
Non-Stock Price-Based Plans(a)(b)

Performance
Number Period Until
of Maturation or
Name Shares Payout Threshold Target Maximum

Edwin Lupberger 60,000 1/1/96-12/31/98 20,000 40,000 60,000
Jerry L. Maulden 37,500 1/1/96-12/31/98 12,500 25,000 37,500
Michael B. Bemis 30,000 1/1/96-12/31/98 10,000 20,000 30,000
Frank F. Gallaher 30,000 1/1/96-12/31/98 10,000 20,000 30,000
Donald C. Hintz 30,000 1/1/96-12/31/98 10,000 20,000 30,000
Jerry D. Jackson 30,000 1/1/96-12/31/98 10,000 20,000 30,000
Richard J. Landy 30,000 1/1/96-12/31/98 10,000 20,000 30,000
Gerald D. McInvale 30,000 1/1/96-12/31/98 10,000 20,000 30,000
John Brayman 22,500 1/1/96-12/31/98 7,500 15,000 22,500
Terry L. Ogletree 22,500 1/1/96-12/31/98 7,500 15,000 22,500
Michael Thompson 22,500 1/1/96-12/31/98 7,500 15,000 22,500
Jerry W. Yelverton 22,500 1/1/96-12/31/98 7,500 15,000 22,500
Louis E. Buck, Jr. 4,500 1/1/96-12/31/98 1,500 3,000 4,500
William J. Regan, Jr. 4,500 1/1/96-12/31/98 1,500 3,000 4,500
Amery J. Champagne 2,250 1/1/96-12/31/98 750 1,500 2.250

</TABLE>

(a) Restricted shares awarded will vest at the end of a three-year period,
subject to the attainment of approved performance goals for Entergy.
Restrictions are lifted based upon the achievement of the cumulative
result of these goals for the performance period. The value any Named
Executive Officer may realize is dependent upon both the number of shares
that vest and the future market price of Entergy Corporation common
stock.

(b) The threshold, target, and maximum levels correspond to the achievement
of 50%, 100%, and 150%, respectively, of Equity Ownership Plan goals.
Achievement of a threshold, target, or maximum level would result in the
award of the number of shares indicated in the respective column.
Achievement of a level between these three specified levels would result
in the award of a number of shares calculated by means of interpolation.

Pension Plan Tables

Retirement Income Plan Table

Annual
Covered Years of Service
Compensation 15 20 25 30 35
$100,000 $ 22,500 $ 30,000 $ 37,500 $ 45,000 $ 52,000
200,000 45,500 60,000 75,000 90,000 105,000
300,000 67,500 90,000 112,500 135,000 157,500
400,000 90,000 120,000 150,000 180,000 210,000
500,000 112,500 150,000 187,500 225,000 262,500
850,000 191,250 255,000 318,750 382,500 446,250

All of the Named Executive Officers participate in a Retirement Income
Plan, a defined benefit plan, that provides a benefit for employees at
retirement from Entergy based upon (1) generally all years of service
beginning at age 21 through termination, with a forty-year maximum,
multiplied by (2) 1.5%, multiplied by (3) the final average compensation.
Final average compensation is based on the highest consecutive 60 months of
covered compensation in the last 120 months of service. The normal form of
benefit for a single employee is a lifetime annuity and for a married
employee is a 50% joint and survivor annuity. Other actuarially equivalent
options are available to each retiree. Retirement benefits are not subject
to any deduction for Social Security or other offset amounts. The amount of
the Named Executive Officers' annual compensation covered by the plan as of
December 31, 1996, is represented by the salary column in the Summary
Compensation Table above.

The credited years of service under the Entergy Corporation Retirement
Income Plan, as of December 31, 1996, for the Named Executive Officers is
as follows: Mr. Bemis 14, Mr. Buck 1, Mr. Champagne 23, Mr. Cushman 3,
Mr. Gallaher 24, Mr. Landy 13, Mr. Maulden 31, Mr. Regan 1, and Mr.
Yelverton 17. The credited years of service under the respective
Retirement Income Plan, as of December 31, 1996, for the following Named
Executive Officers, as a result of entering into supplemental retirement
agreements, is as follows: Mr. Brayman 25, Mr. Hintz 25, Mr. Jackson 17,
Mr. Lupberger 33, Mr. McInvale 24, Mr. Ogletree 28, and Mr. Thompson 20.

The maximum benefit under the Retirement Income Plan is limited by
Sections 401 and 415 of the Internal Revenue Code of 1986, as amended;
however, certain companies have elected to participate in the Pension
Equalization Plan sponsored by Entergy Corporation. Under this plan,
certain executives, including the Named Executive Officers, would receive
an additional amount equal to the benefit that would have been payable
under the Retirement Income Plan, except for the Sections 401 and 415
limitations discussed above.

In addition to the Retirement Income Plan discussed above, certain
companies participate in the Supplemental Retirement Plan of Entergy
Corporation and Subsidiaries (SRP) and the Post-Retirement Plan of Entergy
Corporation and Subsidiaries (PRP). Participation is limited to one of
these two plans and is at the invitation of a participating employer. The
participant may receive from the appropriate Entergy company a monthly
benefit payment not in excess of .025 (under the SRP) or .0333 (under the
PRP) times the participant's average base annual salary (as defined in the
plans) for a maximum of 120 months. Mr. Hintz and Mr. Yelverton entered
into SRP participation contracts and Mr. Ogletree entered into a contract
substantially similar to the SRP participation contract. All remaining
Named Executive Officers (except for Mr. Brayman, Mr. Buck, Mr. Champagne,
Mr. Cushman, Mr. McInvale, Mr. Regan, and Mr. Thompson) have PRP
participation contracts.

System Executive Retirement Plan Table (1)

Annual
Covered Years of Service
Compensation 15 20 25 30+
$ 200,000 $ 90,000 $100,000 $110,000 $120,000
300,000 135,000 150,000 165,000 180,000
400,000 180,000 200,000 220,000 240,000
500,000 225,000 250,000 275,000 300,000
600,000 270,000 300,000 330,000 360,000
700,000 315,000 350,000 385,000 420,000
1,000,000 450,000 500,000 550,000 600,000

___________

(1) Benefits shown are based on a target replacement ratio of 50% based on
the years of service and covered compensation shown. The benefits for
15 and 20 or more years of service at the 45% and 55% replacement levels
would decrease (in the case of 45%) or increase (in the case of 55%) by
the following percentages: 4.5% and 5.0%, respectively.

In 1993, Entergy Corporation adopted the System Executive Retirement
Plan (SERP). Certain of the companies are participating employers in the
SERP. The SERP is an unfunded defined benefit plan offered at retirement to
certain senior executives, which would currently include all the Named
Executive Officers (except for Mr. Cushman). Participating executives
choose, at retirement, between the retirement benefits paid under provisions
of the SERP or those payable under the executive retirement benefit plans
discussed above. Covered pay under the SERP includes final annual base
salary (see the Summary Compensation Table for the base salary covered by the
SERP as of December 31, 1996) plus the Target Incentive Award (i.e., a
percentage of final annual base salary) for the participant in effect at
retirement. Benefits paid under the SERP are calculated by multiplying the
covered pay times target pay replacement ratios (45%, 50%, or 55%, dependent
on job rating at retirement) that are attained, according to plan design, at
20 years of credited service. The target ratios are increased by 1% for each
year of service over 20 years, up to a maximum of 30 years of service. In
accordance with the SERP formula, the target ratios are reduced for each year
of service below 20 years. The credited years of service under this plan are
identical to the years of service for Named Executive Officers (other than
Mr. Bemis, Mr. Brayman, Mr. Jackson, Mr. Landy, Mr. McInvale, Mr. Ogletree,
Mr. Thompson, and Mr. Yelverton) disclosed above in the section entitled
"Pension Plan Tables-Retirement Income Plan Table". Mr. Bemis, Mr. Brayman,
Mr. Jackson, Mr. Landy, Mr. McInvale, Mr. Thompson, and Mr. Yelverton have 24
years, 1 year, 23 years, 23 years, 15 years, 3 years, 15 years, and 27 years
respectively, of credited service under this plan.

The normal form of benefit for a single employee is a lifetime annuity
and for a married employee is a 50% joint and survivor annuity. All SERP
payments are guaranteed for ten years. Other actuarially equivalent options
are available to each retiree. SERP benefits are offset by any and all
defined benefit plan payments from Entergy and from prior employers. SERP
benefits are not subject to Social Security offsets.

Eligibility for and receipt of benefits under any of the executive plans
described above are contingent upon several factors. The participant must
agree that, without the specific consent of the Entergy company for which
such participant was last employed, not to take employment after retirement
with any entity that is in competition with, or similar in nature to, any
Entergy company. Eligibility for benefits is forfeitable for various reasons,
including violation of an agreement with a participating employer,
resignation of employment, or termination of employment without company
permission.

In addition to the non-bargaining unit employees Retirement Income Plan
discussed above, Entergy Gulf States provides, among other benefits to
officers, an Executive Income Security Plan for key managerial personnel.
The plan provides participants with certain retirement, disability,
termination, and survivors' benefits. To the extent that such benefits are
not funded by the employee benefit plans of Entergy Gulf States or by vested
benefits payable by the participants' former employers, Entergy Gulf States
is obligated to make supplemental payments to participants or their
survivors. The plan provides that upon the death or disability of a
participant during his employment, he or his designated survivors will
receive (i) during the first year following his death or disability an amount
not to exceed his annual base salary, and (ii) thereafter for a number of
years until the participant attains or would have attained age 65, but not
less than nine years, an amount equal to one-half of the participant's annual
base salary. The plan also provides supplemental retirement benefits for
life for participants retiring after reaching age 65 equal to 1/2 of the
participant's average final compensation rate, with 1/2 of such benefit upon
the death of the participant being payable to a surviving spouse for life.

Entergy Gulf States amended and restated the plan effective March 1,
1991, to provide such benefits for life upon termination of employment of a
participating officer or key managerial employee without cause (as defined in
the plan) or if the participant separates from employment for good reason (as
defined in the plan), with 1/2 of such benefits to be payable to a surviving
spouse for life. Further, the plan was amended to provide medical benefits
for a participant and his family when the participant separates from service.
These medical benefits generally continue until the participant is eligible
to receive medical benefits from a subsequent employer; but in the case of a
participant who is over 50 at the time of separation and was participating in
the plan on March 1, 1991, medical benefits continue for life. By virtue of
the 1991 amendment and restatement, benefits for a participant cannot be
modified once he becomes eligible to participate in the plan.

Compensation of Directors

[Directors of Entergy Corporation who are not otherwise employees of
Entergy Corporation or its subsidiaries are paid a fee of $1,500 for
attendance at meetings of the Board of Directors, $1,000 for attendance at
meetings of committees of the Board,, $2,000 for attendance of committee
meetings that are scheduled during a time or at a location not in association
with a scheduled Board of Directors meeting, and $1,000 for participation on
behalf of Entergy Corporation, in any inspection trip or conference not held
on the same day as a Board or committee meeting. Committee chairpersons are
paid an additional $3,000 annually for their committee duties. All
nonemployee directors are also compensated on a quarterly basis in the form
of fixed awards of 150 shares of common stock pursuant to the Directors Plan.
In addition, directors receive in cash one-half the value of the quarterly
awards of common stock. During a portion of 1996, nonemployee outside
directors who served on the Board of Entergy Enterprises, Inc. were granted
50 shares of common stock, and cash equal to one-half the value of the common
stock.

The remaining Entergy companies currently have no non-employee
directors, and none of the current directors are compensated for his
responsibilities as director.

Nonemployee directors of Entergy Corporation, who retired prior to 1996,
with a minimum of five years of service on the Board of Directors, are paid
100% of their annual retainer at retirement for a term corresponding to the
number of years of service or until death, whichever occurs first. Retired
nonemployee directors with over ten years of service receive a lifetime
benefit. Nonemployee directors whose service terminates on or after May 1,
1996 are not eligible for retirement compensation and participate in the
Service Recognition Program ("Program"). Under the terms of the Program,
each director is credited with 800 phantom shares of common stock for each
year of service on the Board of Directors up to a maximum of ten years. Upon
termination of service, a director will receive in cash for five consecutive
years the value of one-fifth of the director's accumulated share total based
on the value of the shares at the time of payment in each of the five years.
Upon termination of service, a director may defer the valuation and receipt
of his payments for five or more years.

Retired non-employee directors of Entergy Arkansas, Entergy Louisiana,
Entergy Mississippi, and Entergy New Orleans with a minimum of five years of
service on the respective Boards of Directors are paid $200 a month for a
term of years corresponding to the number of years of active service as
directors. Retired non-employee directors with over ten years of service
receive a lifetime benefit of $200 a month. Years of service as an advisory
director are included in calculating this benefit. System Energy has no
retired non-employee directors.

In 1985, Entergy Gulf States, Inc.("Entergy Gulf States") established a
non qualified deferred compensation plan for its officers and nonemployee
directors. Under this plan, a director could defer a maximum 100% of his
compensation, and an officer could defer up to a maximum of 50% of his
compensation. Both Dr. Murrill, as an officer, and Mr. Steinhagen, as a
director, participated in this plan. The deferred compensation, which is
held in the general funds of Entergy Corporation, accrues simple interest
compounded annually at the rate set by the compensation committee of Entergy
Gulf States in 1985 for that year's deferrals. The plan provides that a
participant that was 54 or younger at the time of his deferral would receive,
in years 8-11 of the plan, interim annual installments equal to his deferral.
During 1996, Dr. Murrill and Mr.Steinhagen received their last interim
deferral. In addition, on January 1 following the year that Dr. Murrill
attains the age of 65, he will receive an annual benefit for 15 years; and on
January 1 following the year that Mr.Steinhagen attains the age of 70, he
will receive an annual benefit for 10 years.

On certain occasions, the Corporation provides personal transportation
services for the benefit of nonemployee directors. During 1996, the value of
such transportation services provided by Entergy Corporation to all directors
was approximately $21,000.

Employment Contracts and Termination of Employment and Change-in-Control
Arrangements

Mr. Ogletree has an employment contract whereby if he is terminated for
reasons other than just cause prior to the fifth anniversary of his
employment, Entergy Enterprises, Inc. will pay Mr. Ogletree one year's
severance allowance which is his base salary at the time of his termination.
Mr. Ogletree was also vested for the 24.33 years of service under his
Supplemental Credited Service Agreement and for five years under his Special
Retirement Agreement as of the effective date of his employment contract.

Mr. Folks has an employment contract whereby if after ten years of
continuous employment with Entergy Enterprises, Inc., his position is
eliminated, or his employment terminated for other than just cause, or if he
is required to relocate outside of Southern California, Mr. Folks will be
provided a severance package equal to one year annual base salary.
Additionally, Mr. Folks will receive five additional years of credited
service in the Entergy Corporation Retirement Income Plan after completing
ten years of actual service.

Mr. Brayman has an employment contract whereby if he is terminated prior
to the time he becomes eligible to retire, Entergy Enterprises, Inc. will pay
Mr. Brayman a minimum of two years salary at termination as severance and
provide compensation for a household move within the continental United
States under the same terms and conditions as that provided at the time of
employment.

As a result of the Entergy Corporation/Entergy Gulf States, Inc. merger,
Entergy Gulf States is obligated to pay benefits under the Executive Income
Security Plan to those persons who were participants at the time of the
Merger and who later terminated their employment under circumstances
described in the plan. For additional description of the benefits under the
Executive Income Security Plan, see the "Pension Plan Tables-System Executive
Retirement Plan Table" section noted above.

Item 6. Part III (b) - Security Ownership of Certain Beneficial Owners and
Management

The directors, the Named Executive Officers, and the directors and
officers as a group for Entergy Corporation, Entergy Arkansas, Inc., Entergy
Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc.,
Entergy New Orleans, Inc., System Energy Resources, Inc., Entergy Services,
Inc., System Fuels, Inc., Entergy Operations, Inc., Entergy Enterprises,
Inc., Entergy Power, Inc., Entergy Power Development Corporation, Entergy
S.A., Entergy Transener S.A., Varibus Corporation, Prudential Oil & Gas,
Inc., Southern Gulf Railway Company, GSG&T, Inc., Entergy Power Development
International Corporation, Entergy Power Operations Corporation, Entergy
Power Marketing Corporation, Entergy Technology Holding Company, and Entergy
Power Edesur Holding, Ltd. beneficially owned directly or indirectly common
stock of Entergy Corporation as indicated:

As of December 31, 1996
Entergy Corporation
Common Stock
Amount and Nature of
Beneficial Ownership(a)
Sole Voting
and Other
Investment Beneficial
Name Power Ownership (b)

Entergy Corporation
Michael B. Bemis ** 11,702 10,000
W. Frank Blount* 4,434 -
John A. Cooper, Jr.* 6,934 -
Lucie J. Fjeldstad* 3,384 -
Dr. Norman C. Francis* 1,200 -
Donald C. Hintz** 9,002 7,500
Jerry D. Jackson** 11,838 14,411
Robert v.d. Luft* 3,684 -
Edwin Lupberger*** 34,462 41,324 (c)
Jerry L. Maulden** 25,084 20,000
Adm. Kinnaird R. McKee* 2,467 -
Paul W. Murrill* 2,917 -
James R. Nichols* 5,078 -
Eugene H. Owen* 3,092 -
John N. Palmer, Sr.* 16,481 -
Robert D. Pugh* 6,700 6,500 (c)
H. Duke Shackelford* 8,750 4,950 (d)
Wm. Clifford Smith* 5,600 -
Bismark A. Steinhagen* 7,637 -
All directors and executive
officers 265,144 154,243

Entergy Arkansas, Inc.
Michael B. Bemis*** 11,702 10,000
Donald C. Hintz*** 9,002 7,500
Jerry D. Jackson*** 11,838 14,411
R. Drake Keith* 13,356 7,174
Edwin Lupberger*** 34,462 41,324 (c)
Jerry L. Maulden*** 25,084 20,000
Gerald D. McInvale* 16,241 10,000
All directors and executive
officers 191,785 137,909

Entergy Gulf States, Inc.
Michael B. Bemis*** 11,702 10,000
John J. Cordaro * 7,061 5,000
Frank F. Gallaher* 20,473 7,500
Donald C. Hintz*** 9,002 7,500
Jerry D. Jackson*** 11,838 14,411
Karen R. Johnson * 557 -
Edwin Lupberger*** 34,462 41,324 (c)
Jerry L. Maulden*** 25,084 20,000
Gerald D. McInvale * 16,241 10,000
All directors and executive
officers 183,609 135,735

Entergy Louisiana, Inc.
Michael B. Bemis*** 11,702 10,000
John J. Cordaro* 7,061 5,000
Donald C. Hintz*** 9,002 7,500
Jerry D. Jackson*** 11,838 14,411
Edwin Lupberger*** 34,462 41,324 (c)
Jerry L. Maulden*** 25,084 20,000
Gerald D. McInvale * 16,241 10,000
All directors and executive
officers 192,651 135,735

Entergy Mississippi, Inc.
Michael B. Bemis*** 11,702 10,000
Donald C. Hintz* 9,002 7,500
Jerry D. Jackson*** 11,838 14,411
Edwin Lupberger*** 34,462 41,324 (c)
Jerry L. Maulden*** 25,084 20,000
Gerald D. McInvale*** 16,241 10,000
Donald E. Meiners* 12,145 10,000
All directors and executive
officers 180,037 140,735

Entergy New Orleans, Inc.
Michael B. Bemis** 11,702 10,000
Jerry D. Jackson*** 11,838 14,411
Edwin Lupberger*** 34,462 41,324 (c)
Jerry L. Maulden*** 25,084 20,000
Gerald D. McInvale*** 16,241 10,000
Daniel F. Packer * 3,246 -
All directors and executive
officers 162,395 123,235

System Energy Resources, Inc.
Louis E. Buck, Jr.** 80 -
Donald C. Hintz*** 9,002 7,500
Edwin Lupberger*** 34,462 41,324 (c)
Jerry L. Maulden* 25,084 20,000
Gerald D. McInvale*** 16,241 10,000
William J. Regan ** 202 -
All directors and executive
officers 90,103 78,824

Entergy Services, Inc.
Michael B. Bemis*** 11,702 10,000
Frank F. Gallaher* 20,473 7,500
Donald C. Hintz*** 9,002 7,500
Jerry D. Jackson*** 11,838 14,411
Edwin Lupberger*** 34,462 41,324 (c)
Jerry L. Maulden*** 25,084 20,000
Gerald D. McInvale* 16,241 10,000
All directors and executive
officers 281,880 158,235

System Fuels, Inc.
Michael B. Bemis* 11,702 10,000
Amery J. Champagne*** 1,408 -
Kent R. Foster* 10,217 7,500
Frank F. Gallaher*** 20,473 7,500
Donald C. Hintz* 9,002 7,500
Gerald D. McInvale*** 16,241 10,000
William J. Regan** 202 -
All directors and executive
officers 71,127 42,500

Entergy Operations, Inc.
Donald C. Hintz*** 9,002 7,500
Richard J. Landy** 8,626 5,000
Edwin Lupberger*** 34,462 41,324 (c)
Jerry L. Maulden* 25,084 20,000
Gerald D. McInvale*** 16,241 10,000
Jerry W. Yelverton** 8,444 -
All directors and executive
officers 123,831 83,824

Entergy Enterprises, Inc.
Michael B. Bemis*** 11,702 10,000
John A. Brayman* 5,188 -
Frank F. Gallaher* 20,473 7,500
Jerry D. Jackson* 11,838 14,411
Richard J. Landy* 8,626 5,000
Edwin Lupberger*** 34,462 41,324 (c)
Gerald D. McInvale*** 16,241 10,000
Terry L. Ogletree*** 6,794 4,558 (e)
Michael G. Thompson** 13,530 7,500
All directors and executive
officers 131,258 100,293

Entergy Power, Inc.
Robert J. Cushman** 643 -
Edwin Lupberger** 34,462 41,324 (c)
Gerald D. McInvale*** 16,241 10,000
Terry L. Ogletree*** 6,794 4,558 (e)
Michael G. Thompson*** 13,530 7,500
All directors and executive
officers 71,670 63,382

Entergy Power Development Corporation
Robert J. Cushman** 643 -
Edwin Lupberger** 34,462 41,324 (c)
Gerald D. McInvale*** 16,241 10,000
Terry L. Ogletree*** 6,794 4,558 (e)
Michael G. Thompson*** 13,530 7,500
All directors and executive
officers 73,229 63,382

Entergy, S. A.
Eduardo Montes De Oca * - -
Terry L. Ogletree*** 6,794 4,558 (e)
Claudio Onetto* - -
Alberto V. Triulzi* 1,029 -
All directors and executive
officers 7,823 4,558

Entergy Transener, S. A.
Eduardo Montes De Oca * - -
Terry L. Ogletree*** 6,794 4,558 (e)
Claudio Onetto* - -
Maximo J. Salvat* - -
Alberto V. Triulzi* 1,029 -
All directors and executive
officers 7,823 4,558

Varibus Corporation
Michael B. Bemis* 11,702 10,000
Amery J. Champagne*** 1,408 -
Kent R. Foster* 10,217 7,500
Frank F. Gallaher*** 20,473 7,500
Donald C. Hintz* 9,002 7,500
Gerald D. McInvale*** 16,241 10,000
William J. Regan** 202 -
All directors and executive
officers 71,127 42,500

Prudential Oil & Gas, Inc.
Michael B. Bemis* 11,702 10,000
Amery J. Champagne*** 1,408 -
Kent R. Foster* 10,217 7,500
Frank F. Gallaher*** 20,473 7,500
Donald C. Hintz* 9,002 7,500
Gerald D. McInvale*** 16,241 10,000
William J. Regan** 202 -
All directors and executive
officers 71,127 42,500

Southern Gulf Railway Company
Michael B. Bemis* 11,702 10,000
Amery J. Champagne*** 1,408 -
Kent R. Foster* 10,217 7,500
Frank F. Gallaher*** 20,473 7,500
Donald C. Hintz* 9,002 7,500
Gerald D. McInvale*** 16,241 10,000
William J. Regan** 202 -
All directors and executive
officers 71,127 42,500

GSG&T, Inc.
Michael B. Bemis* 11,702 10,000
Amery J. Champagne*** 1,408 -
Kent R. Foster* 10,217 7,500
Frank F. Gallaher*** 20,473 7,500
Donald C. Hintz* 9,002 7,500
Gerald D. McInvale*** 16,241 10,000
William J. Regan** 202 -
All directors and executive
officers 71,127 42,500

Entergy Power Development International Corporation
Edwin Lupberger** 34,462 41,324 (c)
Gerald D. McInvale*** 16,241 10,000
Terry L. Ogletree*** 6,794 4,558 (e)
William J. Regan** 202 -
Michael G. Thompson*** 13,530 7,500
All directors and executive
officers 74,269 63,382

Entergy Technology Holding Company
John A. Brayman*** 5,188 -
Gerald D. McInvale*** 16,241 10,000
William J. Regan** 202 -
Michael G. Thompson*** 13,530 7,500
All directors and executive
officers 35,161 175,004

Entergy Power Operations Corporation
Edwin Lupberger** 34,462 41,324 (c)
Gerald D. McInvale*** 16,241 10,000
Terry L. Ogletree*** 6,794 4,558 (e)
William J. Regan** 202 -
Michael G. Thompson*** 13,530 7,500
All directors and executive
officers 71,872 63,382

Entergy Power Edesur Holdings Ltd.
Graham, Collis* - -
David Cooke* - -
Robert J. Cushman** 643 -
Edwin Lupberger** 34,462 41,324 (c)
Gerald D. McInvale*** 16,241 10,000
Terry L. Ogletree*** 6,794 4,558 (e)
Michael G. Thompson*** 13,530 7,500
All directors and executive
officers 72,707 63,382

Entergy Power Marketing Corporation
Edwin Lupberger** 34,462 41,324 (c)
Gerald D. McInvale*** 16,241 10,000
Terry L. Ogletree*** 6,794 4,558 (e)
William J. Regan** 202 -
Michael G. Thompson*** 13,530 7,500
All directors and executive
officers 71,872 63,382

* Director of the respective Company

** Named Executive Officer of the respective Company

*** Director and Named Executive Officer of the respective Company

(a) Based on information furnished by the respective individuals. Except as
noted, each individual has sole voting and investment power. The amount
owned by each individual and by all directors and executive officers as
a group does not exceed one percent of the outstanding securities of any
class of security so owned.

(b) Includes, for the Named Executive Officers, shares of Entergy
Corporation common stock in the form of unexercised stock options
awarded pursuant to the Equity Ownership Plan as follows: Michael B.
Bemis, 10,000 shares; John J. Cordaro 5,000 shares; Kent R. Foster,
7,500 shares; Frank F. Gallaher, 7,500 shares; Donald C. Hintz, 7,500
shares; Jerry D. Jackson, 14,411 shares; R. Drake Keith, 7,174 shares;
Richard J. Landy, 5,000 shares; Edwin Lupberger, 38,824 shares; Jerry L.
Maulden, 20,000 shares; Gerald D. McInvale, 10,000 shares; Donald E.
Meiners, 10,000 shares; Michael G. Thompson, 7,500 shares.

(c) Includes, for the Named Executive Officers, shares of Entergy
Corporation common stock held by their spouses. The named persons
disclaim beneficial ownership in these shares as follows: Edwin
Lupberger, 2,500 shares; and Robert D. Pugh, 6,500 shares.

(d) Includes 4,950 shares owned by the estate of Mrs. Shackelford, of which
H. Duke Shackelford disclaims beneficial ownership.

(e) Includes, for the Named Executive Officer, shares of Entergy Corporation
common stock held jointly with his spouse as follows: Terry L.
Ogletree, 4,558 shares.

Item 6. Part III (c) - Contracts and Transactions with System Companies

During 1996, T. Baker Smith & Son, Inc. performed land surveying
services for, and received payments of approximately $63,000 from, Entergy
Louisiana, Inc. Mr. Wm. Clifford Smith, a director of Entergy Corporation,
is President of T. Baker Smith & Son, Inc. Mr. Smith's children own 100% of
the voting stock of T. Baker Smith & Son, Inc.

ITEM 6. Part III (d) - Indebtedness to System Companies

None.

ITEM 6. Part III (e) - Participation in Bonus and Sharing Arrangements and
Other Benefits

See Item 6. Part III (a).

ITEM 6. Part III (f) - Rights to Indemnity

The Certificate of Incorporation of Entergy provides that the
corporation shall indemnify its directors and officers to the fullest
extent permitted by the General Corporation Law of Deleware, as amended
from time to time.

The Certificate of Incorporation also provides that Entergy may
maintain insurance to protect its officers and directors against such
expense, liability or loss, whether or not the corporation would have the
power to indemnify such person against such expense, liability or loss
under the General Corporation Law of the State of Deleware.

ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS

(1)* CALENDAR YEAR 1996
Name of Name or Number
Company of Beneficiaries Purpose(s) Account(s) Charged Amount
<S> <C> <C> <C> <C>
ENTERGY Democratic National Building Fund Donations $ 173,500.00
CORPORATION Committee

Republican National Building Fund Donations 170,000.00
Finance Committee
------------
Total $ 343,500.00
============
</TABLE>
* Several of the System Companies have established separate
segregated funds known as political action committees,
established pursuant to the Federal Election Campaign Act, in
soliciting employee participation in Federal, state and local
elections.
<TABLE>
<CAPTION>

(2) CALENDAR YEAR 1996
Name of Name or Number
Company of Beneficiaries Purpose(s) Account(s) Charged Amount
<S> <C> <C> <C> <C>
ENTERGY U.S. Chamber of Civic Activity Donations $ 12,000.00
CORPORATION Commerce

Arkansas Policy Civic Activity Donations 20,000.00
Foundation

Democratic Leadership Civic Activity Donations 10,000.00
Council

NAACP Community Welfare Donations 27,133.00

Congressional Research Donations 10,000.00
Management Foundation

National Alliance of Education Donations 25,000.00
Business

New Orleans Police Community Welfare Donations 25,000.00
Foundation

Progress and Freedom Research Donations 25,000.00
Foundation

Eleven Items Community Welfare, Donations 34,530.00
Education, Research
& Education, and Civic
Activity
-----------
Total $188,663.00
===========
</TABLE>
<TABLE>
<CAPTION>
(1) CALENDAR YEAR 1996
Name of Name or Number
Company of Beneficiaries Purpose(s) Account(s) Charged Amount
<S> <C> <C> <C> <C>
ENTERGY Republican Party of Building Fund Donations $11,000.00
ARKANSAS Arkansas ==========
</TABLE>
<TABLE>
<CAPTION>
(2) CALENDAR YEAR 1996
<S> <C> <C> <C> <C>
ENTERGY Arkansas State and Civic Activity Donations $132,355.00
ARKANSAS Local Chamber of
Commerce

Arkansas Industrial Civic Activity Donations 30,000.00
Association

Arkansas Nature Civic Activity Donations 10,000.00
Conservancy

3 Items Civic Activity, 23,000.00
Education,
Community Welfare
-----------
Total $195,355.00
===========

ENTERGY Greater Baton Rouge Civic Activity Donations $ 25,000.00
GULF STATES Economic
Partnership Inc.

Baton Rouge Area Civic Activity Donations 20,000.00
Foundation

Foundation Civic Activity Donations 30,000.00
Southwest Louisiana

Chamber of Commerce Civic Activity Donations 27,680.00

Houston Advanced Civic Activity Donations 10,000.00
Research Center

Twenty-three Items Civic Activity, Donations 29,768.00
Education,
Community Welfare
-----------
Total $142,448.00
===========

ENTERGY Chamber, New Civic Activity Donations $ 94,651.00
LOUISIANA Orleans & the River
Region

Louisiana Civic Activity Donations 16,500.00
Association
of Business and
Industry

NAACP Civic Activity Donations 15,000.00

Bureau of Research and Donations 16,000.00
Governmental Education
Research

Chambers Of Commerce Civic Activity Donations 21,778.00

Ten Items Research and Education, Donations 20,875.00
Civic Activity, Community
Welfare
-----------
Total $184,804.00
===========

(1) CALENDAR YEAR 1996
ENTERGY Fordice Inaugural Political Activity $7,500.00
MISSISSIPPI Committee

Musgrove Inaugural Political Activity 2,000.00
Campaign
---------
Total $9,500.00
=========

(2) CALENDAR YEAR 1996

ENTERGY NAACP Civic Activity Donations $ 22,000.00
MISSISSIPPI
Chamber of Commerce Civic Activity Donations 62,000.00

Urban League of Greater Community Welfare Donations 12,000.00
Jackson

7 Items Community Welfare, Donations 20,500.00
Civic Activities
-----------
Total $116,500.00
===========

ENTERGY NEW Chamber New Orleans Civic Activity Donations $105,850.00
ORLEANS River Region

Louisiana Association Civic Activity Donations 10,000.00
of Business and Industry

Urban League Community Welfare Donations 25,350.00

Four Items Research & Education Donations 11,800.00
-----------
Total $153,000.00
===========

SYSTEM One Item Civic Activity Donations $ 5,181.96
ENERGY ===========

</TABLE>
<PAGE>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS

(I)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>

In Effect
Serving Receiving Date of Dec. 31, 1996
Transaction Company Company Compensation Contract (Yes or No)

Fuel purchases System Fuels Entergy Arkansas $3,308,187 1/12/73 Yes

Fuel purchases System Fuels Entergy Louisiana $ 8,758,300 1/12/73 Yes

Fuel purchases System Fuels Entergy $25,768,780 1/12/73 Yes
Mississippi

Fuel purchases System Fuels Entergy New $ 1,569,923 1/12/73 Yes
Orleans

Miscellaneous Entergy Arkansas Entergy Louisiana $ 445,405 N/A N/A
transmission and
distribution station
equipment

Miscellaneous Entergy Gulf Entergy Louisiana $ 38,117 N/A N/A
transmission and States
distribution station
equipment

Miscellaneous Entergy Louisiana Entergy New $ 39,233 N/A N/A
transmission and Orleans
distribution station
equipment

Miscellaneous Entergy Louisiana Entergy Gulf $ 167,076 N/A N/A
transmission and States
distribution station
equipment

Miscellaneous Entergy Entergy Arkansas $ 217,276 N/A N/A
transmission and Mississippi
distribution station
equipment

Miscellaneous Entergy Entergy Louisiana $ 439,967 N/A N/A
transmission and Mississippi
distribution station
equipment

Miscellaneous coal Entergy Gulf Entergy Arkansas $ 10,237 N/A N/A
equipment States

Miscellaneous coal Entergy Gulf Entergy Power $ 16,250 N/A N/A
equipment States

Miscellaneous coal Entergy Gulf Entergy $ 10,237 N/A N/A
equipment States Mississippi

Certain materials & System Fuels Entergy Arkansas $27,499,946 6/15/78 Yes
services required
for
fabrication of
Nuclear Fuel

Certain materials & System Fuels Entergy Louisiana $51,155,297 6/15/78 Yes
services required
for
fabrication of
Nuclear Fuel

Certain materials & System Fuels System Energy $32,535,407 6/15/78 Yes
services required
for
fabrication of
Nuclear Fuel

Microwave System Entergy System Energy $ 25,348 6/06/90* Yes
Services Mississippi

* Original contract dated June 21, 1974, modified December 16, 1986
and June 6, 1990.

Miscellaneous Spare Entergy Arkansas Entergy Louisiana $ 222,488 N/A N/A
Parts Inventory

Miscellaneous Spare Entergy Arkansas Entergy $ 1,980,201 N/A N/A
Parts Inventory Mississippi

Miscellaneous Spare Entergy Arkansas Entergy New $ 4,546 N/A N/A
Parts Inventory Orleans

Miscellaneous Spare Entergy Arkansas Entergy Gulf $ 297,616 N/A N/A
Parts Inventory States

Miscellaneous Spare Entergy Louisiana Entergy Arkansas $ 169,631 N/A N/A
Parts Inventory

Miscellaneous Spare Entergy Louisiana Entergy $ 321,762 N/A N/A
Parts Inventory Mississippi

Miscellaneous Spare Entergy Louisiana Entergy New $ 1,819,699 N/A N/A
Parts Inventory Orleans

Miscellaneous Spare Entergy Louisiana Entergy Gulf $ 417,417 N/A N/A
Parts Inventory States

Miscellaneous Spare Entergy Entergy Arkansas $ 125,904 N/A N/A
Parts Inventory Mississippi

Miscellaneous Spare Entergy Entergy Louisiana $ 2,159,488 N/A N/A
Parts Inventory Mississippi

Miscellaneous Spare Entergy Entergy New $ 903 N/A N/A
Parts Inventory Mississippi Orleans

Miscellaneous Spare Entergy Entergy Gulf $ 58,263 N/A N/A
Parts Inventory Mississippi States

Miscellaneous Spare Entergy New Entergy Arkansas $ 4,844 N/A N/A
Parts Inventory Orleans

Miscellaneous Spare Entergy New Entergy Louisiana $ 365,215 N/A N/A
Parts Inventory Orleans

Miscellaneous Spare Entergy New Entergy $ 897 N/A N/A
Parts Inventory Orleans Mississippi

Miscellaneous Spare Entergy New Entergy Gulf $ 153,471 N/A N/A
Parts Inventory Orleans States

Miscellaneous Spare Entergy Gulf Entergy Arkansas $ 240,370 N/A N/A
Parts Inventory States

Miscellaneous Spare Entergy Gulf Entergy $ 25,536 N/A N/A
Parts Inventory States Mississippi

Miscellaneous Spare Entergy Gulf Entergy New $ 3,430 N/A N/A
Parts Inventory States Orleans

</TABLE>

The following contracts were in effect as of December 31, 1996

- - Contract for the purchase of fuel oil between System Fuels and certain System
Companies dated January 12, 1973.

- - Contract for the purchase of nuclear fuel between System Fuels and certain
System Companies dated June 15, 1978.

ITEM 8. Part II

Reference is made to information under Item 6, Part III(c).

ITEM 8. Part III

None.

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES

(a) In December 1992, Entergy Corporation purchased a 50%
interest in a 250 MW gas-fired, combined cycle independent
power plant in Richmond, Virginia. The plant is jointly
owned and operated by the Enron Power Corporation, a
developer of independent power projects. The plant owners
had a 25 year contract to sell electricity to the Virginia
Electric & Power Company. Entergy owns its interest in the
plant indirectly through Entergy Power Development
Corporation, a subsidiary created as an EWG holding company
under the provisions of the Energy Act. Entergy Power
Development Corporation, formed an EWG subsidiary, Entergy
Richmond Power Corporation, to directly own the interest in
the Richmond facility. In February 1997, the Entergy
Richmond Power Corporation sold its interest in the project
for $10 million.

In November 1992, Entergy Corporation's subsidiary,
Entergy, S.A., participated in a consortium with other
nonaffiliated companies that allowed it to acquire a 6%
interest in Central Costanera, S.A., an Argentina steam
electric generating facility consisting of seven natural gas
and oil fired generating units, with total installed
capacity of 1,260 MW. Central Costanera, S.A. is an EWG
under the provisions of the Energy Act. Entergy
Corporation's initial investment to acquire its 6% interest
in Central Costanera, S.A. was approximately $10.5 million.
In August 1995, Entergy, S.A. was granted EWG status.

Entergy Corporation, through its subsidiary, Entergy
Power Edesur Holding, Ltd., holds a 10% interest in
Distrilec, S.A., an Argentina company that in January 1993,
acquired a privatized 51% interest in Edesur S.A., an
electric distribution company providing service to Buenos
Aries, Argentina. Edesur, S.A. is a FUCO under the
provisions of the Energy Act. Entergy Corporation's initial
investment to acquire its indirect 51% in Edesur, S.A. was
approximately $58.2 million.

In July 1993, Entergy Corporation, through a subsidiary,
Entergy Transener, S.A., participated in a consortium with
other nonaffiliated companies that acquired a 65% interest
in a foreign transmission system providing service in the
country of Argentina. Entergy Transener, S.A. is a FUCO
under the provisions of the Energy Act. Entergy
Corporation's initial investment to acquire its indirect
9.75% interest in Transener, S. A. was approximately $18.5
million.

In August 1994, Entergy Corporation, through a wholly
owned subsidiary of Entergy Power Development Corporation,
Entergy Pakistan, Ltd., acquired a 10% equity interest in
The Hub Power Company, Ltd., which owns a 1,292 MW steam
electric generation facility under development in Pakistan.
Entergy Pakistan, Ltd. is an EWG under provisions of the
Energy Act. Entergy Corporation's initial investment to
acquire its indirect 10% interest in The Hub Power Company,
Ltd., was $50.2 million. During 1996, Entergy Corporation
sold 25% of its interest in The Hub Power Company, Ltd. for
approximately $27 million. At December 31, 1996, Entergy
Corporation held an approximate 7.5% interest in The Hub
Power Company, Ltd. , and the book value of such interest
was approximately $37.6 million.

In August 1994, Entergy Corporation established through
its wholly owned subsidiary, Entergy Power Development
Corporation, a wholly owned subsidiary Entergy Power Asia,
Ltd. This subsidiary is an EWG under the provisions of the
Energy Act and has been established to develop and hold
Entergy's investments in the Pacific Rim. At December 31,
1996, Entergy Power Asia, Ltd. did not have any material
investments.

In April 1995, Entergy Corporation through a wholly
owned subsidiary of Entergy Power Development Corporation,
Entergy Power CBA Holding Ltd. purchased a 7.8% interest in
Central Buenos Aires, S.A. Central Buenos Aires, S.A. owns
a 220 MW combined cycle gas turbine at the Central Costanera
S. A. power plant in Buenos Aires, Argentina. This
subsidiary is an EWG under the provisions of the Entergy
Act. Entergy's equity position in this investment currently
totals approximately $3.6 million.

In November 1995, Entergy Corporation, through a new
wholly owned subsidiary of Entergy Power Development
Corporation, EP Edegel, Inc., acquired a 34.7% interest in a
consortium, Generandes, Co., which purchased 60% of Edegel,
S.A., a company that owns 5 hydroelectric generating
stations (totaling 539 MW) and 1 thermal generating station
(154 MW). EP Edegel, Inc. is an EWG under the provisions of
the Energy Act. Entergy Corporation's investment in Edegel,
S.A. totals approximately $167.4 million.

Entergy Corporation owns 100% of the outstanding capital
stock of Entergy Power Marketing which has qualified for
exemption from the Act as an EWG pursuant to the Energy Act.
Entergy Corporation's investment in Entergy Power Marketing
totals approximately $2.5 million.

In January 1996, Entergy Corporation, through
subsidiaries of Entergy Power Development International
Corporation, acquired 100% of CitiPower Pty, a company
principally engaged in the ownership and operation of
facilities and for the distribution of electricity serving
customers in and around the City of Melbourne, Australia.
Reference is made to Item 1 for information concerning the
system companies holding ownership interests in CitiPower
Limited Pty and the nature of the interest held. Entergy
Corporation's investment in CitiPower Limited totals
$294,369,600.

Entergy Corporation owned, indirectly through its wholly-
owned subsidiaries, Entergy Power Operations Corporation and
Entergy Power Development Corporation, 100% of the
outstanding capital stock of Entergy Power Operations
Pakistan LDC ("EPOP"), an EWG under the Entergy Act formed
to provide operations and management services to the Liberty
Power Project in Pakistan. Entergy Corporation's investment
in EPOP totals approximately $500,000.

At December 31, 1996 Entergy Corporation owned,
indirectly through Entergy Power Development International
Corporation, 100% of the outstanding capital stock of
Entergy Power UK Holding Ltd. and Entergy Power UK plc, each
of which has qualified for exemption as a FUCO pursuant to
the Entergy Act. Such companies were used to acquire and
hold Entergy's investment in London Electricity plc, a
regional electric distribution company in the United Kingdom
providing service to customers in the London area. However,
at December 31, 1996, such companies were minimally
capitalized and none of such companies owned, directly or
indirectly, any facilities used for generation,
transmission, or distribution or electric energy sale.
Accordingly, no financial information for such companies is
provided under Exhibit I.

Part I(b); Part I(c); and Part I(d) are being filed pursuant
to Rule 104.

ITEM 9. Part II

See Exhibits H and I.

ITEM 9. Part III is being filed pursuant to Rule 104.

<PAGE>

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS

Financial statements and financial statement schedules filed as
part of the annual report, pursuant to requirements of the Public
Utility Holding Company Act of 1935.

FINANCIAL STATEMENTS PAGE NO.

*Independent Accountants' Consent S-1

Entergy Corporation and Subsidiaries:
*Consolidating Statement of Income (Loss) for the Year S-2
Ended December 31, 1996
*Consolidating Statement of Cash Flows for the Year Ended S-6
December 31, 1996
*Consolidating Balance Sheet as of December 31, 1996 S-10
*Consolidating Statement of Retained Earnings for the Year S-18
Ended December 31, 1996

Entergy Gulf States Corporation and Subsidiaries:
*Consolidating Statement of Income (Loss) for the Year S-22
Ended December 31, 1996
*Consolidating Statement of Cash Flows for the Year Ended S-23
December 31, 1996
*Consolidating Balance Sheet as of December 31, 1996 S-24
*Consolidating Statement of Retained Earnings for the Year S-26
Ended December 31, 1996

Statutory Subsidiary, accounted for as an equity investment, the
Accounts of which are not included in the foregoing Consolidating
Statements of Entergy Corporation and Subsidiaries:
The Arklahoma Corporation:
*Statements of Operations and Statements of Retained Earnings,
Years Ended November 30, 1996 and 1995 S-28
*Statements of Cash Flows, Years Ended
November 30, 1996 and 1995 S-29
*Balance Sheets, November 30, 1996 and 1995 S-30
*Notes to Financial Statements, November 30, 1996 and 1995 S-31

* Letter, dated April 24, 1997, regarding payment of nuclear
liability insurance premiums by Entergy System companies.

The following financial information indicated by an asterisk is
filed herewith. The balance of the financial information has
heretofore been filed with the Securities and Exchange Commission in
the file numbers indicated and is incorporated herein by reference.

<PAGE>

ENTERGY CORPORATION

Independent Accountants' Report and Notes to Consolidated
Financial Statements of Entergy Corporation (Reference is made to
information under the headings "Report of Independent Accountants" and
"Notes to Consolidated Financial Statements," contained in Entergy
Corporation's 1996 Financial Statements included in the Form 10-K for
the year ended December 31, 1996, in File No. 1-11299)

Financial Statement Schedules of Entergy Corporation (Referred to
in Item 14(a)2 to Form 10-K for the year ended December 31, 1996, in
File No. 1-11299 and included in such Form 10-K)

ENTERGY ARKANSAS

Independent Accountants' Report and Notes to Financial Statements
of Entergy Arkansas (Reference is made to information under the
headings "Report of Independent Accountants" and "Notes to Financial
Statements" contained in Entergy Arkansas' 1996 Financial Statements
included in the Form 10-K for the year ended December 31, 1996, in File
No. 1-10764)

Financial Statement Schedules of Entergy Arkansas (Referred to in
Item 14(a)2 to Form 10-K for the year ended December 31, 1996, in File
No. 1-10764 and included in such Form 10-K)

ENTERGY GULF STATES

Independent Accountants' Report and Notes to Financial Statements
of Entergy Gulf States (Reference is made to information under the
headings "Report of Independent Accountants" and "Notes to Financial
Statements" contained in Entergy Gulf States' 1996 Financial Statements
included in the Form 10-K for the year ended December 31, 1996, in File
No. 1-2703)

Financial Statement Schedules of Entergy Gulf States (Referred to
in Item 14(a)2 to Form 10-K for the year ended December 31, 1996, in
File No. 1-2703 and included in such Form 10-K)

ENTERGY LOUISIANA

Independent Accountants' Report and Notes to Financial Statements
of Entergy Louisiana (Reference is made to information under the
headings "Report of Independent Accountants" and "Notes to Financial
Statements" contained in Entergy Louisiana's 1996 Financial Statements
included in the Form 10-K for the year ended December 31, 1996, in File
No. 1-8474)

Financial Statement Schedules of Entergy Louisiana (Referred to in
Item 14(a)2 to Form 10-K for the year ended December 31, 1996, in File
No. 1-8474 and included in such Form 10-K)

ENTERGY MISSISSIPPI

Independent Accountants' Report and Notes to Financial Statements
of Entergy Mississippi (Reference is made to information under the
headings "Report of Independent Accountants" and "Notes to Financial
Statements," contained in Entergy Mississippi's 1996 Financial
Statements included in the Form 10-K for the year ended December 31,
1996, in File No. 0-320)

Financial Statement Schedules of Entergy Mississippi (Referred to
in Item 14(a)2 to Form 10-K for the year ended December 31, 1996, in
File No. 0-320 and included in such Form 10-K)

ENTERGY NEW ORLEANS

Independent Accountants' Report and Notes to Financial Statements
of Entergy New Orleans (Reference is made to information under the
headings "Report of Independent Accountants" and "Notes to Financial
Statements," contained in Entergy New Orleans' 1996 Financial
Statements included in the Form 10-K for the year ended December 31,
1996, in File No. 0-5807)

Financial Statement Schedules of Entergy New Orleans (Referred to
in Item 14(a)2 to Form 10-K for the year ended December 31, 1996, in
File No. 0-5807 and included in such Form 10-K)

SYSTEM ENERGY

Independent Accountants' Report and Notes to Financial Statements
of System Energy (Reference is made to information under the headings
"Report of Independent Accountants" and "Notes to Financial
Statements," contained in System Energy's 1996 Financial Statements
included in the Form 10-K for the year ended December 31, 1996, in File
No. 1-9067)

Financial Statement Schedules of System Energy (Referred to in
Item 14(a)2 to Form 10-K for the year ended December 31, 1996, in File
No. 1-9067 and included in such Form 10-K)

ENTERGY CORPORATION SYSTEM COMPANIES

A-1 Entergy Corporation's Annual Report on Form 10-K for the year
ended December 31, 1996 (Incorporated herein by reference from File No.
1-11299)

A-2 Entergy Arkansas' Annual Report on Form 10-K for the year ended
December 31, 1996 (Incorporated herein by reference from File No. 1-
10764)

A-3 Entergy Gulf States' Annual Report on Form 10-K for the year
ended December 31, 1996 (Incorporated herein by reference from File No.
1-2703)

A-4 Entergy Louisiana's Annual Report on Form 10-K for the year ended
December 31, 1996 (Incorporated herein by reference from File No. 1-
8474)

A-5 Entergy Mississippi's Annual Report on Form 10-K for the year
ended December 31, 1996 (Incorporated herein by reference from File No.
0-320)

A-6 Entergy New Orleans' Annual Report on Form 10-K for the year
ended December 31, 1996 (Incorporated herein by reference from File No.
0-5807)

A-7 System Energy's Annual Report on Form 10-K for the year ended
December 31, 1996 (Incorporated herein by reference from File No. 1-
9067)

ENTERGY CORPORATION

B-1(a) Certificate of Incorporation of Entergy Corporation as executed
December 31, 1993 (Filed as Exhibit A-1(a) to Rule 24 Certificate in
File No. 70-8059)

B-1(b) By-Laws of Entergy Corporation as executed August 25, 1992
(Filed as Exhibit A-2(a) to Rule 24 Certificate in File No. 70-8059)

ENTERGY ARKANSAS

B-2(a) Amended and Restated Articles of Incorporation of Entergy
Arkansas and amendments thereto through April 22, 1996 (Filed as
Exhibit 3(a) to Form 10-Q for the quarter ended March 31, 1996 in File
No. 1-10764)

B-2(b) By-Laws of Entergy Arkansas, as amended as of May 5, 1994 and
currently in effect (Filed as Exhibit 3(d) to Form 10-Q for the
quarterly period ended June 30, 1994 in File No. 1-10764)

ENTERGY ENTERPRISES

B-3(a) Articles of Incorporation of Enterprises (formerly Electec)
(Filed as Exhibit B-4(a) to Form U5S for the year ended December 31,
1983)

B-3(b) Amendment of Articles of Incorporation of Enterprises, as
executed July 27, 1992 (Filed as Exhibit A-5 to Form U-1 in File No. 70-
8002)

B-3(c) Amendment of Articles of Incorporation of Enterprises, as
executed September 16, 1992 (Filed as Exhibit A-4 to Form U-1 in File
No. 70-8002)

B-3(d) By-Laws of Enterprises, as amended as of July 17, 1990 and
currently in effect (Filed as Exhibit A-6(a) to Form U-1 in File No. 70-
7947)

ENTERGY LOUISIANA

B-4(a) Restated Articles of Incorporation of Entergy Louisiana and
amendments thereto through April 22, 1996 (Filed as Exhibit 3(c) to
Form 10-Q for the quarter ended March 31, 1996 in File No. 1-8474)

B-4(b) By-Laws of Entergy Louisiana, as amended as of January 23, 1984
and currently in effect (Filed as Exhibit A-4 to Form U-1 in File No.
70-6962)

ENTERGY MISSISSIPPI

*B-5(a) Restated Articles of Incorporation of Entergy Mississippi and
amendments thereto through January 28, 1997.

B-5(b) By-Laws of Entergy Mississippi, as amended as of April 5,
1995 and currently in effect (Filed as Exhibit 3(ii)f to Form 10-K for
the year ended December 31, 1995 in File No. 0-320)

ENTERGY NEW ORLEANS

B-6(a) Restated Articles of Incorporation of Entergy New Orleans and
amendments thereto through April 22, 1996 (Filed as Exhibit 3(e) to
Form 10-Q for the quarter ended March 31, 1996 in File No. 0-5807)

B-6(b) By-Laws of Entergy New Orleans, as amended as of May 5, 1994 and
currently in effect (Filed as Exhibit 3(g) to Form 10-Q for the quarter
ended June 30, 1994 in File No. 0-5807)

SYSTEM ENERGY

B-7(a) Amended and Restated Articles of Incorporation of System Energy
and amendments thereto through April 28, 1989 (Filed as Exhibit A-1(a)
to Form U-1 in File No. 70-5399)

B-7(b) By-Laws of System Energy, as executed May 4, 1989 and currently
in effect (Filed as Exhibit A-2(a) to Form U-1 in File No. 70-5399)

ENTERGY SERVICES

B-8(a) Certificate of Incorporation of Entergy Services, as executed
May 5, 1989 (Filed as Exhibit A-1 in File No. 37-63)

B-8(b) By-Laws of Entergy Services, as amended as of May 13, 1991 and
currently in effect (Filed as Exhibit B-8(b) to Form U5S for the year
ended December 31, 1994)

SYSTEM FUELS

B-9(a) Articles of Incorporation of System Fuels, as executed January
3, 1972 (Filed as Exhibit A-1 to Form U-1 in File No. 70-5015)

B-9(b) By-Laws of System Fuels, as amended as of December 1, 1985 and
currently in effect (Filed as an Exhibit to Form U5S for the year ended
December 31, 1982)

ENTERGY OPERATIONS

B-10(a) Restated Certificate of Incorporation of Entergy Operations,
effective June 8, 1990 (Filed as Exhibit A-1(b) to Rule 24 Certificate
in File No. 70-7679)

B-10(b) By-Laws of Entergy Operations, as amended as of June 6, 1990
and currently in effect (Filed as Exhibit A-2(b) to Rule 24 Certificate
in File No. 70-7679)

ENTERGY POWER

B-11(a) Restated Certificate of Incorporation of Entergy Power
effective August 17, 1990 (Filed as Exhibit A-1(b) to Rule 24
Certificate in File No. 70-7684)

B-11(b) By-Laws of Entergy Power, as amended as of October 28, 1993
and currently in effect (Filed as Exhibit B-11(b) to Form U5S for the
year ended December 31, 1994)

ENTERGY S.A.

B-12(a) Deed of Incorporation of Entergy S.A. (Filed as Exhibit B-
12(a) to Form U5S for the year ended December 31, 1992)

B-12(b) Deed of Entergy S.A. (Filed as Exhibit B-12(b) to Form U5S
for the year ended December 31, 1992)

ENTERGY POWER DEVELOPMENT CORPORATION

B-13(a) Certificate of Incorporation of Entergy Power Development
Corporation, as executed December 9, 1992 (Filed as Exhibit B-14(a) to
Form U5S for the year ended December 31, 1992)

B-13(b) By-Laws of Entergy Power Development Corporation, as amended
as of October 28, 1993 and currently in effect (Filed as Exhibit B-
14(b) to Form U5S for the year ended December 31, 1994)

ENTERGY GULF STATES

B-14(a) Restated Articles of Incorporation of Entergy Gulf States and
amendments thereto through April 22, 1996 (Filed as Exhibit 3(b) to
Form 10-Q for the quarter ended March 31, 1996 in File No. 1-2703)

B-14(b) By-Laws of Gulf States, as amended as of May 5, 1994 and
currently in effect (Filed as Exhibit 3(e) to Form 10-Q for the
quarterly period ended June 30, 1994 in File No. 1-2703)

VARIBUS

B-15(a) Charter (Articles of Association) and Amendments thereto of
Varibus Corporation, as executed March 23, 1970 (Filed as Exhibit B-
17(a) to Form U5B)

B-15(b) By-Laws of Varibus Corporation, as executed February 28, 1994
and currently in effect (Filed as Exhibit B-17(b) to Form U5B)

POG

B-16(a) Charter (Articles of Association) and Amendments thereto of
Prudential, Oil and Gas, Inc., as executed October 16, 1962 (Filed as
Exhibit B-18(a) to Form U5B)

B-16(b) By-Laws of Prudential, Oil and Gas, Inc., as executed
February 28, 1994 and currently in effect (Filed as Exhibit B-18(b) to
Form U5B)

GSG&T

B-17(a) Charter (Articles of Association) and Amendments thereto of
GSG&T, Inc., as executed May 15, 1987 (Filed as Exhibit B-19(a) to Form
U5B)

B-17(b) By-Laws of GSG&T, Inc., as executed February 28, 1994 and
currently in effect (Filed as Exhibit B-19(b) to Form U5B)

SOUTHERN GULF

B-18(a) Charter (Articles of Association) and Amendments thereto of
Southern Gulf Railway Company, as executed May 6, 1993 (Filed as
Exhibit B-20(a) to Form U5B)

B-18(b) By-Laws of Southern Gulf Railway Company, as executed
February 28, 1994 and currently in effect (Filed as Exhibit B-20(b) to
Form U5B)

ENTERGY POWER MARKETING CORPORATION

*B-19(a) Certificate of Incorporation of Entergy Power Marketing
Corporation, as executed May 17, 1995

*B-19(b) By-Laws of Entergy Power Marketing Corporation, as of May 17,
1995 and currently in effect

ENTERGY POWER OPERATIONS CORPORATION

*B-20(a) Certificate of Incorporation of Entergy Power Operations
Corporation, as executed April 17, 1995

*B-20(b) By-Laws of Entergy Power Operations Corporation, as of April
17, 1995 and currently in effect

ENTERGY POWER EDESUR HOLDINGS, LTD.

*B-21(a) Certificate of Incorporation of Entergy Power Edesur
Holdings, Ltd., as executed December 12, 1995

*B-21(b) By-Laws of Entergy Power Edesur Holdings, Ltd., as of
December 12, 1995 and currently in effect

ENTERGY TECHNOLOGY HOLDING COMPANY

*B-22(a) Certificate of Incorporation of Entergy Technology Holding
Company, as executed February 9, 1996

*B-22(b) By-Laws of Entergy Technology Holding Company, as of February
9, 1996 and currently in effect

ENTERGY POWER DEVELOPMENT INTERNATIONAL CORPORATION

*B-23(a) Certificate of Incorporation of Entergy Power Development
International Corporation, as executed December 7, 1995

*B-23(b) By-Laws of Entergy Power Development International
Corporation, as of December 7, 1995 and currently in effect

ENTERGY CORPORATION

C-1(a) See C-2 through C-8(k) below for instruments defining the rights
of holders of long-term debt of Entergy Arkansas, Entergy Gulf States,
Entergy Louisiana, Entergy Mississippi, Entergy New Orleans and System
Energy

C-1(b) Credit Agreement dated as of October 3, 1989, between System
Fuels and The Yasuda Trust and Banking Co., Ltd., New York Branch, as
agent (Filed as Exhibit B-1(c) to Rule 24 Certificate in File No. 70-
7668)

C-1(c) First Amendment, dated as of March 1, 1992, to Credit Agreement,
dated as of October 3, 1989, between System Fuels and The Yasuda Trust
and Banking Co., Ltd., New York Branch, as agent (Filed as Exhibit
4(a)5 to Form 10-K for the year ended December 31, 1991 in File No. 1-
3517).

C-1(d) Second Amendment, dated as of September 30, 1992, to Credit
Agreement, dated as of October 3, 1989, between System Fuels and The
Yasuda Trust and Banking Co., Ltd., New York Branch, as agent (Filed as
Exhibit 4(a)6 to Form 10-K for the year ended December 31, 1992 in File
No. 1-3517).

C-1(e) Security Agreement, dated as of October 3, 1989, as amended,
between System Fuels and The Yasuda Trust and Banking Co., Ltd., New
York Branch, as agent (Filed as Exhibit B-3(c) to Rule 24 Certificate,
dated October 6, 1989, in File No. 70-7668), as amended by First
Amendment to Security Agreement, dated as of March 14, 1990 (Filed as
Exhibit A to Rule 24 Certificate, dated March 7, 1990, in File No. 70-
7668)

C-1(f) Consent and Agreement, dated as of October 3, 1989, among System
Fuels, The Yasuda Trust and Banking Co., Ltd., New York Branch, as
agent, Entergy Arkansas, Entergy Louisiana, and System Energy (Filed as
Exhibit B-5(c) to Rule 24 Certificate, dated October 6, 1989, in File
No. 70-7668)

C-1(g) Guaranty of Entergy Corporation dated October 12, 1995 of
Entergy Enterprises' payment and performance under Guaranty of Entergy
Enterprises dated October 12, 1995, of amounts payable by EP Edegel,
Inc. to reimburse Union Bank of Switzerland for drawings on Letter of
Credit in amount of $10 million (filed as Exhibit C-1(l) to Form U5S
for the year ended December 31, 1995).

C-1(h) Guaranty and Guaranty Agreement, each dated as of November 27,
1995, by Entergy Corporaton to Union Bank Switzerland, as Agent, of
payment and performance of the Guaranty and Guaranty Agreement, by
Entergy Enterprises of amounts payable by EP Edegel, Inc. pursuant to
Union Bank of Switzerland Credit Agreement, each as amended by First
Amendment, dated as of March 12, 1996 between Entergy Corporation and
Union Bank of Switzerland (filed as Exhibit C-1(j) to Form U5S for the
year ended December 31, 1995).

C-1(i) Share Sale Agreement (Revised) of December 12, 1995, relating to
acquisition of CitiPower Limited, among State Electricity Commission of
Victoria, the State of Victoria, Entergy Victoria LDC, Entergy Victoria
Holding LDC and Entergy Corporation (filed as Exhibit C-1(o) to Form
U5S for the year ended December 31, 1995 pursuant to Rule 104.).

C-1(j) Multi-Option Syndicated Facility Agreement, dated as of January
5, 1996, among CitiPower Limited as Borrower, Commonwealth Bank of
Australia as Facility Agent, Bank of America N.T. & S.A. as Arranger,
and Commonwealth Bank of Australia as Security Trustee (filed as
Exhibit C-1(p) to Form U5S for the year ended December 31, 1995).

C-1(k) Undertaking Agreement, dated as of March 7, 1996, of Entergy
Corporation to Commonwealth Bank of Australia as Facility-Agent, of
CitiPower Limited's obligations up to maximum of $7,367,000 under the
Multi-Option Syndicated Facility Agreement (filed as Exhibit C-1(q) to
Form U5S for the year ended December 31, 1995).

C-1(l) Credit Agreement, dated as of September 13, 1996, among Entergy
Corporation, Entergy Technology Holding Company, the Banks (The Bank of
New York, Bank of America NT & SA, The Bank of Nova Scotia, Banque
Nationale de Paris (Houston Agency), The First National Bank of
Chicago, The Fuji Bank, Ltd., Societe Generale Southwest Agency, and
CIBC Inc.) and The Bank of New York, as Agent (the "Entergy-ETHC Credit
Agreement") (filed as Exhibit 4(a)12 to Form 10-K for the year ended
December 31, 1996).

C-1(m) Amendment No. 1, dated as of October 22, 1996 to Credit
Agreement Entergy-ETHC Credit Agreement (filed as Exhibit 4(a)13 to
Form 10-K for the year ended December 31, 1996).

C-1(n) Guaranty and Acknowledgment Agreement, dated as of October 3,
1996, by Entergy Corporation to The Bank of New York of certain
promissory notes issued by ETHC in connection with acquisition of 280
Equity Holdings, Ltd (filed as Exhibit 4(a)14 to Form 10-K for the year
ended December 31, 1996).

C-1(o) Amendment, dated as of November 21, 1996, to Guaranty and
Acknowledgment Agreement by Entergy Corporation to The Bank of New York
of certain promissory notes issued by ETHC in connection with
acquisition of 280 Equity Holdings, Ltd (filed as Exhibit 4(a)15 to
Form 10-K for the year ended December 31, 1996).

C-1(p) Guaranty and Acknowledgment Agreement, dated as of November 21,
1996, by Entergy Corporation to The Bank of New York of certain
promissory notes issued by ETHC in connection with acquisition of
Sentry (filed as Exhibit 4(a)16 to Form 10-K for the year ended
December 31, 1996).

C-1(q) Amended and Restated Credit Agreement, dated as of December 12,
1996, among Entergy, the Banks (Bank of America National Trust &
Savings Association, The Bank of New York, The Chase Manhattan Bank,
Citibank, N.A., Union Bank of Switzerland, ABN Amro Bank N.V., The Bank
of Nova Scotia, Canadian Imperial Bank of Commerce, Mellon Bank, N.A.,
First National Bank of Commerce and Whitney National Bank) and
Citibank, N.A., as Agent (filed as Exhibit 4(a)17 to Form 10-K for the
year ended December 31, 1996).

ENTERGY ARKANSAS

*C-2(a) Mortgage and Deed of Trust, as amended by fifty-four
Supplemental Indentures (Filed, respectively, as the exhibits and in
the file numbers indicated: 7(d) in 2-5463 (Mortgage); 7(b) in 2-7121
(First); 7(c) in 2-7605 (Second); 7(d) in 2-8100 (Third); 7(a)-4 in 2-
8482 (Fourth); 7(a)-5 in 2-9149 (Fifth); 4(a)-6 in 2-9789 (Sixth); 4(a)-
7 in 2-10261 (Seventh); 4(a)-8 in 2-11043 (Eighth); 2(b)-9 in 2-11468
(Ninth); 2(b)-10 in 2-15767 (Tenth); D in 70-3952 (Eleventh); D in 70-
4099 (Twelfth); 4(d) in 2-23185 (Thirteenth); 2(c) in 2-24414
(Fourteenth); 2(c) in 2-25913 (Fifteenth); 2(c) in 2-28869 (Sixteenth);
2(d) in 2-28869 (Seventeenth); 2(c) in 2-35107 (Eighteenth); 2(d) in 2-
36646 (Nineteenth); 2(c) in 2-39253 (Twentieth); 2(c) in 2-41080
(Twenty-first); C-1 to Rule 24 Certificate in 70-5151 (Twenty-second);
C-1 to Rule 24 Certificate in 70-5257 (Twenty-third); C to Rule 24
Certificate in 70-5343 (Twenty-fourth); C-1 to Rule 24 Certificate in
70-5404 (Twenty-fifth); C to Rule 24 Certificate in 70-5502 (Twenty-
sixth); C-1 to Rule 24 Certificate in 70-5556 (Twenty-seventh); C-1 to
Rule 24 Certificate in 70-5693 (Twenty-eighth); C-1 to Rule 24
Certificate in 70-6078 (Twenty-ninth); C-1 to Rule 24 Certificate in 70-
6174 (Thirtieth); C-1 to Rule 24 Certificate in 70-6246 (Thirty-first);
C-1 to Rule 24 Certificate in 70-6498 (Thirty-second); A-4b-2 to Rule
24 Certificate in 70-6326 (Thirty-third); C-1 to Rule 24 Certificate in
70-6607 (Thirty-fourth); C-1 to Rule 24 Certificate in 70-6650 (Thirty-
fifth); C-1 to Rule 24 Certificate, dated December 1, 1982, in 70-6774
(Thirty-sixth); C-1 to Rule 24 Certificate, dated February 17, 1983, in
70-6774 (Thirty-seventh); A-2(a) to Rule 24 Certificate, dated December
5, 1984, in 70-6858 (Thirty-eighth); A-3(a) to Rule 24 Certificate in
70-7127 (Thirty-ninth); A-7 to Rule 24 Certificate in 70-7068
(Fortieth); A-8(b) to Rule 24 Certificate, dated July 6, 1989, in 70-
7346 (Forty-first); A-8(c) to Rule 24 Certificate, dated February 1,
1990, in 70-7346 (Forty-second); 4 to Form 10-Q for the quarter ended
September 30, 1990, in 1-10764 (Forty-third); A-2(a) to Rule 24
Certificate, dated November 30, 1990, in 70-7802 (Forty-fourth); and A-
2(b) to Rule 24 Certificate, dated January 24, 1991, in 70-7802 (Forty-
fifth); and 4(d)(2) in 33-54298 (Forty-sixth) 4(c)(2) to Form 10-K for
the year ended December 31, 1992 in 1-10764 (Forty-seventh); 4(b) to
Form 10-Q for the quarter ended June 30, 1993 in 1-10764 (Forty-
eighth); 4(c) to Form 10-Q for the quarter ended June 30, 1993 in 1-
10764 (Forty-ninth); 4(b) to Form 10-Q for the quarter ended September
30, 1993 in 1-10764 (Fiftieth); 4(c) to Form 10-Q for the quarter ended
September 30, 1993 in 1-10764 (Fifty-first); 4(a) to Form 10-Q for the
quarter ended June 30, 1994 (Fifty-second); and C-2 to Form U5S for the
year ended December 31, 1995 (Fifty-third); and (Fifty-fourth)).

C-2(b) Indenture for Unsecured Subordinated Debt Securities relating
to Trust Securities between Entergy Arkansas and Bank of New York (as
Trustee), dated as of August 1, 1996 (filed as Exhibit A-1(a) to Rule
24 Certificate dated August 26, 1996 in File No. 70-8723).

C-2(c) Amended and Restated Trust Agreement of Entergy Arkansas
Capital I, dated as of August 14, 1996 (filed as Exhibit A-3(a) to Rule
24 Certificate dated August 26, 1996 in File No. 70-8723).

C-2(d) Guarantee Agreement between Entergy Arkansas (as Guarantor)
and The Bank of New York (as Trustee), dated as of August 14, 1996,
with respect to Entergy Arkansas Capital I's obligations on its 8 1/2%
Cumulative Quarterly Income Preferred Securities, Series A (filed as
Exhibit A-4(a) to Rule 24 Certificate dated August 26, 1996 in File No.
70-8723).

ENTERGY LOUISIANA

C-3(a) Mortgage and Deed of Trust, as amended by fifty-one Supplemental
Indentures (Filed, respectively, as the exhibits and in the file
numbers indicated: 7(d) in 2-5317 (Mortgage); 7(b) in 2-7408 (First);
7(c) in 2-8636 (Second); 4(b)-3 in 2-10412 (Third); 4(b)-4 in 2-12264
(Fourth); 2(b)-5 in 2-12936 (Fifth); D in 70-3862 (Sixth); 2(b)-7 in 2-
22340 (Seventh); 2(c) in 2-24429 (Eighth); 4(c)-9 in 2-25801 (Ninth);
4(c)-10 in 2-26911 (Tenth); 2(c) in 2-28123 (Eleventh); 2(c) in 2-34659
(Twelfth); C to Rule 24 Certificate in 70-4793 (Thirteenth); 2(b)-2 in
2-38378 (Fourteenth); 2(b)-2 in 2-39437 (Fifteenth); 2(b)-2 in 2-42523
(Sixteenth); C to Rule 24 Certificate in 70-5242 (Seventeenth); C to
Rule 24 Certificate in 70-5330 (Eighteenth); C-1 to Rule 24 Certificate
in 70-5449 (Nineteenth); C-1 to Rule 24 Certificate in 70-5550
(Twentieth); A-6(a) to Rule 24 Certificate in 70-5598 (Twenty-first); C-
1 to Rule 24 Certificate in 70-5711 (Twenty-second); C-1 to Rule 24
Certificate in 70-5919 (Twenty-third); C-1 to Rule 24 Certificate in 70-
6102 (Twenty-fourth); C-1 to Rule 24 Certificate in 70-6169 (Twenty-
fifth); C-1 to Rule 24 Certificate in 70-6278 (Twenty-sixth); C-1 to
Rule 24 Certificate in 70-6355 (Twenty-seventh); C-1 to Rule 24
Certificate in 70-6508 (Twenty-eighth); C-1 to Rule 24 Certificate in
70-6556 (Twenty-ninth); C-1 to Rule 24 Certificate in 70-6635
(Thirtieth); C-1 to Rule 24 Certificate in 70-6834 (Thirty-first); C-1
to Rule 24 Certificate in 70-6886 (Thirty-second); C-1 to Rule 24
Certificate in 70-6993 (Thirty-third); C-2 to Rule 24 Certificate in 70-
6993 (Thirty-fourth); C-3 to Rule 24 Certificate in 70-6993 (Thirty-
fifth); A-2(a) to Rule 24 Certificate in 70-7166 (Thirty-sixth); A-2(a)
to Rule 24 Certificate in 70-7226 (Thirty-seventh); C-1 to Rule 24
Certificate in 70-7270 (Thirty-eighth)); 4(a) to Quarterly Report on
Form 10-Q for the quarter ended June 30, 1988, in 1-8474 (Thirty-
ninth); A-2(b) to Rule 24 Certificate in 70-7553 (Fortieth); A-2(d) to
Rule 24 Certificate in 70-7553 (Forty-first); A-3(a) to Rule 24
Certificate, in 70-7822 (Forty-second); A-3(b) to Rule 24 Certificate
in 70-7822 (Forty-third); A-2(b) to Rule 24 Certificate in 70-7822
(Forty-fourth); and A-3(c) to Rule 24 Certificate in 70-7822 (Forty-
fifth); A-2(c) to Rule 24 Certificate dated April 7, 1993 in 70-7822
(Forty-sixth); A-3(d) to Rule 24 Certificate dated June 4, 1993 in 70-
7822 (Forth-seventh); A-3(e) to Rule 24 Certificate dated December 21,
1993 in 70-7822 (Forty-eighth); A-3(f) to Rule 24 Certificate dated
August 1, 1994 in 70-7822 (Forty-ninth); A-4(c) to Rule 24 Certificate
dated September 28, 1994 in 70-7653 (Fiftieth); and A-2(a) to Rule 24
Certificate dated April 4, 1996 (Fifty-first))

C-3(b) Facility Lease No. 1, dated as of September 1, 1989, between
First National Bank of Commerce, as Owner Trustee, and Entergy La.
(Filed as Exhibit 4(c)-1 in Registration No. 33-30660)

C-3(c) Facility Lease No. 2, dated as of September 1, 1989, between
First National Bank of Commerce, as Owner Trustee, and Entergy La.
(Filed as Exhibit 4(c)-2 in Registration No. 33-30660)

C-3(d) Facility Lease No. 3, dated as of September 1, 1989, between
First National Bank of Commerce, as Owner Trustee, and Entergy La.
(Filed as Exhibit 4(c)-3 in Registration No. 33-30660)

C-3(e) Indenture for Unsecured Subordinated Debt Securities relating
to Trust Securities, dated as of July 1, 1996 (filed as Exhibit A-14(a)
to Rule 24 Certificate dated July 25, 1996 in File No. 70-8487).

C-3(f) Amended and Restated Trust Agreement of Entergy Louisiana
Capital I dated July 16, 1996 of Series A Preferred Securities (filed
as Exhibit A-16(a) to Rule 24 Certificate dated July 25, 1996 in File
No. 70-8487).

C-3(g) Guarantee Agreement between Entergy Louisiana, Inc. (as
Guarantor) and The Bank of New York (as Trustee) dated as of July 16,
1996 with respect to Entergy Louisiana Capital I's obligation on its 9%
Cumulative Quarterly Income Preferred Securities, Series A (filed as
Exhibit A-19(a) to Rule 24 Certificate dated July 25, 1996 in File No.
70-8487).

ENTERGY MISSISSIPPI

C-4(a) Mortgage and Deed of Trust, as amended by twenty-five
Supplemental Indentures (Filed, respectively, as the exhibits and in
the file numbers indicated: 7(d) in 2-5437 (Mortgage); 7(b) in 2-7051
(First); 7(c) in 2-7763 (Second); 7(d) in 2-8484 (Third); 4(b)-4 in 2-
10059 (Fourth); 2(b)-5 in 2-13942 (Fifth); A-11 to Form U-1 in 70-4116
(Sixth); 2(b)-7 in 2-23084 (Seventh); 4(c)-9 in 2-24234 (Eighth); 2(b)-
9(a) in 2-25502 (Ninth); A-11(a) to Form U-1 in 70-4803 (Tenth); A-
12(a) to Form U-1 in 70-4892 (Eleventh); A-13(a) to Form U-1 in 70-5165
(Twelfth); A-14(a) to Form U-1 in 70-5286 (Thirteenth); A-15(a) to Form
U-1 in 70-5371 (Fourteenth); A-16(a) to Form U-1 in 70-5417
(Fifteenth); A-17 to Form U-1 in 70-5484 (Sixteenth); 2(a)-19 in 2-
54234 (Seventeenth); C-1 to Rule 24 Certificate in 70-6619
(Eighteenth); A-2(c) to Rule 24 Certificate in 70-6672 (Nineteenth); A-
2(d) to Rule 24 Certificate in 70-6672 (Twentieth); C-1(a) to Rule 24
Certificate in 70-6816 (Twenty-first); C-1(a) to Rule 24 Certificate in
70-7020 (Twenty-second); C-1(b) to Rule 24 Certificate in 70-7020
(Twenty-third); C-1(a) to Rule 24 Certificate in 70-7230 (Twenty-
fourth); and A-2(a) to Rule 24 Certificate in 70-7419 (Twenty-fifth))

C-4(b) Mortgage and Deed of Trust, dated as of February 1, 1988, as
amended by ten Supplemental Indentures (Filed, respectively, as the
exhibits and in the file numbers indicated: A-2(a)-2 to Rule 24
Certificate in 70-7461 (Mortgage); A-2(b)-2 to Rule 24 Certificate in
70-7461 (First); A-5(b) to Rule 24 Certificate in 70-7419 (Second); A-
4(b) to Rule 24 Certificate in 70-7554 (Third); and A-1(b)-1 to Rule 24
Certificate in 70-7737 (Fourth); A-2(b) to Rule 24 Certificate in
70-7914 (Fifth); A-2(e) to Rule 24 Certificate in 70-7914 (Sixth); A-
2(g) to Form U-1 in 70-7914 (Seventh); A-2(i) to Rule 24 Certificate in
70-7914 (Eighth); A-2(j) to Rule 24 Certificate dated July 22, 1994 in
70-7914 (ninth)); and A-2(l) to Rule 24 Certificate dated April 21,
1995 in File No. 70-7914 (Tenth)).

ENTERGY NEW ORLEANS

C-5(a) Mortgage and Deed of Trust, as amended by eleven Supplemental
Indentures (Filed, respectively, as the exhibits and in the file
numbers indicated: B-3 in 2-5411 (Mortgage); 7(b) in 2-7674 (First);
4(a)-2 in 2-10126 (Second); 4(b) in 2-12136 (Third); 2(b)-4 in 2-17959
(Fourth); 2(b)-5 in 2-19807 (Fifth); D to Rule 24 Certificate in 70-
4023 (Sixth); 2(c) in 2-24523 (Seventh); 4(c)-9 in 2-26031 (Eighth);
2(a)-3 in 2-50438 (Ninth); 2(a)-3 in 2-62575 (Tenth); and A-2(b) to
Rule 24 Certificate in 70-7262 (Eleventh)).

C-5(b) Mortgage and Deed of Trust, dated as of May 1, 1987, as amended
by six Supplemental Indentures (Filed, respectively, as the exhibits
and in the file numbers indicated: A-2(c) to Rule 24 Certificate in 70-
7350 (Mortgage); A-5(b) to Rule 24 Certificate in 70-7350 (First); A-
4(b) to Rule 24 Certificate in 70-7448 (Second); 4(f)4 to Form 10-K for
the year ended December 31, 1992 in 0-5807 (Third); 4(a) to Form 10-Q
for the quarter ended September 30, 1993 in 0-5807 (Fourth); 4(a) to
Form 8-K dated April 26, 1995 in File No. 0-5807 (Fifth); and 4(a) to
Form 8-K dated March 22, 1996 in File No. 0-5807 (Sixth)).

SYSTEM ENERGY

C-6(a) Mortgage and Deed of Trust, as amended by twenty-one
Supplemental Indentures (Filed, respectively, as the exhibits and in
the file numbers indicated: A-1 in 70-5890 (Mortgage); B and C to Rule
24 Certificate in 70-5890 (First); B to Rule 24 Certificate in 70-6259
(Second); 20(a)-5 to Form 10-Q for the quarter ended June 30, 1981, in
1-3517 (Third); A-1(e)-1 to Rule 24 Certificate in 70-6985 (Fourth); B
to Rule 24 Certificate in 70-7021 (Fifth); B to Rule 24 Certificate in
70-7021 (Sixth); A-3(b) to Rule 24 Certificate in 70-7026 (Seventh); A-
3(b) to Rule 24 Certificate in 70-7158 (Eighth); B to Rule 24
Certificate in 70-7123 (Ninth); B-1 to Rule 24 Certificate in 70-7272
(Tenth); B-2 to Rule 24 Certificate in 70-7272 (Eleventh); B-3 to Rule
24 Certificate in 70-7272 (Twelfth); B-1 to Rule 24 Certificate in 70-
7382 (Thirteenth); and B-2 to Rule 24 Certificate in 70-7382
(Fourteenth); A-2(c) to Rule 24 Certificate in 70-7946 (Fifteenth); A-
2(c) to Rule 24 Certificate in 70-7946 (Sixteenth); and A-2(d) to Rule
24 Certificate in 70-7946 (Seventeenth); A-2(e) to Rule 24 Certificate
in 70-7946 (Eighteenth); and A-2(g) to Rule 24 Certificate dated May 6,
1994 in 70-7946 (Nineteenth); A-2(a)(1) to Rule 24 Certificate dated
August 8, 1996 in File No. 70-8511 (Twentieth); and A-2(a)(2) to Rule
24 Certificate dated August 8, 1996 in File No. 70-8511 (Twenty-
first)).

C-6(b) Facility Lease No. 1, dated as of December 1, 1988, between
Meridian Trust Company and Stephen M. Carta, (Steven Kaba, Seccessor)
as Owner Trustees, and System Energy (Filed as Exhibit B-2(c)(1) to
Rule 24 Certificate, dated January 9, 1989, in File No. 70-7561), as
supplemented by Lease Supplement No. 1 dated as of April 1, 1989 (B-
22(b) (1) to Rule 24 Certificate dated April 21, 1989 in 70-7561) and
Lease Supplement No. 2 dated as of January 1, 1994 (B-3(d) to Rule 24
Certificate dated January 31, 1994 in 70-8215).

C-6(c) Facility Lease No. 2, dated as of December 1, 1988, between
Meridian Trust Company and Stephen M. Carta, as Owner Trustees, and
System Energy (Filed as Exhibit B-2(c)(2) to Rule 24 Certificate, dated
January 9, 1989, in File No. 70-7561), as supplemented by Lease
Supplement No. 1 dated as of April 1, 1989 (B-22(b) (2) to Rule 24
Certificate dated April 21, 1989 in 70-7561) and Lease Supplement No. 2
dated as of January 1, 1994 (B-4(d) Rule 24 Certificate dated January
31, 1994 in 70-8215).

C-6(d) Indenture (for Unsecured Debt Securities), dated as of September
1, 1995, between System Energy Resources, Inc., and Chemical Bank (B-
10(a) to Rule 24 Certificate in 70-8511).

ENTERGY GULF STATES

C-7(a) Indenture of Mortgage, as amended by certain Supplemental
Indentures (B-a-I-1 in Registration No. 2-2449 (Mortgage); 7-A-9 in
Registration No. 2-6893 (Seventh); B to Form 8-K dated September 1,
1959 (Eighteenth); B to Form 8-K dated February 1, 1966 (Twenty-
second); B to Form 8-K dated March 1, 1967 (Twenty-third); C to Form 8-
K dated March 1, 1968 (Twenty-fourth); B to Form 8-K dated November 1,
1968 (Twenty-fifth); B to Form 8-K dated April 1, 1969 (Twenty-sixth);
2-A-8 in Registration No. 2-66612 (Thirty-eighth); 4-2 to Form 10-K for
the year ended December 31, 1984 in 1-2703 (Forty-eighth); 4-2 to Form
10-K for the year ended December 31, 1988 in 1-2703 (Fifty-second); 4
to Form 10-K for the year ended December 31, 1991 in 1-2703 (Fifty-
third); 4 to Form 8-K dated July 29, 1992 in 1-2703 (Fifth-fourth); 4
to Form 10-K dated December 31, 1992 in 1-2703 (Fifty-fifth); 4 to Form
10-Q for the quarter ended March 31, 1993 in 1-2703 (Fifty-sixth); and
4-2 to Amendment No. 9 to Registration No. 2-76551 (Fifty-seventh))

C-7(b) Indenture, dated March 21, 1939, accepting resignation of The
Chase National Bank of the City of New York as trustee and appointing
Central Hanover Bank and Trust Company as successor trustee (Filed as
Exhibit B-a-1-6 in Registration No. 2-4076).

C-7(c) Trust Indenture for 9.72% Debentures due July 1, 1998 (Filed
as Exhibit 4 in Registration No. 33-40113).

C-7(d) Indenture for Unsecured Subordinated Debt Securities relating
to Trust Securities, dated as of January 15, 1997 (filed as Exhibit A-
11(a) to Rule 24 Certificate dated February 6, 1997 in File No. 70-
8721).

C-7(e) Amended and Restated Trust Agreement of Entergy Gulf States
Capital I dated January 28, 1997 of Series A Preferred Securities
(filed as Exhibit A-13(a) to Rule 24 Certificate dated February 6, 1997
in File No. 70-8721).

C-7(f) Guarantee Agreement between Entergy Gulf States, Inc. (as
Guarantor) and The Bank of New York (as Trustee) dated as of January
28, 1997 with respect to Entergy Gulf States Capital I's obligation on
its 8.75% Cumulative Quarterly Income Preferred Securities, Series A
(filed as Exhibit A-14(a) to Rule 24 Certificate dated February 6, 1997
in File No. 70-8721).

ENTERGY CORPORATION SYSTEM COMPANIES

D-1 Copy of the Middle South Utilities, Inc. and Subsidiary Companies
Intercompany Income Tax Allocation Agreement, dated April 28, 1988
(Filed as Exhibit D-1 to Form U5S for the year ended December 31,
1987).

D-2 Copy of First Amendment to the Middle South Utilities, Inc. and
Subsidiary Companies Intercompany Income Tax Allocation Agreement,
dated January 1, 1990 (Filed as Exhibit D-2 to Form U5S for the year
ended December 31, 1989)

D-3 Copy of Second Amendment to the Entergy Corporation and
Subsidiary Companies Intercompany Income Tax Allocation Agreement,
dated January 1, 1992 (Filed as Exhibit D-3 to Form U5S for the year
ended December 31, 1992)

D-4 Copy of Third Amendment to the Entergy Corporation and Subsidiary
Companies Intercompany Income Tax Allocation Agreement, dated January
1, 1994 (Filed as Exhibit D-3(a) to Form U5S for the year ended
December 31, 1993)

*D-5 Copy of Fourth Amendment to the Entergy Corporation and
Subsidiary Companies Intercompany Income Tax Allocation Agreement

*F Entergy Arkansas Preferred Stock Redeemed During 1996; Entergy
Arkansas Long-Term Debt, including First Mortgage Bonds, Retired During
1996; Entergy Gulf States Preferred Stock Redeemed During 1996; Entergy
Gulf States Long-Term Debt Retired During 1996; Entergy Louisiana
Preferred Stock Redeemed During 1996; Entergy Louisiana Long-Term Debt,
including First Mortgage Bonds, Retired During 1996; Entergy
Mississippi Preferred Stock Redeemed During 1996; Entergy Mississippi
Long-Term Debt, including First Mortgage Bonds, Retired During 1996;
Entergy New Orleans Preferred Stock Redeemed During 1996; Entergy New
Orleans General & Refunding Mortgage Bonds Retired During 1996; and
System Energy Long-Term Debt, including First Mortgage Bonds Retired
during 1996.

*G Financial Data Schedules for Entergy Corporation and
Subsidiaries, Entergy Arkansas, Inc., Entergy Louisiana, Inc., Entergy
Mississippi, Inc., Entergy New Orleans, Inc., System Energy Resources,
Inc., Entergy Corporation, Entergy Operations, Inc., Entergy Power,
Inc., Entergy Services, Inc., System Fuels, Inc., Entergy Enterprises,
Inc., Entergy Gulf States Corporation and Subsidiaries, Entergy Gulf
States, Inc., GSG&T, Inc., Southern Gulf Railway Company, Varibus
Corporation, Prudential Oil & Gas, Inc., and The Arklahoma Corporation.

H Copy of organization chart for Entergy Corporation and it's
subsidiaries showing the relationship of each EWG or foreign utility in
which the system holds an interest to other system companies, dated
December 31, 1996.

The following is a description of the organizational chart pursuant to
Rule 304 of Regulation S-T:

Entergy Corporation is the parent corporation.

Entergy Corporation's direct subsidiaries consist of Entergy Arkansas,
Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy New
Orleans, Inc., Entergy Mississippi, Inc., Entergy Operations, Inc.,
System Energy Resources, Inc., Entergy Services, Inc., Entergy Power,
Inc., Entergy Enterprises, Inc., Entergy Power Development Corporation,
Entergy S.A., Entergy Transener S.A.,Entergy Power Marketing Corp.,
Entergy Power Operations Corporation, Entergy Power Edesur Holding,
Ltd., Entergy Power International Corporation, Entergy Power
Development International Corporation, Entergy power Holding Company.

Entergy Gulf States, Inc.'s direct subsidiaries are Varibus
Corporation, Prudential Oil & Gas Inc., GSG & T Inc. and Southern Gulf
Railway Company.

Entergy Arkansas, Inc. owns 47.6% of The Arklahoma Corporation.

Entergy Arkansas, Inc., Entergy Louisiana, Inc., Entergy New Orleans,
Inc. and Entergy Mississippi, Inc. jointly own System Fuels, Inc.
Their amount of ownership is 35%, 33%, 19% and 13%, respectively.

Entergy Mississippi, Inc. owns Jackson Gas Light Company, Jackson Light
& Traction Company and Light Heat and Water Company of Jackson,
Mississippi, all of which are inactive.

Entergy Enterprises, Inc. owns Entergy Integrated Solutions, Inc.,
Entergy Operations Services, Inc., and Entergy Nuclear, Inc.

Entergy Power Development Corporation owns Entergy Power CBA Holding
Ltd., EP Edegel, Inc., Entergy Power Asia, Ltd., Entergy Richmond Power
Corporation, Entergy do Brasil LTDA, and Entergy Pakistan, Ltd. EP
Edegel, Inc. owns Entergy Peru S.A. which owns 34.7% of Generandes Peru
S.A. which owns 20.82% of Edegel S.A. Entergy Richmond power
Corporation owns 30% of Richmond Power Enterprises, L.P. Entergy
Pakistan, Ltd. owns Entergy Power Liberty, Ltd.

Entergy Power Edesur Holding, Ltd. holds a 10% interest in Distrilec,
S.A. Distrilec, S.A. holds a privatized 51% interest in Edesur S.A.
Through Distrilec, S.A. Entergy Power Edesur Holding, Ltd. holds an
indirect 5.1% interest in Edesur S.A.

Entergy Transener, S.A. holds a 15% interest in Citilec, a consortium.
Citilec holds a 65% interest in Transener, S.A. Through Citilec,
Entergy Transener, S.A. has a 9.75% indirect interest in Transener.

Entergy, S. A. holds a 6% interest in Central Costanera, S.A.

Entergy Technology Holding Company owns Entergy Technology Company,
Sentry Management Corporation, 280 Security Holdings, Inc. and 13% of
NSS National Security Service, Inc. Sentry Management Corporation
owns Sentry Alarms Systems of America, Inc., which owns Sonitrol
Southeast, Inc. 280 Security Holdings, Inc. owns 87% of NSS National
Security Services, Inc. NSS National Security Services, Inc. owns
Automatic Detection Systems, Inc., which owns Allied Alarms, Inc.

NOTE: Unless otherwise indicated all subsidiaries are wholly (100%)
owned. Neither Entergy Corporation nor any of its direct subsidiaries
owns any preferred or preference stock of any other direct or indirect
subsidiary of Entergy Corporation.

*I-1 Report of Independent Accountants, Financial Statements and Notes
to Financial Statements of Entergy S.A. for the year ended December 31,
1996 (Exhibit I-1 is being filed pursuant to Rule 104.).

*I-2 Report of Independent Accountants, Financial Statements and Notes
to Financial Statements of Entergy Power Development Corporation for
the year ended December 31, 1996 (Exhibit I-2 is being filed pursuant
to Rule 104.).

*I-3 Report of Independent Accountants, Financial Statements and Notes
to Financial Statements of Entergy Power Development International
Corporation for the year ended December 31, 1996 (Exhibit I-3 is being
filed pursuant to Rule 104.).

*I-4 Report of Independent Accountants, Financial Statements and Notes
to Financial Statements of Entergy Power Edesur Holding, Ltd. for the
year ended December 31, 1996 (Exhibit I-4 is being filed pursuant to
Rule 104.).

*I-5 Report of Independent Accountants, Financial Statements and Notes
to Financial Statements of Entergy Power Marketing Corporation for the
year ended December 31, 1996 (Exhibit I-5 is being filed pursuant to
Rule 104.).

*I-6 Report of Independent Accountants, Financial Statements and Notes
to Financial Statements of Entergy Power Operations Pakistan LDC for
the year ended December 31, 1996 (Exhibit I-6 is being filed pursuant
to Rule 104.).

*I-7 Report of Independent Accountants, Financial Statements and Notes
to Financial Statements of Entergy Transener S.A. for the year ended
December 31, 1996 (Exhibit I-7 is being filed pursuant to Rule 104.).

_______________________

* Exhibits indicated by an asterisk preceding the exhibit number are
filed herewith. The balance of the exhibits have heretofore been
filed with the Securities and Exchange Commission, respectively, as
the exhibits and in the file numbers indicated and are incorporated
herein by reference.

The Jackson Gas Light Company, Jackson Light and Traction Company and
The Light, Heat and Water Company of Jackson, Mississippi are inactive
companies and copies of exhibits are not included for this reason. No
exhibits pertaining to ARKCO are included. (See notes (4) and (5) to
Item 1 of this Form.)

<PAGE>
EXHIBIT F

ITEM 4. SUPPORTING SCHEDULES

Entergy Arkansas Preferred Stock Redeemed During 1996

Shares
Series Redeemed Consideration

8.84% Series 400,000 $10,624,000
9.92% Series 160,000 4,000,000
8.52% Series 50,000 5,000,000
$2.40 Series 2,000,000 50,000,000
--------- -----------
2,610,000 $69,624,000
========= ===========

Entergy Arkansas Long-Term Debt, including First Mortgage
Bonds, Retired During 1996*

Principal
Series Amount Consideration

5 3/4% Series Due 1996 $ 25,000,000 $ 25,000,000
6 1/4% Series Due 1996 200,000 200,000
9 3/4% Series Due 2000 1,600,000 1,621,120
10% Series Due 2020 58,352,000 58,352,000
10 3/8% Series Due 2020 23,818,000 23,818,000
8 3/4% Series Due 1998 3,800,000 3,815,980
Jefferson County Pollution
Control Revenue Bonds
10% Series Due 1986-2000 1,700,000 1,700,000
------------ ------------
$114,470,000 $114,507,100
============ ============

ITEM 4. SUPPORTING SCHEDULES (Continued)

Entergy Gulf States Preferred Stock Redeemed During 1996

Shares
Series Redeemed Consideration

9.75% Series 19,543 $1,954,300
8.80% Series 19,990 1,975,075
8.64% Series 28,000 2,800,000
Adjustable Rate Series A, 7.39% 12,000 1,200,000
Adjustable Rate Series B, 7.44% 22,500 2,250,000
------- -----------
102,033 $10,179,375
======= ===========

Entergy Gulf States Long-Term Debt Retired During 1996*

Principal
Series Amount Consideration

5% Series Due 1996 $ 20,000,000 $ 20,000,000
6.67% Series Due 1996 75,000,000 75,000,000
7.46% Series Due 1999 29,000,000 30,196,250
6.75% Series Due 2003 6,000,000 5,873,750
6.41% Series Due 2001 47,250,000 45,959,375
6.77% Series Due 2005 10,000,000 9,987,500
8.25% Series Due 2004 8,000,000 8,400,000
Iberville Parish Pollution
Control Revenue Bonds
7% Due 2006 400,000 400,000
Iberville Parish Pollution
Control Revenue Bonds
7% Due 2006 25,000 25,000
9.72% Debentures Due 1998 50,000,000 50,000,000
------------ ------------
$245,675,000 $245,841,875
============ ============

ITEM 4. SUPPORTING SCHEDULES (Continued)

Entergy Louisiana Preferred Stock Redeemed During 1996

Shares
Series Redeemed Consideration

8.56% Series 100,000 $10,314,000
12.64% Series 300,370 7,509,250
9.68% Series 2,000,000 50,000,585
--------- -----------
2,400,370 $67,823,835
========= ===========

Entergy Louisiana Long-Term Debt, including First Mortgage
Bonds, Retired During 1996*

Principal
Series Amount Consideration

5 3/4% Series Due 1996 $ 35,000,000 $35,000,000
10 1/8% Series Due 2020 95,000,000 95,000,000
Ouachita Parish Pollution
Control Revenue Bonds
6.4% Due 1988-2007 25,000 25,000
St. Charles Parish Pollution
Control Revenue Bonds
6.4% Due 1988-2007 50,000 50,000
St. Charles Parish Industrial
Development Bonds
6.4% Due 1988-2007 15,000 15,000
St. Charles Parish Pollution
Control Revenue Bonds
8% Due 1990-2007 45,000 45,000
Ouachita Parish Industrial
Development Revenue Bonds
8% Due 1990-2007 20,000 20,000
Ouachita Parish Industrial
Development Bonds
8% Due 1990-2007 15,000 15,000
Town of Homer Future Obligations
Due 1993-1997 25,400 25,400
Town of Lake Providence Future
Obligations Due 1994-2000 75,000 75,000
------------ ------------
$130,270,000 $130,270,000
============ ============

ITEM 4. SUPPORTING SCHEDULES (Continued)

Entergy Mississippi Preferred Stock Redeemed During 1996

Shares
Series Redeemed Consideration

12.00% Series 27,700 $ 2,876,200
9.76% Series 70,000 7,000,000
------ -----------
97,700 $ 9,876,200
====== ===========

Entergy Mississippi Long-Term Debt, including First Mortgage
Bonds, Retired During 1996*

Principal
Series Amount Consideration

5 1/8% Series Due 1996 $ 25,000,000 $25,000,000
6 3/8% Series Due 1996 10,000,000 10,000,000
11.18% Series Due 1996 26,000,000 26,000,000
Washington County Pollution
Control Revenue Bonds
7-1/2% Due 1991-2004 15,000 15,000
------------ -----------
$ 61,015,000 $61,015,000
============ ===========

ITEM 4. SUPPORTING SCHEDULES (Concluded)

Entergy New Orleans Long-Term Debt, including First Mortgage
Bonds, Retired During 1996*

Principal
Series Amount Consideration

5 5/8% Series Due 1996 $23,250,000 $ 23,250,000
General & Refunding Mortgage
Bonds 10.95% Series Due 1997 30,000,000 30,000,000
----------- ------------
$53,250,000 $ 53,250,000
=========== ============

System Energy Long Term Debt, including First Mortgage Bonds
Retired During 1996*

Principal
Series Amount Consideration

10.5 % Series Due 1996 $250,000,000 $250,000,000
11.375 % Series Due 2016 70,319,000 75,100,692
Claiborne County Pollution
Control Bonds Series E 9 1/2%
Due 2016 90,000,000 92,700,000
------------ ------------
$410,319,000 $417,800,692
============ ============

* All retirements of securities were made in reliance
on Rule 42 promulgated under the Holding Company Act.

<PAGE>
SIGNATURE

Each undersigned system company has duly caused this annual report
to be signed on its behalf by the undersigned thereunto duly
authorized pursuant to the requirements of the Public Utility
Holding Company Act of 1935. The signature of each undersigned
company shall be deemed to relate only to matters having reference
to such company or its subsidiaries.

ENTERGY CORPORATION
ENTERGY ARKANSAS, INC.
ENTERGY GULF STATES, INC.
ENTERGY LOUISIANA, INC.
ENTERGY MISSISSIPPI, INC.
ENTERGY NEW ORLEANS, INC.
SYSTEM ENERGY RESOURCES, INC.
ENTERGY OPERATIONS, INC.
ENTERGY SERVICES, INC.

By: /s/Louis E. Buck, Jr.
Louis E. Buck, Jr.
Vice President, Chief Accounting Officer

ENTERGY ENTERPRISES, INC.
SYSTEM FUELS, INC.
ENTERGY TECHNOLOGY HOLDING COMPANY
ENTERGY POWER OPERATIONS COMPANY
ENTERGY POWER DEVELOPMENT INTERNATIONAL CORP.
ENTERGY POWER, INC.
ENTERGY POWER MARKETING

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

ENTERGY S. A.
ENTERGY POWR DEVELOPMENT CORPORATION
ENTERGY POWER EDESUR HOLDING, LTD.
ENTERGY POWER OPERATIONS CORPORATION
ENTERGY TRANSENER S. A.

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

Dated: May 1, 1997

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Annual Report to
the Securities and Exchange Commission on Form U5S of Entergy
Corporation for the year ended December 31, 1996 filed pursuant to the
Public Utility Holding Company Act of 1935, of our reports on the
consolidated financial statements of Entergy Corporation and
Subsidiaries and on the financial statements of its subsidiaries
(Entergy Arkansas, Inc., formerly Arkansas Power & Light Company;
Entergy Gulf States, Inc., formerly Gulf States Utilities Company;
Entergy Louisiana, Inc., formerly Louisiana Power & Light Company;
Entergy Mississippi, Inc., formerly Mississippi Power & Light Company;
Entergy New Orleans, Inc., formerly New Orleans Public Service Inc.;
and System Energy Resources, Inc., collectively referred to as "the
Companies") dated February 13, 1997, which reports for Entergy
Corporation and Entergy Gulf States, Inc. include an emphasis paragraph
related to a rate-related contingency and an explanatory paragraph
related to a change in accounting for the impairment of long-lived
assets and long-lived assets to be disposed of, and which reports for
Entergy Corporation, Entergy Arkansas, Inc., and System Energy
Resources, Inc. include an explanatory paragraph related to a change in
accounting for incremental nuclear plant outage maintenance costs,
appearing in each of the Companies' Annual Reports on Form 10-K for the
year ended December 31, 1996.

/s/ Coopers & Lybrand L.L.P.

New Orleans, Louisiana
April 25, 1997

<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME (LOSS)
YEAR ENDED DECEMBER 31, 1996
(In Thousands)

INTERCOMPANY
ELIMINATIONS
AND ENTERGY ENTERGY ENTERGY
CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA

<S> <C> <C> <C> <C> <C>
Operating Revenues:
Electric $ 6,450,940 $ 1,032,652 $ 1,743,433 $ 1,925,988 $ 1,828,867
Natural gas 134,456 617 .... 34,050 ....
Steam products 59,143 1,038,829 .... 59,143 ....
Nonregulated and foreign energy-related businesses 518,987 (412,879) .... .... ....
Equity in earnings of subsidiaries .... 459,350 .... .... ....
------------------------------------------------------------------------
Total 7,163,526 2,118,569 1,743,433 2,019,181 1,828,867
------------------------------------------------------------------------
Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses 1,635,885 617 257,008 520,065 419,331
Purchased power 704,744 890,173 432,825 295,960 403,322
Nuclear refueling outages expenses 55,148 577,168 29,365 8,660 15,885
Other operation and maintenance 1,577,383 235,038 358,789 402,719 297,667
Depreciation and decommissioning 790,948 (33,113) 167,878 206,070 167,779
Taxes other than income taxes 353,270 (9,444) 37,688 102,170 72,329
Rate deferrals (33,874) 18,241 .... .... (10,767)
Amortization of rate deferrals 401,301 (18,241) 149,730 71,639 26,875
------------------------------------------------------------------------
Total 5,484,805 1,660,439 1,433,283 1,607,283 1,392,421
------------------------------------------------------------------------
Operating Income 1,678,721 458,130 310,150 411,898 436,446
------------------------------------------------------------------------
Other Income:
Allowance for equity funds used during
construction 9,951 1 3,886 2,618 862
Write-off of River Bend rate deferrals (194,498) .... .... (194,498) ....
Miscellaneous - net 137,583 (17,857) 32,591 69,841 2,933
------------------------------------------------------------------------
Total (46,964) (17,856) 36,477 (122,039) 3,795
------------------------------------------------------------------------
Interest and Other Charges:
Interest on long-term debt 674,532 (77,545) 98,531 181,071 122,604
Other interest - net 49,053 4,973 6,257 12,819 6,938
Distributions on preferred securities of subsidiary 4,797 .... 1,927 .... 2,870
Allowance for borrowed funds used during
construction (8,347) .... (2,330) (2,235) (1,493)
Preferred dividend requirements of subsidiaries 70,536 (70,536) .... .... ....
------------------------------------------------------------------------
Total 790,571 (143,108) 104,385 191,655 130,919
------------------------------------------------------------------------

Income Before Income Taxes 841,186 583,382 242,242 98,204 309,322

Income Taxes 421,159 28,004 84,444 102,091 118,560
------------------------------------------------------------------------

Income before the Cumulative Effect of
Accounting Changes 420,027 555,378 157,798 (3,887) 190,762
Cumulative Effect of Accounting Changes
(net of tax) .... .... .... .... ....
------------------------------------------------------------------------
Net Income (Loss) $ 420,027 $ 555,378 $ 157,798 $ (3,887) $ 190,762
========================================================================

Earnings per average common share before
cumulative effect of a change in accounting principle $1.83
Earnings per average common share $1.83
Dividends declared per common share $1.80
Average number of common shares outstanding 229,084,241

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY ENTERGY ENTERGY SYSTEM ENTERGY
MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS POWER SERVICES FUELS ENTERPRISES
(unaudited)

<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 958,430 $ 403,254 $ 623,620 $ .... $ .... $ .... $ .... $ .... $ ....
.... 101,023 .... .... .... .... .... .... ....
.... .... .... .... 598,546 .... 440,283 211,071 ....
.... .... .... .... .... 106,108 .... .... 63,522
.... .... .... 459,350 .... .... .... .... ....
- --------------------------------------------------------------------------------------------------------------------
958,430 504,277 623,620 459,350 598,546 106,108 440,283 211,071 63,522
- --------------------------------------------------------------------------------------------------------------------

207,116 129,059 43,761 .... .... 60,162 .... .... ....
272,812 176,450 .... .... .... 13,548 .... .... ....
.... .... 1,239 .... 577,167 .... .... .... ....
122,628 71,421 105,453 34,402 .... 15,961 403,381 211,780 101,240
40,313 20,007 128,474 .... 1,161 5,580 20,573 .... 5,059
43,389 27,388 27,654 828 17,693 1,085 13,602 932 ....
.... (4,866) .... .... .... .... .... .... ....
107,576 27,240 .... .... .... .... .... .... ....
- --------------------------------------------------------------------------------------------------------------------
793,834 446,699 306,581 35,230 596,021 96,336 437,556 212,712 106,299
- --------------------------------------------------------------------------------------------------------------------
164,596 57,578 317,039 424,120 2,525 9,772 2,727 (1,641) (42,777)
- --------------------------------------------------------------------------------------------------------------------

1,143 321 1,122 .... .... .... .... .... ....
.... .... .... .... .... .... .... .... ....
1,662 1,146 5,234 4,840 .... 1,091 388 7,253 (16,962)
- --------------------------------------------------------------------------------------------------------------------
2,805 1,467 6,356 4,840 .... 1,091 388 7,253 (16,962)
- --------------------------------------------------------------------------------------------------------------------

44,137 15,268 135,376 .... .... .... .... .... ....
3,870 1,036 8,344 10,491 919 119 3,233 1,237 3,910
.... .... .... .... .... .... .... .... ....

(923) (252) (1,114) .... .... .... .... .... ....
.... .... .... .... .... .... .... .... ....
- --------------------------------------------------------------------------------------------------------------------
47,084 16,052 142,606 10,491 919 119 3,233 1,237 3,910
- --------------------------------------------------------------------------------------------------------------------

120,317 42,993 180,789 418,469 1,606 10,744 (118) 4,375 (63,649)

41,106 16,217 82,121 (1,558) 1,606 4,694 (118) 4,375 (22,084)
- --------------------------------------------------------------------------------------------------------------------

79,211 26,776 98,668 420,027 .... 6,050 .... .... (41,565)

.... .... .... .... .... .... .... .... ....
- --------------------------------------------------------------------------------------------------------------------
$ 79,211 $ 26,776 $ 98,668 $ 420,027 $ .... $ 6,050 $ .... $ .... $ (41,565)
====================================================================================================================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1996
(In Thousands)

INTERCOMPANY
ELIMINATIONS
AND ENTERGY ENTERGY ENTERGY
OPERATING ACTIVITIES: CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA

<S> <C> <C> <C> <C> <C>
Net Income (Loss) $ 420,027 $ 554,097 $ 157,798 $ (3,887) $ 190,762
Noncash items included in net income
Write-off of River Bend rate deferrals 194,498 .... .... 194,498 ....
Change in rate deferrals/ excess capacity 423,036 (24,359) 139,701 72,597 19,860
Depreciation, amortization and decommissioning 790,948 4,037 167,878 206,070 167,779
Deferred income taxes and investment tax credits 76,920 (3,707) (46,026) 101,380 18,809
Allowance for equity funds used during construction (9,951) (1) (3,886) (2,618) (862)
Equity in earnings of subsidiaries .... (459,350) .... .... ....
Accrued pension liability .... 1,026 .... .... ....
Provisions for estimated losses 31,063 21,336 4,125 (1,885) 3,240
Changes in working capital: ....
Receivables (30,322) (50,289) (4,292) 3,691 (4,889)
Fuel inventory (17,220) 5,879 137 (12,868) ....
Accounts payable 4,011 26,698 (1,112) (26,706) 22,838
Taxes accrued (27,488) 13,625 14,035 (1,266) (11,222)
Interest accrued 7,176 (2,244) (2,615) (7,186) 5,047
Reserve for rate refund .... .... .... ....
Other working capital accounts (121,692) (50,023) (7,529) (139,124) (26,831)
Common stock dividends received .... 554,200 .... .... ....
Change in other regulatory assets (85,051) 32,790 .... (17,303) (6,385)
Change in decommissioning trust (52,204) .... (18,961) (5,922) (8,790)
Other (146,238) 57,327 (22,675) (37,116) (17,685)
--------------------------------------------------------------
Net cash flow provided (used) by operating activities 1,457,513 681,042 376,578 322,355 351,671
--------------------------------------------------------------

INVESTING ACTIVITIES:
Construction expenditures (571,890) 3,408 (145,529) (154,993) (103,187)
Allowance for equity funds used during construction 9,951 1 3,886 2,618 862
Nuclear fuel sales (expenditures) - net (123,929) 28,017 (26,084) (25,124) ....
Proceeds from sale/leaseback of nuclear fuel 109,980 (14,035) 25,451 26,523 ....
Acquisition of Citipower (1,156,112) 11 .... .... ....
Investment in nonregulated/nonutility properties (76,091) 1,251 .... .... ....
Proceeds from sale of Hub River stock 26,955 (26,955) .... .... ....
Proceeds from sale of Independence 2 39,398 (39,398) .... .... ....
Proceeds from sale of non-utility property .... .... .... .... ....
Other (32,619) (211,752) .... .... ....
--------------------------------------------------------------
Net cash flow used by investing activities (1,774,357) (259,452) (142,276) (150,976) (102,325)
--------------------------------------------------------------

FINANCING ACTIVITIES:
Proceeds from issuance of:
General and refunding mortgage bonds 39,608 .... .... .... ....
First mortgage bonds 431,906 .... 84,256 .... 113,994
Bank notes and other long-term debt 1,066,858 17,517 .... 780 ....
Common stock 118,087 20,563 .... .... ....
Preferred securities of subsidiaries' trusts 125,963 .... 58,168 .... 67,795
Retirement of:
First mortgage bonds (821,575) .... (112,807) (195,417) (130,000)
General and refunding mortgage bonds (56,000) .... .... .... ....
Other long-term debt (145,110) (31,324) (1,700) (50,425) (270)
Redemption of preferred stock (157,503) .... (69,624) (10,179) (67,824)
Dividends paid:
Common stock (405,346) (550,075) (142,800) .... (179,200)
Preferred stock .... (71,109) (17,736) (28,336) (19,072)
Change in advances from parent company .... .... .... .... ....
Changes in short-term borrowings (24,981) 74,795 .... .... (45,393)
Other .... 211,606 .... .... ....
--------------------------------------------------------------
Net cash flow provided (used) by financing activities 171,907 (328,027) (202,243) (283,577) (259,970)
--------------------------------------------------------------

Effect of exchange rates on cash and cash equivalents 50 (355) .... .... ....
--------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents (144,887) 93,208 32,059 (112,198) (10,624)
Cash and cash equivalents at beginning of year 533,590 15,161 11,798 234,604 34,370
--------------------------------------------------------------
Cash and cash equivalents at end of year $ 388,703 $ 108,369 $ 43,857 $ 122,406 $ 23,746
==============================================================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY ENTERGY ENTERGY SYSTEM ENTERGY
MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS POWER SERVICES FUELS ENTERPRISES
(unaudited)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 79,211 $ 26,776 $ 98,668 $ 420,027 $ .... $ 6,050 $ .... $ .... $ (41,565)

.... .... .... .... .... .... .... .... ....
130,602 35,917 .... .... .... .... .... .... ....
40,313 20,007 128,474 1,628 1,161 5,580 20,573 1,798 5,059
(32,887) (12,274) 48,975 8,499 20 (9,486) (1,051) (626) (5,268)
(1,143) (321) (1,122) .... .... .... .... .... ....
.... .... .... (459,350) .... .... .... .... ....
.... .... .... .... .... .... 1,026 .... ....
.... .... 46,919 .... .... .... .... .... ....

(4,123) 832 3,436 3,232 (7,831) 4,102 (47,387) (68,561) (13,446)
20 .... .... .... .... 1,370 .... (9,541) ....
88 (5,638) 560 9,919 (1,348) (5,455) 26,482 53,398 7,385
(2,157) (4,350) (4,825) .... .... (1,890) .... 6,969 ....
(925) 214 (2,548) .... .... .... .... .... ....

4,074 (5,216) (13,430) (1,170) (1,381) (350) 22,125 483 4,610
.... .... .... 554,200 .... .... .... .... ....
(28,573) .... .... .... .... .... .... .... ....
.... .... (18,531) .... .... .... .... .... ....
(2,534) (11,941) 281 (3,524) (758) 958 5,445 1,924 16,555
- ---------------------------------------------------------------------------------------------------------------
181,966 44,006 286,857 533,461 (10,137) 879 27,213 (14,156) (26,670)
- ---------------------------------------------------------------------------------------------------------------

(85,018) (27,956) (29,469) .... (232) (356) (21,742) .... ....
1,143 321 1,122 .... .... .... .... .... ....
.... .... (44,704) .... .... .... .... .... ....
.... .... 43,971 .... .... .... .... .... ....
.... .... .... .... .... .... .... .... ....
.... .... .... .... .... .... .... .... (2,273)
.... .... .... .... .... .... .... .... ....
.... .... .... .... .... .... .... .... ....
.... .... .... .... .... .... .... .... ....
.... .... .... (266,681) .... 37,800 .... .... (40,013)
- ---------------------------------------------------------------------------------------------------------------
(83,875) (27,635) (29,080) (266,681) (232) 37,444 (21,742) .... (42,286)
- ---------------------------------------------------------------------------------------------------------------

.... 39,608 .... .... .... .... .... .... ....
.... .... 233,656 .... .... .... .... .... ....
.... .... 133,933 .... .... .... .... ....
.... .... .... 118,087 .... .... .... .... ....
.... ....

(35,000) (23,250) (325,101) .... .... .... .... .... ....
(26,000) (30,000) .... .... .... .... .... .... ....
(15) .... (92,700) .... .... .... .... (31,418) ....
(9,876) .... .... .... .... .... .... .... ....

(79,900) (34,000) (112,500) (405,346) .... .... .... .... ....
(5,000) (965) .... .... .... .... .... .... ....
.... .... .... .... .... .... .... .... 28,000
50,253 .... (2,990) 20,000 9,128 .... 6,507 46,680 ....
.... .... .... .... .... (75,000) .... .... 14,123
- ---------------------------------------------------------------------------------------------------------------
(105,538) (48,607) (165,702) (267,259) 9,128 (75,000) 6,507 15,262 42,123
- ---------------------------------------------------------------------------------------------------------------

.... .... .... .... .... .... .... .... ....
- ---------------------------------------------------------------------------------------------------------------

(7,447) (32,236) 92,075 (479) (1,241) (36,677) 11,978 1,106 (26,833)
16,945 49,746 240 129,144 1,241 59,482 10,396 1,020 48,114
- ---------------------------------------------------------------------------------------------------------------
$ 9,498 $ 17,510 $ 92,315 $ 128,665 $ .... $ 22,805 $ 22,374 $ 2,126 $ 21,281
===============================================================================================================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1996
(In Thousands)

INTERCOMPANY
ELIMINATIONS
AND ENTERGY ENTERGY ENTERGY
ASSETS CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA
<S> <C> <C> <C> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $ 34,807 $ (12,202) $ 5,117 $ 6,573 $ 1,804
Temporary cash investments:
Associated companies .... 70,131 17,462 45,234 ....
Other 346,782 (207,241) 21,278 70,599 21,942
Special deposits 7,114 .... .... .... ....
----------------------------------------------------------------
Total cash and cash equivalents 388,703 (149,312) 43,857 122,406 23,746
Notes receivable
Accounts receivable:
Customer 333,876 (20,965) 73,470 89,880 75,252
Allowance for doubtful accounts (9,189) 1,367 (2,326) (1,997) (1,429)
Associated companies .... 108,836 45,303 2,777 11,606
Other 99,066 (51,490) 5,862 30,758 7,053
Accrued unbilled revenues 351,429 (40,988) 104,764 75,351 63,879
Bulk power receivable:
Associated companies .... 44,003 .... .... ....
Other .... 12,694 .... .... ....
Deferred fuel costs 122,184 2,956 .... 99,503 18,347
Accumulated deferred income taxes .... 56,714 .... 56,714 ....
Recoverable income taxes .... .... .... .... ....
Fuel inventory - at average cost and LIFO 139,603 (30,614) 57,319 45,009 ....
Materials and supplies - at average cost 339,622 (74,569) 72,976 86,157 78,449
Rate deferrals 444,543 (1) 153,141 105,456 5,749
Deferred excess capacity .... 9,005 9,005 .... ....
Prepayments and other 152,696 (47,104) 32,025 16,321 41,650
----------------------------------------------------------------
Total 2,362,533 (179,468) 595,396 728,335 324,302
----------------------------------------------------------------

Other Property and Investments:
Common stock of subsidiaries consolidated .... .... .... .... ....
Decommissioning trust funds 357,962 (62,224) 203,274 41,983 50,481
Investment in subsidiary companies - at equity 210 34,021 11,211 .... 14,230
Other 571,901 (498,037) 5,058 38,358 22,525
----------------------------------------------------------------
Total 930,073 (526,240) 219,543 80,341 87,236
----------------------------------------------------------------

Utility Plant:
Electric 22,811,164 (3,832,114) 4,578,728 7,112,021 4,997,456
Plant acquisition adjustment 455,425 (455,425) .... .... ....
Electric plant under leases 679,991 (679,991) .... .... ....
Property under capital leases - electric 147,277 215,974 57,869 72,800 232,582
Natural gas 168,143 .... .... 45,443 ....
Steam products 81,743 .... .... 81,743 ....
Construction work in progress 401,676 (67,416) 83,524 112,137 56,180
Nuclear fuel under capital leases 250,651 (83,558) 79,103 49,833 38,157
Nuclear fuel 112,625 .... 27,500 .... 34,191
----------------------------------------------------------------
Total 25,108,695 (4,953,464) 4,826,724 7,473,977 5,358,566
Less - Accumulated depreciation and amortization 8,885,572 (1,108,641) 1,976,204 2,846,083 1,881,847
----------------------------------------------------------------
Utility plant - net 16,223,123 (3,844,823) 2,850,520 4,627,894 3,476,719
----------------------------------------------------------------

Deferred Debits and Other Assets:
Rate deferrals 399,493 .... 75,249 120,158 ....
Accumulated deferred income taxes .... 2,164 .... .... ....
Deferred excess capacity .... .... .... .... ....
SFAS 109 regulatory asset - net 1,196,041 (264,757) 244,767 372,817 295,836
Long-term receivables 216,082 .... .... 216,082 ....
Unamortized loss on reaquired debt 217,664 (57,786) 56,664 54,761 37,552
CitiPower license (net of $15.4 million of amortization) 606,214 (606,214) .... .... ....
Other 815,071 (334,586) 111,678 231,060 57,633
----------------------------------------------------------------
Total 3,450,565 (1,261,179) 488,358 994,878 391,021
----------------------------------------------------------------
Total $ 22,966,294 $ (5,811,710) $4,153,817 $ 6,431,448 $ 4,279,278
================================================================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY ENTERGY ENTERGY SYSTEM ENTERGY
MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS POWER SERVICES FUELS ENTERPRISES
(unaudited)

<S> <C> <C> <C> <C> <C> <C> <C> <C>
2,384 $ 1,015 $ 26 $ 23 $ .... $ 2,256 $ 5,712 $ 2,126 $ 21,281

.... 7,435 41,600 57,986 .... .... .... .... ....
.... 9,060 50,689 70,656 .... 20,549 16,662 .... ....
7,114 .... .... .... .... .... .... .... ....
- ----------------------------------------------------------------------------------------------------------
9,498 17,510 92,315 128,665 .... 22,805 22,374 2,126 21,281

46,183 28,126 .... .... .... .... .... .... ....
(1,374) (696) .... .... .... .... .... .... ....
4,382 714 71,337 5,940 35,284 2,987 44,054 69,420 26,308
2,014 1,764 2,522 .... .... 6,208 125 1,850 2,931
49,383 17,064 .... .... .... .... .... .... ....

.... .... .... .... .... .... 44,003 .... ....
.... .... .... .... .... .... 12,694 .... ....
.... 7,290 .... .... .... .... .... .... ....
.... .... .... .... .... .... .... .... ....
.... .... .... .... .... .... .... .... ....
6,661 .... .... .... .... 2,424 .... 34,171 ....
17,567 9,904 66,302 .... .... 2,294 .... .... ....
142,504 37,692 .... .... .... .... .... .... ....
.... .... .... .... .... .... .... .... ....
7,434 7,157 28,934 20,767 643 .... 1,005 .... 275
- ----------------------------------------------------------------------------------------------------------
284,252 126,525 261,410 155,372 35,927 36,718 124,255 107,567 50,795
- ----------------------------------------------------------------------------------------------------------

.... .... .... 6,531,729 .... .... .... .... ....
.... .... 62,223 .... .... .... .... .... ....
5,531 3,259 .... .... .... .... .... .... ....
7,923 .... .... .... .... .... .... .... 103,701
- ----------------------------------------------------------------------------------------------------------
13,454 3,259 62,223 6,531,729 .... .... .... .... 103,701
- ----------------------------------------------------------------------------------------------------------

1,633,484 503,061 2,994,445 .... 11,254 182,153 154,300 24,424 ....
.... .... .... .... .... 600 .... .... ....
.... .... 447,409 .... .... .... .... .... ....
.... .... .... .... .... .... .... 14,886 ....
.... 122,700 .... .... .... .... .... .... ....
.... .... .... .... .... .... .... .... ....
47,373 18,247 41,362 .... 576 4,038 16,799 .... ....
.... .... 83,558 .... .... .... .... .... ....
.... .... .... .... .... .... .... 50,934 ....
- ----------------------------------------------------------------------------------------------------------
1,680,857 644,008 3,566,774 .... 11,830 186,791 171,099 90,244 ....
635,754 347,790 974,472 .... 7,025 86,330 89,253 23,599 ....
- ----------------------------------------------------------------------------------------------------------
1,045,103 296,218 2,592,302 .... 4,805 100,461 81,846 66,645 ....
- ----------------------------------------------------------------------------------------------------------

104,588 99,498 .... .... .... .... .... .... ....
.... .... .... .... 857 .... 2,164 .... 18,174
.... .... .... .... .... .... .... .... ....
11,813 6,051 264,758 .... .... .... .... .... ....
.... .... .... .... .... .... .... .... ....
9,254 1,647 57,785 .... .... .... .... .... ....
.... .... .... .... .... .... .... .... ....
53,002 16,798 222,815 74,891 1,870 358 10,314 110 12,364
- ----------------------------------------------------------------------------------------------------------
178,657 123,994 545,358 74,891 2,727 358 12,478 110 30,538
- ----------------------------------------------------------------------------------------------------------
1,521,466 $ 549,996 $3,461,293 $ 6,761,992 $ 43,459 $ 137,537 $ 218,579 $ 174,322 $ 185,034
==========================================================================================================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31,1996
(In Thousands)

INTERCOMPANY
ELIMINATIONS
AND ENTERGY ENTERGY ENTERGY
LIABILITIES AND SHAREHOLDERS' EQUITY CONSOLIDATED ADJUSTMENTS ARKANSAS GULF STATES LOUISIANA
<S> <C> <C> <C> <C> <C>
Current Liabilities:
Currently maturing long-term debt $ 345,620 $ .... $ 32,465 $ 160,865 $ 34,275
Notes payable:
Associated companies .... 113,279 .... .... 31,066
Other 20,686 (19) 667 .... ....
Accounts payable:
Associated companies .... 315,836 91,205 55,630 73,389
Other 554,558 (166,367) 97,589 85,541 89,550
Bulk power payable:
Associated companies .... 11,597 .... .... ....
Other .... 62,691 .... .... ....
Customer deposits 155,534 (3,860) 21,800 25,572 59,070
Taxes accrued 180,340 15,846 54,194 36,147 7,390
Accumulated deferred income taxes 78,010 56,714 70,506 .... ....
Interest accrued 203,425 (16,283) 27,625 49,651 49,249
Dividends declared 8,950 1 2,832 1,204 3,489
Deferred fuel cost .... 6,955 6,955 .... ....
Co-owner advances .... 33,873 33,873 .... ....
Obligations under capital leases 151,287 (3,093) 53,012 39,110 28,000
Other 184,157 (67,979) 15,135 29,336 4,940
--------------------------------------------------------------
Total 1,882,567 359,191 507,858 483,056 380,418
--------------------------------------------------------------

Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 3,770,760 21,326 785,994 1,200,935 831,093
Accumulated deferred investment tax credits 607,641 (299) 108,307 219,188 139,899
FERC Settlement - refund obligation .... 52,839 .... .... ....
Deferred revenue .... 1,089 .... .... ....
SFAS 109 regulatory liability - net .... .... .... .... ....
Obligations under capital leases 247,360 (13,815) 83,940 83,524 10,156
Other 1,298,306 (125,548) 113,998 573,440 131,474
--------------------------------------------------------------
Total 5,924,067 (64,408) 1,092,239 2,077,087 1,112,622
--------------------------------------------------------------

Long-term debt 7,590,804 (1,060,026) 1,255,388 1,915,346 1,373,233
Subsidiaries' preferred stock with sinking fund 216,986 .... 40,027 77,459 92,500
Subsidiary's preference stock 150,000 .... .... 150,000 ....
Company-obligated mandatorily redeemable
preferred securities of subsidiary trust holding
soley junior subordinated deferrable debentures 130,000 .... 60,000 .... 70,000
Notes payable to associated companies .... .... .... .... ....

Shareholders' Equity:
Subsidiaries' preferred stock without sinking fund 430,955 .... 116,350 136,444 100,500
Common stock, $.01par value, authorized
500,000,000 shares; issued and outstanding
230,017,485 shares 2,345 .... .... .... ....
Common stock of subsidiaries .... 2,225,925 470 114,055 1,088,900
Paid in capital 4,320,591 1,955,097 590,169 1,152,689 ....
Capital stock expense and other .... (2,802) .... .... (2,659)
Retained earnings 2,341,703 1,179,594 491,316 325,312 63,764
Cumulative foreign currency translation 21,725 .... .... .... ....
Less - treasury stock (1,496,118 shares in 1996) 45,449 .... .... .... ....
--------------------------------------------------------------
Total common shareholders' equity 7,071,870 5,357,814 1,198,305 1,728,500 1,250,505
--------------------------------------------------------------

Total $22,966,294 $ 4,592,571 $ 4,153,817 $ 6,431,448 $ 4,279,278
==============================================================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY ENTERGY ENTERGY SYSTEM ENTERGY
MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS POWER SERVICES FUELS ENTERPRISES
(unaudited)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 96,015 $ 12,000 $ 10,000 $ .... $ .... $ .... $ .... $ .... $ ....

50,253 .... .... .... 14,908 .... 17,052 56,438 ....
.... .... .... 20,000 .... .... .... .... 605

32,878 18,757 18,245 11,613 8,934 1,309 3,876 4,208 1,178
23,701 14,130 18,836 22 16,532 1,110 41,180 54,416 12,636

.... .... .... .... .... .... 11,597 .... ....
.... .... .... .... .... .... 62,691 .... ....
26,258 18,974 .... .... .... .... .... .... ....
26,482 1,204 67,823 .... .... 2,946 .... 5,487 ....
58,634 5,584 .... .... .... .... .... .... ....
20,909 5,325 34,195 188 .... .... .... .... ....
1,185 241 .... .... .... .... .... .... ....
.... .... .... .... .... .... .... .... ....
.... .... .... .... .... .... .... .... ....
72 .... 28,000 .... .... .... .... 2,984 107
1,808 20,745 2,306 15,638 610 173 25,487 852 14,967
- -----------------------------------------------------------------------------------------------------------
338,195 96,960 179,405 47,461 40,984 5,538 161,883 124,385 29,493
- -----------------------------------------------------------------------------------------------------------

249,522 72,895 624,020 .... .... 27,627 .... 3,555 ....
25,422 7,984 103,647 .... .... .... 2,895 298 ....
.... .... 52,839 .... .... .... .... .... ....
.... .... .... .... .... 1,089 .... .... 46,151
.... .... .... .... .... .... .... .... ....
367 .... 55,558 .... .... .... .... 11,902 83
19,078 40,379 165,517 73,616 1,475 .... 53,781 162 6,258
- -----------------------------------------------------------------------------------------------------------
294,389 121,258 1,001,581 73,616 1,475 28,716 56,676 15,917 52,492
- -----------------------------------------------------------------------------------------------------------

399,054 168,888 1,418,869 .... .... .... .... .... 4,601
7,000 .... .... .... .... .... .... .... ....
.... .... .... .... .... .... .... .... ....

.... .... .... .... .... .... .... .... ....
.... .... .... .... .... .... .... 34,000

57,881 19,780 .... .... .... .... .... .... ....

.... .... .... 2,345 .... .... .... .... ....
199,326 33,744 789,350 .... 5 55 20 20 207,400
.... 36,294 .... 4,320,591 995 174,950 .... .... ....
(143) .... .... .... .... .... .... .... ....
225,764 73,072 72,088 2,341,703 .... (71,722) .... .... (108,952)
.... .... .... 21,725 .... .... .... .... ....
.... .... .... 45,449 .... .... .... .... ....
- -----------------------------------------------------------------------------------------------------------
482,828 162,890 861,438 6,640,915 1,000 103,283 20 20 98,448
- -----------------------------------------------------------------------------------------------------------

$ 1,521,466 $ 549,996 $ 3,461,293 $ 6,761,992 $ 43,459 $ 137,537 $ 218,579 $ 174,322 $ 185,034
===========================================================================================================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENTS OF RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)

INTERCOMPANY
ELIMINATIONS
AND ENTERGY ENTERGY ENTERGY
RETAINED EARNINGS CONSOLIDATED ADJUSTMENTS ARKANSAS GULF LOUISIANA
STATES
<S> <C> <C> <C> <C> <C>
Retained Earnings, January 1, 1996 $ 2,335,579 $ 1,243,587 $ 492,386 $ 357,704 $ 72,150

Add:
Net Income (Loss) 420,027 554,097 157,798 (3,887) 190,762
Increase in Investment in subsidiary .... 42 42 .... ....
-----------------------------------------------------------------
Total 2,755,606 1,797,726 650,226 353,817 262,912
-----------------------------------------------------------------

Deduct:
Dividends declared on:
Preferred and preference stock .... 67,626 16,110 28,336 17,412
Common stock 412,250 550,075 142,800 .... 179,200
Capital stock and other expenses 1,653 2,743 .... .... 2,536
Preferred and preference stock redemption .... 169 .... 169 ....
Common stock retirements .... .... .... .... ....
-----------------------------------------------------------------
Total 413,903 620,613 158,910 28,505 199,148
-----------------------------------------------------------------
Retained Earnings, December 31, 1996 $ 2,341,703 $ 1,177,113 $ 491,316 $ 325,312 $ 63,764
=================================================================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY ENTERGY ENTERGY SYSTEM ENTERGY
MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS POWER SERVICES FUELS ENTERPRISES
(unaudited)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 231,463 $ 81,261 $ 85,920 $ 2,335,579 $ .... $ (77,772) $ .... $ .... $ (67,387)

79,211 26,776 98,668 420,027 .... 6,050 .... .... (41,565)
.... .... .... .... .... .... .... .... ....
- ----------------------------------------------------------------------------------------------------------------
310,674 108,037 184,588 2,755,606 .... (71,722) .... .... (108,952)
- ----------------------------------------------------------------------------------------------------------------

4,803 965 .... .... .... .... .... .... ....
79,900 34,000 112,500 412,250 .... .... .... .... ....
207 .... .... 1,653 .... .... .... .... ....
.... .... .... .... .... .... .... .... ....
.... .... .... .... .... .... .... .... ....
- ----------------------------------------------------------------------------------------------------------------
84,910 34,965 112,500 413,903 .... .... .... .... ....
- ----------------------------------------------------------------------------------------------------------------

$ 225,764 $ 73,072 $ 72,088 $ 2,341,703 $ .... $ (71,722) $ .... $ .... $ (108,952)
================================================================================================================

</TABLE>
ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME (LOSS)
YEAR ENDED DECEMBER 31, 1996
(In Thousands)

INTERCOMPANY
ELIMINATIONS
AND ENTERGY Southern
CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
Operating Revenues:
Electric $1,925,988 $3,716 $1,925,988 $3,716 $.... $.... $....
Natural gas 34,050 .... 34,050 .... .... .... ....
Steam products 59,143 .... 59,143 .... .... .... ....
---------- ------ ---------- ------ ----- ----- -----
Total 2,019,181 3,716 2,019,181 3,716 .... .... ....
---------- ------ ---------- ------ ----- ----- -----
Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses 520,065 .... 520,065 .... .... .... ....
Purchased power 295,960 .... 295,960 .... .... .... ....
Nuclear refueling outage expenses 8,660 .... 8,660 .... .... .... ....
Other operation and maintenance 402,719 3,716 406,397 38 .... .... ....
Depreciation and decommissioning 206,070 .... 204,556 1,514 .... .... ....
Taxes other than income taxes 102,170 .... 102,170 .... .... .... ....
Amortization of rate deferrals 71,639 .... 71,639 .... .... .... ....
---------- ------ ---------- ------ ----- ----- -----
Total 1,607,283 3,716 1,609,447 1,552 .... .... 0
---------- ------ ---------- ------ ----- ----- -----
Operating Income 411,898 .... 409,734 2,164 .... .... 0
---------- ------ ---------- ------ ----- ----- -----

Other Income:
Allowance for equity funds used during
construction 2,618 .... 2,618 .... .... .... ....
Write-off of River Bend rate deferrals (194,498) (194,498)
Miscellaneous - net 69,841 2,380 71,312 .... 49 717 143
---------- ------ ---------- ------ ----- ----- -----
Total (122,039) 2,380 (120,568) .... 49 717 143
---------- ------ ---------- ------ ----- ----- -----

Interest and Other Charges:
Interest on long-term debt 181,071 1,086 181,071 977 109 .... ....
Other interest - net 12,819 .... 12,819 .... .... .... ....
Allowance for borrowed funds used
during construction (2,235) .... (2,235) .... .... .... ....
---------- ------ ---------- ------ ----- ----- -----
Total 191,655 1,086 191,655 977 109 .... ....
---------- ------ ---------- ------ ----- ----- -----

Income Before Income Taxes 98,204 1,294 97,511 1,187 (60) 717 143

Income Taxes 102,091 .... 101,398 411 (21) 253 50
---------- ------ ---------- ------ ----- ----- -----

Net income (loss) (3,887) 1,294 (3,887) 776 (39) 464 93

Preferred and preference dividend
requirements 28,505 .... 28,505 .... .... .... ....

---------- ------ ---------- ------ ----- ----- -----
Earnings (loss) applicable to
common stock $ (32,392) $1,294 $ (32,392) $ 776 $ (39) $ 464 $ 93
========== ====== ========== ====== ===== ===== =====
</TABLE>

ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1996
(In Thousands)

<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
INTERCOMPANY
ELIMINATIONS
AND ENTERGY Southern
CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)

OPERATING ACTIVITIES:
Net Income (loss) $ (3,887) $1,295 $ (3,887) $ 777 $ (39) $ 464 $ 93
Noncash items included in
net income (loss)
Write-off of River Bend rate 194,498 .... 194,498 .... .... .... ....
deferrals
Change in rate deferrals 72,597 .... 72,597 .... .... .... ....
Depreciation and decommissioning 206,070 .... 204,556 1,514 .... .... ....
Deferred income taxes and
investment tax credits 101,380 .... 101,380 .... .... .... ....
Allowance for equity funds used
during construction (2,618) .... (2,618) .... .... .... ....
Changes in working capital:
Receivables 3,691 (228) 3,230 39 (21) 166 50
Fuel inventory (12,868) .... (12,868) .... .... .... ....
Accounts payable (26,706) 228 (26,814) .... 78 258 ....
Taxes accrued (1,266) .... (1,677) 411 .... .... ....
Interest accrued (7,186) 69 (7,186) (243) 312 .... ....
Other working capital accounts (139,124) (69) (139,206) .... .... 8 5
Change in decommissioning trust (5,922) .... (5,922) .... .... .... ....
Other (56,304) 2,170 (47,183) (1) (7,365) 415 ....
---------- ------ ---------- ------ ----- ----- -----
Net cash flow provided (used) by
operating activities 322,355 3,465 328,900 2,497 (7,035) 1,311 148
---------- ------ ---------- ------ ----- ----- -----

INVESTING ACTIVITIES:
Construction expenditures (154,993) .... (154,993) .... .... .... ....
Allowance for equity funds
used during construction 2,618 .... 2,618 .... .... .... ....
Nuclear fuel sales (expenditures) - net (25,124) .... (25,124) .... .... .... ....
Proceeds from sale/leaseback of
nuclear fuel 26,523 .... 26,523 .... .... .... ....
---------- ------ ---------- ------ ----- ----- -----
Net cash flow used by investing
activities (150,976) .... (150,976) .... .... .... ....
---------- ------ ---------- ------ ----- ----- -----

FINANCING ACTIVITIES:
Proceeds from issuance of
other long-term debt 780 6,000 780 .... 6,000 .... ....
Retirement of long-term debt (245,842) (2,535) (245,842) (2,535) .... .... ....
Redemption of preferred stock (10,179) .... (10,179) .... .... .... ....
Dividends paid:
Common stock .... .... .... .... .... .... ....
Preferred stock (28,336) .... (28,336) .... .... .... ....
---------- ------ ---------- ------ ----- -----

Net cash flow used by financing
activities (283,577) 3,465 (283,577) (2,535) 6,000 .... ....
---------- ------ ---------- ------ ----- ----- -----

Net increase (decrease) in cash and
cash equivalents (112,198) .... (112,584) (38) (1,035) 1,311 148

Cash and cash equivalents at
beginning of year 234,604 .... 217,568 74 1,953 12,061 2,948
---------- ------ ---------- ------ ----- ----- -----
Cash and cash equivalents at end of
year $ 122,406 $ .... $104,984 $ 36 $ 918 $13,372 $3,096
========== ====== ========== ====== ===== ===== =====

</TABLE>

ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31,1996
(In Thousands)

INTERCOMPANY
ELIMINATIONS
AND ENTERGY Southern
CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)

ASSETS

Current Assets:
Cash and cash equivalents:
Cash $ 6,573 $ .... $ 4,632 $ 36 $ 918 $ 971 $ 16
Temporary cash investments
Associated companies 45,234 .... 45,234 .... .... .... ....
Other 70,599 .... 55,118 .... .... 12,401 3,080
---------- ------ ---------- ------ ----- ----- -----
Total cash and cash
equivalents 122,406 .... 104,984 36 918 13,372 3,096

Notes receivable associated
companies .... 19,235 19,235 .... .... .... ....
Accounts receivable:
Customer 89,883 .... 89,566 .... .... 317 ....
Allowance for doubtful
accounts (2,000) .... (2,000) .... .... .... ....
Associated companies 2,777 6,100 6,256 1,882 42 .... 697
Other 30,758 .... 30,758 .... .... .... ....
Accrued unbilled revenues 75,351 .... 75,351 .... .... .... ....
Deferred fuel costs 99,503 .... 99,503 .... .... .... ....
Accumulated deferred income taxes 56,714 .... 46,763 .... 2 9,118 831
Fuel inventory 45,009 .... 45,009 .... .... .... ....
Materials and supplies - at
average cost 86,157 .... 86,157 .... .... .... ....
Rate deferrals 105,456 .... 105,456 .... .... .... ....
Prepayments and other 16,321 793 17,114 .... .... .... ....
---------- ------ ---------- ------ ----- ----- -----

Total 728,335 26,128 724,152 1,918 962 22,807 4,624
---------- ------ ---------- ------ ----- ----- -----

Other Property and Investments:
Nonutility subsidiary companies .... 35,909 35,909 .... .... .... ....
Decommissioning trust funds 41,983 .... 41,983 .... .... .... ....
Other 38,358 .... 26,648 5 9,724 1,981 ....
---------- ------ ---------- ------ ----- ----- -----

Total 80,341 35,909 104,540 5 9,724 1,981 ....
---------- ------ ---------- ------ ----- ----- -----

Utility Plant:
Electric $7,112,021 $ .... $7,048,103 $63,918 $ .... $ .... $ ....
Property under capital
leases - electric 72,800 .... 72,800 .... .... .... ....
Natural gas 45,443 .... 45,443 .... .... .... ....
Steam products 81,743 .... 81,743 .... .... .... ....
Construction work in progress 112,137 .... 112,137 .... .... .... ....
Nuclear fuel under capital leases 49,833 .... 49,833 .... .... .... ....
---------- ------ ---------- ------ ----- ----- -----
Total 7,473,977 .... 7,410,059 63,918 .... .... ....
Less - Accumulated depreciation
and amortization 2,846,083 .... 2,802,472 43,611 .... .... ....
---------- ------ ---------- ------ ----- ----- -----

Utility plant - net 4,627,894 .... 4,607,587 20,307 .... .... ....
---------- ------ ---------- ------ ----- ----- -----

Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 120,158 .... 120,158 .... .... .... ....
SFAS 109 regulatory asset - net 372,817 .... 372,817 .... .... .... ....
Unamortized loss on
reacquired debt 54,761 .... 54,761 .... .... .... ....
Other regulatory assets 45,139 .... 45,139 .... .... .... ....
Long-term receivables 216,082 .... 216,082 .... .... .... ....
Other 185,921 .... 185,921 .... .... .... ....
---------- ------- ---------- ------- ------- ------- ------

Total 994,878 .... 994,878 .... .... .... ....
---------- ------- ---------- ------- ------- ------- ------
Total $6,431,448 $62,037 $6,431,156 $22,231 $10,686 $24,788 $4,624
========== ======= ========== ======= ======= ======= ======

</TABLE>

ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31,1996
(In Thousands)

INTERCOMPANY
ELIMINATIONS
AND ENTERGY Southern
CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)

CAPITALIZATION AND LIABILITIES

Current Liabilities:
Currently maturing long-term debt $ 160,865 $ .... $ 160,865 $ .... $ .... $ .... $ ....
Notes payable associated companies .... 19,235 .... 8,985 10,250 .... ....
Accounts payable:
Associated companies 55,630 6,100 58,270 .... 38 3,422 ....
Other 85,541 .... 85,433 .... 60 .... 48
Customer deposits 25,572 .... 25,572 .... .... .... ....
Taxes accrued 36,147 .... 33,323 2,824 .... .... ....
Interest accrued 49,651 793 49,651 374 419 .... ....
Nuclear refueling reserve 12,354 .... 12,354 .... .... .... ....
Obligations under capital leases 39,110 .... 39,110 .... .... .... ....
Reserve for rate refund .... .... .... .... .... .... ....
Other 18,186 .... 18,186 .... .... .... ....
---------- ------- ---------- ------- ------- ------- ------
Total 483,056 26,128 482,764 12,183 10,767 3,422 48
---------- ------- ---------- ------- ------- ------- ------

Deferred Credits:
Accumulated deferred income taxes 1,200,935 .... 1,200,935 .... .... .... ....
Accumulated deferred investment
tax credits 219,188 .... 219,188 .... .... .... ....
Deferred River Bend finance charges 33,688 .... 33,688 .... .... .... ....
Obligations under capital leases 83,524 .... 83,524 .... .... .... ....
Other 539,752 .... 539,752 .... .... .... ....
---------- ------- ---------- ------- ------- ------- ------
Total 2,077,087 .... 2,077,087 .... .... .... ....
---------- ------- ---------- ------- ------- ------- ------

Capitalization:
Common stock, no par value, authorized
200,000,000 shares; issued
and outstanding
100 shares in 1996 and 1995 114,055 .... 114,055 .... .... .... ....
Common stock of subsidiaries .... 138 .... 25 1 100 12
Paid in capital 1,152,689 88,335 1,152,689 5,273 .... 40,466 42,596
Capital stock expense and other .... .... .... .... .... .... ....
Retained earnings 325,312 (52,564) 325,312 4,750 (82) (19,200) (38,032)
---------- ------- ---------- ------- ------- ------- ------
Total common shareholders' equity 1,592,056 35,909 1,592,056 10,048 (81) 21,366 4,576
Subsidiary's preference stock 150,000 .... 150,000 .... .... .... ....
Subsidiaries' preferred stock:
Without sinking fund 136,444 .... 136,444 .... .... .... ....
With sinking fund 77,459 .... 77,459 .... .... .... ....
Long-term debt 1,915,346 .... 1,915,346 .... .... .... ....
---------- ------- ---------- ------- ------- ------- ------
Total Capitalization 3,871,305 35,909 3,871,305 10,048 (81) 21,366 4,576
---------- ------- ---------- ------- ------- ------- ------
Total $6,431,448 $62,037 $6,431,156 $22,231 $10,686 $ 24,788 $ 4,624
========== ======= ========== ======= ======= ======== ========

</TABLE>

ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>

INTERCOMPANY
ELIMINATIONS
AND ENTERGY Southern
CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)

RETAINED EARNINGS
Retained Earnings, January 1, 1996 $357,704 $(53,859) $357,704 $3,973 $ (43) $(19,664) $(38,125)

Add:
Net Income (Loss) (3,887) 1,295 (3,887) 777 (39) 464 93
---------- ------- ---------- ------- ------- ------- --------
Total 353,817 (52,564) 353,817 4,750 (82) (19,200) (38,032)
---------- ------- ---------- ------- ------- ------- --------

Deduct:
Dividends declared on:
Preferred and preference stock 28,336 .... 28,336 .... .... .... ....
Common stock .... .... .... .... .... .... ....
Capital stock and other expenses 169 .... 169 .... .... .... ....
---------- -------- ---------- ------- ------- ------- --------
Total 28,505 .... 28,505 .... .... .... ....

---------- -------- ---------- ------- ------- ------- --------
Retained Earnings, December 31, 1996 $325,312 $(52,564) $325,312 $4,750 $ (82) $(19,200) $(38,032)
========== ======== ========== ======= ======= ======== =========

</TABLE>

<PAGE>

THE ARKLAHOMA CORPORATIONS
STATEMENT OF OPERATIONS AND RETAINED EARNINGS
YEARS ENDED NOVEMBER 30, 1996 AND 1995
(IN THOUSANDS)

1996 1995

Revenues - Interest income $9 $25
----- -----

Expenses - Administrative and general 7 6
- Other 1 1
----- -----
Total 8 7

Income before Federal
and state income taxes 1 18

Federal and state income taxes - 2
----- -----

Income before Cumulative Effect of a 1 16
Change in Accounting for Income Taxes

Cumulative Effect of a Change in
Accounting for Income Taxes - -
----- -----
Net Income 1 16
----- -----
Retained Earnings - beginning of year 305 579

Less: Dividends Declared - (290)

Retained Earnings - end of year $306 $305
===== ====

The accompanying notes to financial statements are an integral
part of these statements.

<PAGE>

THE ARKLAHOMA CORPORATION
STATEMENTS OF CASH FLOWS
YEARS ENDED NOVEMBER 30, 1996 and 1995
(IN THOUSANDS)

1996 1995
OPERATING ACTIVITIES:

Net Income $1 $16
Cumulative effect of a Change in
Accounting for Income Taxes - -
Changes in working capital:
Accounts receivable 67 (18)
Other current assets - -
Accounts payable 74 2
Dividends payable (290) 290
------ ------
Net cash flow provided
(used) by operating activities (148) 290
------ ------

FINANCING ACTIVITIES:

Cash dividends declared
on common stock - (290)
------ ------
Net increase (decrease) in cash
and cash equivalents (148) -

Cash and cash equivalents at
beginning of year 304 304
------ ------
Cash and cash equivalents at
end of year $156 $304
====== ======

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid (refunded) during the year
for income taxes $3 $1
====== ======

The accompanying notes to financial statements are an
integral part of these statements.

<PAGE>
THE ARKLAHOMA CORPORATION
BALANCE SHEETS
NOVEMBER 30, 1996 AND 1995
(IN THOUSANDS)

ASSETS
1996 1995
Utility Plant:
Electric plant in service - at cost $2,562 $2,562
Less - Accumulated depreciation 2,249 2,249
------ ------
Utility Plant - Net 313 313
------ ------

Current Assets:
Cash and cash equivalents 156 304
Accounts receivable - associated companies 29 96
------ ------
Total 185 400
------ ------
Total $498 $713
====== ======

CAPITALIZATION AND LIABILITIES

Capitalization:
Common stock, $100 par value, authorized
12,000 shares; issued and outstanding,
500 shares $50 $50
Retained earnings 306 305
------ ------
Total 356 355
------ ------

Current Liabilities:
Other accounts payable 82 8
Dividends payable - 290
------ ------

Total 82 298
------ ------
Deferred Credits:
Deferred Income Taxes (SFAS 109) 60 60
------ ------

Total $498 $713
====== ======

The accompanying notes to financial statements are an
integral part of these balance sheets.

<PAGE>

THE ARKLAHOMA CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 1996 AND 1995

1. OPERATIONS:

The Arklahoma Corporation's (the "Company") utility plant consists
principally of transmission facilities which are being leased to its
three stockholder companies from year to year. Pursuant to the terms
of the lease agreement, the lessees have agreed to pay all operating
costs, including maintenance, repairs, insurance and taxes assessed
upon the properties. Such amounts totaled approximately $637,000 and
$332,000 in fiscal years 1996 and 1995, respectively.

Under the terms of the current lease agreement, annual rentals have
been discontinued but can be reinstated upon the agreement of the
Company and the lessees.

During fiscal year 1996, OG&E sold 146 shares of Arklahoma common
stock to Entergy (AP&L), (68 shares) and SWEPCO, (78 shares)
respectively. As a result of the transaction, Entergy and SWEPCO own
238 shares (47.6%) each and OG&E owns 24 shares (4.8%).

2. CASH AND CASH EQUIVALENTS:

For purposes of these financial statements, the Company considers all
highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents. These investments are carried
at cost which approximates market.

3. UTILITY PLANT:

Through fiscal year 1980, depreciation was provided using a straight-
line rate based on the electric plant's estimated composite service
life of 33 years with a salvage value of 10%. The utility plant
became fully depreciated for financial reporting purposes in fiscal
year 1980, and no depreciation was provided in fiscal years 1981, 1982
or 1983. In 1984, the Company acquired additional property which was
depreciated over the remaining term of the lease. For income tax
reporting purposes, depreciation was calculated using a straight-line
rate with no estimated salvage value and an estimated useful life
extended to December 1988. All property was fully depreciated as of
December 31, 1988.

4. INCOME TAXES:

Income taxes are accounted for in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes." This statement requires the liability method of
accounting for income taxes. Under the liability method, the deferred
tax liability, or asset, is determined based on the difference between
the tax reporting and financial reporting bases of assets and
liabilities The effect on deferred taxes of a change in tax rates
will be recognized in income in the period of the enactment of the
rate change.

Deferred income taxes resulted from temporary differences in financial
versus tax bases of fixed assets. The net tax liability is reflected
as a deferred income tax liability in the accompanying balance sheets.

The Company has an Oklahoma state net operating loss carryforward
available to reduce future Oklahoma state income taxes payable. The
carryforward as of November 30, 1996, is approximately $17,000 for
book purposes and approximately $22,000 for tax return purposes, and
begins to expire in 2002.

The Company has an Arkansas state net operating loss carryforward
available to reduce future Arkansas state income taxes payable. The
carryforward as of November 30, 1996, is approximately $1,000 for book
and tax return purposes and begins to expire in 1997.

5. CONTINGENCY:

The Company and each of its three stockholder companies were party to
an action concerning an aircraft colliding into the Company's
transmission line. In 1996, the case was settled in the amount of
$30,000. The three stockholder companies were billed by the Company
for reimbursement. Management expects payment from the stockholder
companies in early 1997.

April 24, 1997

Division of Corporate Regulation
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE: Information Supplemental to Annual Report on
Form U5S for Entergy Corporation and Subsidiaries
("Form U5S") Relating to Participation in
Nuclear Electric Insurance Limited ("NEIL") and
Nuclear Mutual Limited ("NML")

Gentlemen:

As Chief Accounting Officer of Entergy Arkansas, Entergy
Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy
New Orleans and System Energy Resources, Inc.("System
Energy"), I hereby advise you, as information supplemental
to that set forth in the Form U5S for the year ended
December 31, 1996, that the attached schedules represent
premium payments made to NEIL and NML during 1996 and
premium distributions and credits received from NML and NEIL
during 1996.

Sincerely,

/s/ Louis E. Buck, Jr.

Louis E. Buck, Jr.
Chief Accounting Officer

LEB/AR
Attachments

Premiums Payments - 1996

Company Insurer Policy Period Date Pymt Made Amount
<S> <C> <C> <C> <C> <C> <C>
EAI NML (2) 4/1/96-97 3/29/96 1,912,815
NML (2) 4/1/95-96 5/28/96 683 Add'l Premium
NML (2) 4/1/95-96 2/2/96 (55,090) Rating Change

NEIL I (2) 9/15/96-97 9/13/96 807,282
NEIL I (2) 9/15/96-97 9/13/96 (99,516) Res Prem Adj
NEIL I - (1) 9/15/96-97 9/13/96 131,799
NEIL I - (1) 9/15/96-97 9/13/96 (19,001) Res Prem Adj

NEIL II (2) 11/15/96-97 11/14/96 3,372,566
NEIL II (2) 11/15/96-97 11/14/96 (220,124) Res Prem Adj

ELI NML (3) 4/1/96-97 3/29/96 1,399,026
NML (3) 4/1/95-96 2/2/96 (78,901) Rating Change

NEIL I (3) 9/15/96-97 9/13/96 548,249
NEIL I (3) 9/15/96-97 9/13/96 (73,177) Res Prem Adj
NEIL I - (1) 9/15/96-97 9/13/96 52,528
NEIL I - (1) 9/15/96-97 9/13/96 (8,732) Res Prem Adj

NEIL II (3) 11/15/96-97 11/14/96 2,969,983
NEIL II (3) 11/15/96-97 11/14/96 (220,251) Res Prem Adj

EMI NEIL I - (1) 9/15/96-97 9/13/96 148,990
NEIL I - (1) 9/15/96-97 9/13/96 (21,169) Res Prem Adj

ENOI NEIL I - (1) 9/15/96-97 9/13/96 81,180
NEIL I - (1) 9/15/96-97 9/13/96 (11,643) Res Prem Adj

SERI NML (1) 4/1/95-96 2/2/96 (76,682) Rating Change
NML (1) 4/1/96-97 3/29/96 1,545,494

NEIL II (1) 11/15/96-97 11/14/96 2,708,872
NEIL II (1) 11/15/96-97 11/14/96 (198,209) Res Prem Adj

EGS NEIL I (4) 9/15/96-97 9/13/96 292,761
NEIL I (4) 9/15/96-97 9/13/96 (33,082) Res Prem Adj

NEIL II (4) 11/15/96-97 11/15/96 2,015,714
NEIL II (5) 11/15/96-97 11/15/96 (232,099) Res Prem Adj

(1) Premiums paid in connection with Unit No. 1 of the Grand
Gulf Steam Electric Generating Station (nuclear)
(2) Premiums paid in connection with EAI's Nuclear One Generating Station.
(3) Premiums paid in connection with ELI's Waterford Steam Electric
Generating Station - Unit No. 3 (nuclear)
(4) 100% share to EGS - Cajun does not participate in this coverage
(5) 30% is due Cajun

</TABLE>

<PAGE>
Distributions - 1996

Company Insurer Date of Distri Amount

EAI NML 2/21/96 201,794
NML 4/24/96 22,412

NEIL II 2/21/96 894,621
NEIL II 4/24/96 141,004

NEIL I 2/21/96 1,712,343
NEIL I 4/24/96 269,259
NEIL I - GG 2/21/96 56,471
NEIL I - GG 4/24/96 8,896

ELI NML 2/21/96 329,830
NML 4/24/96 36,632

NEIL II 2/21/96 556,011
NEIL II 4/24/96 87,951

NEIL I 2/21/96 225,011
NEIL I 4/24/96 35,452
NEIL I - GG 2/21/96 36,157
NEIL I - GG 4/24/96 5,693

EMI NEIL I - GG 2/21/96 62,061
NEIL I - GG 4/24/96 9,777

ENOI NEIL I - GG 2/21/96 31,892
NEIL I - GG 4/24/96 5,025

SERI NML 2/21/96 1,887,300
NML 4/24/96 209,686

NEIL II 2/21/96 823,400
NEIL II 4/24/96 129,784

EGS NEIL II (a) 2/21/96 380,222
NEIL II (a) 4/24/96 60,052

NEIL I (b) 2/21/96 127,142
NEIL I (b) 4/24/96 20,026

(a) 100% to EGS, excludes Cajun's distribution

(b) 100% to EGS, Cajun does not share interest in this coverage

Exhibit B-5(a)

RESTATED ARTICLES OF INCORPORATION

MISSISSIPPI POWER & LIGHT COMPANY

Pursuant to the provisions of Section 64 of the Mississippi
Business Corporation Law (Section 79-3-127, Mississippi Code of
1972, as amended), the undersigned Corporation adopts the
following Restated Articles of Incorporation:

FIRST: The name of the Corporation is MISSISSIPPI POWER &
LIGHT COMPANY.

SECOND: The period of its duration is ninety-nine (99)
years.

THIRD: The purpose or purposes which the Corporation is
authorized to pursue are:

To acquire, buy, hold, own, sell, lease, exchange, dispose
of, finance, deal in, construct, build, equip, improve, use,
operate, maintain and work upon:

(a) Any and all kinds of plants and systems for the
manufacture, production, storage, utilization, purchase,
sale, supply, transmission, distribution or disposition of
electricity, natural or artificial gas, water or steam, or
power produced thereby, or of ice and refrigeration of any
and every kind;

(b) Any and all kinds of telephone, telegraph, radio,
wireless and other systems, facilities and devices for the
receipt and transmission of sounds and signals, any and all
kinds of interurban, city and street railways and railroads
and bus lines for the transportation of passengers and/or
freight, transmission lines, systems, appliances, equipment
and devices and tracks, stations, buildings and other
structures and facilities;

(c) Any and all kinds of works, power plants,
manufactories, structures, substations, systems, tracks,
machinery, generators, motors, lamps, poles, pipes, wires,
cables, conduits, apparatus, devices, equipment, supplies,
articles and merchandise of every kind pertaining to or in
anywise connected with the construction, operation or
maintenance of telephone, telegraph, radio, wireless and
other systems, facilities and devices for the receipt and
transmission of sounds and signals, or of interurban, city
and street railways and railroads and bus lines, or in
anywise connected with or pertaining to the manufacture,
production, purchase, use, sale, supply, transmission,
distribution, regulation, control or application of
electricity, natural or artificial gas, water, steam, ice,
refrigeration and power or any other purposes;

To acquire, buy, hold, own, sell, lease, exchange, dispose
of, transmit, distribute, deal in, use, manufacture, produce,
furnish and supply street and interurban railway and bus service,
electricity, natural or artificial gas, light, heat, ice,
refrigeration, water and steam in any form and for any purposes
whatsoever, and any power or force or energy in any form and for
any purposes whatsoever;

To buy, sell, manufacture, produce and generally deal in
milk, cream and any articles or substances used or usable in or
in connection with the manufacture and production of ice cream,
ices, beverages and soda fountain supplies; to buy, sell,
manufacture, produce and generally deal in ice cream and ices;

To acquire, organize, assemble, develop, build up and
operate constructing and operating and other organizations and
systems, and to hire, sell, lease, exchange, turn over, deliver
and dispose of such organizations and systems in whole or in part
and as going organizations and systems and otherwise, and to
enter into and perform contracts, agreements and undertakings of
any kind in connection with any or all the foregoing powers;

To do a general contracting business;

To purchase, acquire, develop, mine, explore, drill, hold,
own and dispose of lands, interests in and rights with respect to
lands and waters and fixed and movable property;

To borrow money and contract debts when necessary for the
transaction of the business of the Corporation or for the
exercise of its corporate rights, privileges or franchises or for
any other lawful purpose of its incorporation; to issue bonds,
promissory notes, bills of exchange, debentures and other
obligations and evidences of indebtedness payable at a specified
time or times or payable upon the happening of a specified event
or events, whether secured by mortgage, pledge or otherwise or
unsecured, for money borrowed or in payment for property
purchased or acquired or any other lawful objects;

To guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the
capital stock of, or any bonds, securities or evidences of
indebtedness created by, any other corporation or corporations of
the State of Mississippi or any other state or government and,
while the owner of such stock, to exercise all the rights, powers
and privileges of individual ownership with respect thereto
including the right to vote thereon, and to consent and otherwise
act with respect thereto;

To aid in any manner any corporation or association,
domestic or foreign, or any firm or individual, any shares of
stock in which or any bonds, debentures, notes, securities,
evidences of indebtedness, contracts or obligations of which are
held by or for the Corporation or in which or in the welfare of
which the Corporation shall have any interest, and to do any acts
designed to protect, preserve, improve or enhance the value of
any property at any time held or controlled by the Corporation,
or in which it may be at any time interested; and to organize or
promote or facilitate the organization of subsidiary companies;

To purchase, hold, sell and transfer shares of its own
capital stock, provided that the Corporation shall not purchase
its own shares of capital stock except from surplus of its assets
over its liabilities including capital; and provided, further,
that the shares of its own capital stock owned by the Corporation
shall not be voted upon directly or indirectly nor counted as
outstanding for the purposes of any stockholders' quorum or vote;

In any manner to acquire, enjoy, utilize and to dispose of
patents, copyrights and trade-marks and any licenses or other
rights or interests therein and thereunder:

To purchase, acquire, hold, own or dispose of franchises,
concessions, consents, privileges and licenses necessary for and
in its opinion useful or desirable for or in connection with the
foregoing powers;

To do all and everything necessary and proper for the
accomplishment of the objects enumerated in these Restated
Articles of Incorporation or any amendment thereof or necessary
or incidental to the protection and benefits of the Corporation,
and in general to carry on any lawful business necessary or not
incidental to the attainment of the objects of the Corporation
whether or not such business is similar in nature to the objects
set forth in these Restated Articles of Incorporation or any
amendment thereof.

To do any or all things herein set forth, to the same extent
and as fully as natural persons might or could do, and in any
part of the world, and as principal, agent, contractor or
otherwise, and either alone or in conjunction with any other
persons, firms, associations or corporations;

To conduct its business in all its branches in the State of
Mississippi, other states, the District of Columbia, the
territories and colonies of the United States, and any foreign
countries, and to have one or more offices out of the State of
Mississippi and to hold, purchase, mortgage and convey real and
personal property both within and without the State of
Mississippi; provided, however, that the Corporation shall not
exercise any of the powers set forth herein for the purpose of
engaging in business as a street railway, telegraph or telephone
company unless prior thereto this Article Third shall have been
amended to set forth a description of the line and the points it
will traverse.

FOURTH: The aggregate number of shares which the Corporation
shall have authority to issue is 17,004,478 shares, divided into
2,004,476 shares of Preferred Stock of the par value of $100 per
share and 15,000,000 shares of Common Stock without par value.

The preferences, limitations and relative rights in respect
of the shares of each class and the variations in the relative
rights and preferences as between series of any preferred or
special class in series are as follows:

The Preferred Stock shall be issuable in one or more series
from time to time and the shares of each series shall have the
same rank and be identical with each other and shall have the
same relative rights except with respect to the following:

(a) The number of shares to constitute each such series
and the distinctive designation thereof;

(b) The annual rate or rates of dividends payable on
shares of such series, the dates on which dividends shall be
paid in each year and the date from which such dividends
shall commence to accumulate;

(d) The sinking fund provisions, if any, for the
redemption or purchase of shares;

which different characterics of clauses (a), (b), (c) and (d)
above may be stated and expressed with respect to each series in
the resolution or resolutions providing for the issue of such
series adopted by the Board of Directors or in these Restated
Articles of Incorporation of any amendment thereof.

A series of 60,000 shares of Preferred Stock shall:

(a) be designated "4.36% Preferred Stock Cumulative,
$100 Par Value";

(b) have a dividend rate of $4.36 per share per annum
payable quarterly on February 1, May 1, August 1 and
November 1 of each year, the first dividend date to be
February 1, 1963, and such dividends to be cumulative from
the last date to which dividends upon the 4.36% Preferred
Stock Cumulative, $100 Par Value, of Mississippi Power &
Light Company, a Florida corporation, are paid;

(c) be subject to redemption in the manner provided
herein with respect to the Preferred Stock at the price of
$105.36 per share if redeemed on or before February 1, 1964,
and of $103.88 per share if redeemed after February 1, 1964,
in each case plus an amount equivalent to the accumulated
and unpaid dividends thereon, if any, to the date fixed for
redemption.

A series of 44,476 shares of the Preferred Stock shall:

(a) be designated "4.56% Preferred Stock, Cumulative,
$100 Par Value";

(b) have a dividend rate of $4.56 per share per annum
payable quarterly on February 1, May 1, August 1 and
November 1 of each year, the first dividend date to be
February 1, 1963, and such dividends to be cumulative from
the last date to which dividends upon the 4.56% Preferred
Stock, Cumulative, $100 Par Value, of Mississippi Power &
Light Company, a Florida corporation, are paid; and

(c) be subject to redemption in the manner provided
herein with respect to the Preferred Stock at the price of
$108.50 per share if redeemed on or before November 1, 1964,
and of $107.00 per share if redeemed after November 1, 1964,
in each case plus an amount equivalent to the accumulated
and unpaid dividends thereon, if any, to the date fixed for
redemption.

A series of 100,000 shares of the Preferred Stock shall:

(a) be designated "4.92% Preferred Stock, Cumulative,
$100 Par Value";

(b) have a dividend rate of $4.92 per share per annum
payable quarterly on February 1, May 1, August 1 and
November 1 of each year, the first dividend date to be
February 1, 1966, and such dividends to be cumulative from
the date of issue of said series; and

(c) be subject to redemption at the price of $106.30 per
share if redeemed on or before January 1, 1971, of $104.38
per share if redeemed after January 1, 1971 and on or before
January 1, 1976, and of $102.88 per share if redeemed after
January 1, 1976, in each case plus an amount equivalent to
the accumulated and unpaid dividends thereon, if any, to the
date fixed for redemption.

A series of 75,000 shares of the Preferred Stock shall:

(a) be designated "9.16% Preferred Stock, Cumulative,
$100 Par Value";

(b) have a dividend rate of $9.16 per share per annum
payable quarterly on February 1, May 1, August 1 and
November 1 of each year, the first dividend date to be
November 1, 1970, and such dividends to be cumulative from
the date of issue of said series; and

(c) be subject to redemption at the price of $110.93 per
share if redeemed on or before August 1, 1975, of $108.64
per share if redeemed after August 1, 1975 and on or before
August 1, 1980, of $106.35 per share if redeemed after
August 1, 1980 and on or before August 1, 1985, and of
$104.06 per share if redeemed after August 1, 1985, in each
case plus an amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date fixed for redemption;
provided, however, that no share of the 9.16% Preferred
Stock, Cumulative, $100 Par Value, shall be redeemed prior
to August 1, 1975 if such redemption is for the purpose or
in anticipation of refunding such share through the use,
directly or indirectly, of funds borrowed by the
Corporation, or through the use, directly or indirectly, of
funds derived through the issuance by the Corporation of
stock ranking prior to or on a parity with the 9.16%
Preferred Stock, Cumulative, $100 Par Value, as to dividends
or assets, if such borrowed funds have an effective interest
cost to the Corporation (computed in accordance with
generally accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed) of
less than the effective dividend cost to the Corporation of
the 9.16% Preferred Stock, Cumulative, $100 Per Value.

A series of 100,000 shares of the Preferred Stock shall:

(a) be designated "7.44% Preferred Stock, Cumulative,
$100 Par Value";

(b) have a dividend rate of $7.44 per share per annum
payable quarterly on February 1, May 1, August 1 and
November 1 of each year, the first dividend date to be May
1, 1973, and such dividends to be cumulative from February
14, 1973; and

(c) be subject to redemption at the price of $108.39 per
share if redeemed on or before February 1, 1978, of $106.53
per share if redeemed after February 1, 1978 and on or
before February 1, 1983, of $104.67 per share if redeemed
after February 1, 1983 and on or before February 1, 1988,
and of $102.81 per share if redeemed after February 1, 1988,
in each case plus an amount equivalent to the accumulated
and unpaid dividends thereon, if any, to the date fixed for
redemption; provided, however, that no share of the 7.44%
Preferred Stock, Cumulative, $100 Par Value, shall be
redeemed prior to February 1, 1978 if such redemption is for
the purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds borrowed
by the Corporation, or through the use, directly or
indirectly, of funds derived through the issuance by the
Corporation of stock ranking prior to or on a parity with
the 7.44% Preferred Stock, Cumulative, $100 Par Value, as to
dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed in
accordance with generally accepted financial practice) or
such stock has an effective dividend cost to the Corporation
(so computed) of less than the effective dividend cost to
the Corporation of the 7.44% Preferred Stock, Cumulative,
S100 Par Value.

A series of 200,000 shares of the Preferred Stock shall:

(a) be designated "17% Preferred Stock, Cumulative, $100
Par Value"

(b) have a dividend rate of $17.00 per share per annum
payable quarterly on February 1, May 1, August 1 and
November 1 of each year, the first dividend date to be
November 1, 1981, and such dividends to be cumulative from
the date of issuance;

(c) be subject to redemption at the price of $117.00 per
share if redeemed on or before September 1, 1986, of $112.75
per share if redeemed after September 1, 1986 and on or
before September 1, 1991, of $108.50 per share if redeemed
after September 1, 1991 and on or before September 1, 1996,
and of $104.25 per share if redeemed after September 1,
1996, in each case plus an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date fixed for redemption; provided, however, that no share
of the 17% Preferred Stock Cumulative, $100 Par Value, shall
be redeemed prior to September 1, 1986 if such redemption is
for the purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds borrowed
by the Corporation or through the use, directly or
indirectly, of funds derived through the issuance by the
Corporation of stock ranking prior to or on a parity with
the 17% Preferred Stock, Cumulative, $100 Par Value, as to
dividends or assets if such borrowed funds have an effective
interest cost to the Corporation (computed in accordance
with generally accepted financial practice) or such stock;
has an effective dividend cost to the Corporation (so
computed) of less than the effective dividend cost to the
Corporation of the 17% Preferred Stock, Cumulative, $100 Par
Value; and

(d) be subject to redemption as and for a sinking fund
as follows: On September 1, 1986 and on each September 1
thereafter (each such date being hereinafter referred to as
a "17% Sinking Fund Redemption Date"), for so long as any
shares of the 17% Preferred Stock, Cumulative, $100 Par
Value, shall remain outstanding, the Corporation shall
redeem, out of funds legally available therefor, 10,000
shares of the 17% Preferred Stock, Cumulative, $100 Par
value (or the number of shares then outstanding if less than
10,000) at the sinking fund redemption price of $100 per
share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends thereon,
if any, to the date of redemption (the obligation of the
Corporation so to redeem the shares of the 17% Preferred
Stock, Cumulative, $100 Par Value, being hereinafter
referred to as the "17% Sinking Fund Obligation"); the 17%
Sinking Fund Obligation shall be cumulative; if on any 17%
Sinking Fund Redemption Date, the Corporation shall not have
funds legally available therefor sufficient to redeem the
full number of shares required to be redeemed on that date,
the 17% Sinking Fund Obligation with respect to the shares
not redeemed shall carry forward to each successive 17%
Sinking Fund Redemption Date until such shares shall have
been redeemed; whenever on any 17% Sinking Fund Redemption
Date, the funds of the Corporation legally available for the
satisfaction of the 17% Sinking Fund Obligation and all
other sinking fund and similar obligations then existing
with respect to any other class or series of its stock
ranking on a parity as to dividends or assets with the 17%
Preferred Stock, Cumulative, $100 Par Value (such Obligation
and obligations collectively being hereinafter referred to
as the "Total Sinking Fund Obligation") are insufficient to
permit the Corporation to satisfy fully its Total Sinking
Fund Obligation on that date, the Corporation shall apply to
the satisfaction of its 17% Sinking Fund Obligation on that
date that proportion of such legally available funds which
is equal to the ratio of such 17% Sinking Fund Obligation to
such Total Sinking Fund Obligation; in addition to the 17%
Sinking Fund Obligation, the Corporation shall have the
option, which shall be noncumulative, to redeem, upon
authorization of the Board of Directors, on each 17% Sinking
Fund Redemption Date, at the aforesaid sinking fund
redemption price, up to 10,000 additional shares of the 17%
Preferred Stock, Cumulative, $100 Par Value; the Corporation
shall be entitled, at its election, to credit against its
17% Sinking Fund Obligation on any 17% Sinking Fund
Redemption Date any shares of the 17% Preferred Stock,
Cumulative, Stock Par Value (including shares of the 17%
Preferred Stock, Cumulative, $100 Par Value optionally
redeemed at the aforesaid sinking fund price) theretofore
redeemed (other than shares of the 17% Preferred Stock,
Cumulative, $100 Par Value redeemed pursuant to the 17%
Sinking Fund Obligation) purchased or otherwise acquired and
not previously credited against the 17% Sinking Fund
Obligation.

A series of 100,000 shares of the Preferred Stock shall:

(a) be designated "14-3/4% Preferred Stock, Cumulative,
$100 Par Value";

(b) have a dividend rate of $14.75 per share per annum
payable quarterly on February 1, May 1, August 1 and
November 1 of each year, the first dividend date to be May 1
1982, and such dividends to be cumulative from the date of
issuance;

(c) be subject to redemption at the price of $114.75 per
share if redeemed after the issuance and sale and on or
before March 1, 1983, $113.11 per share if redeemed after
March 1, 1983 and on or before March 1, 1984, $111.47 per
share if redeemed after March 1, 1984 and on or before March
1, 1985, $109.83 per share if redeemed after March 1, 1985
and on or before March 1, 1986, $108.19 per share if
redeemed after March 1, 1986 and on or before March 1, 1987,
$106.56 per share if redeemed after March 1, 1987 and on or
before March 1, 1988, $104.92 per share if redeemed after
March 1, 1988 and on or before March 1, 1989, $103.28 per
share if redeemed after March 1, 1989 and on or before March
1, l990, $101.64 per share if redeemed after March 1, 1990
and on or before March 1, 1991, and $100.00 per share if
redeemed after March 1, 1991, in each case plus an amount
equivalent to the accumulated and unpaid dividends thereon,
if any, to the date fixed for redemption; provided, however,
that no share of the 14-3/4% Preferred Stock, Cumulative,
$100 Par Value, shall be redeemed prior to March 1, 1987 if
such redemption is for the purpose or in anticipation of
refunding such share through the use, directly or
indirectly, of funds borrowed by the Corporation, or through
the use, directly or indirectly, of funds derived through
the issuance by the Corporation of stock ranking prior to or
on a parity with the 14-3/4% Preferred Stock, Cumulative,
$100 Par Value, as to dividends or assets, if such borrowed
funds have an effective interest cost to the Corporation
(computed in accordance with generally accepted financial
practice) or such stock has an effective dividend cost to
the Corporation (so computed) of less than the effective
dividend cost to the Corporation of the 14-3/4% Preferred
Stock, Cumulative, $100 Par Value; and

(d) be subject to redemption as and for a sinking fund
as follows. On March 1, 1990, 1991 and 1992 (each such date
being hereinafter referred to as a "14-3/4% Sinking Fund
Redemption Date"), the Corporation shall redeem, out of
funds legally available therefor, 33,333, 33,333 and 33,334
shares, respectively, of the 14-3/4% Preferred Stock,
Cumulative, $100 Par Value, at the sinking fund redemption
price of $100 per share plus, as to each share so redeemed,
an amount equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the obligation
of the Corporation so to redeem the shares of the 14-3/4%
Preferred Stock, Cumulative, $100 Par Value, being
hereinafter referred to as the "14-3/4% Sinking Fund
Obligation"); the 14-3/4% Sinking Fund Obligation shall be
cumulative; if on any 14-3/4% Sinking Fund Redemption Date,
the Corporation shall not have funds legally available
therefor sufficient to redeem the full number of shares
required to be redeemed on that date, the 14-3/4% Sinking
Fund Obligation with respect to the shares not redeemed
shall carry forward to each successive 14-3/4% Sinking Fund
Redemption Date (or, in the event the 14-3/4% Sinking Fund
Obligation is not satisfied on March 1, 1992, to such date
as soon thereafter as funds are legally available to satisfy
the 14-3/4% Sinking Fund Obligation) until such shares shall
have been redeemed; whenever on any 14-3/4% Sinking Fund
Redemption Date, the funds of the Corporation legally
available for the satisfaction of the 14-3/4% Sinking Fund
Obligation and all other sinking fund and similar
obligations then existing with respect to any other class or
series of its stock ranking on a parity as to dividends or
assets with the 14-3/4% Preferred Stock, Cumulative, $100
Par Value (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation to
satisfy fully its Total Sinking Fund Obligation on that
date, the Corporation shall apply to the satisfaction of its
14-3/4% Sinking Fund Obligation on that date that proportion
of such legally available funds which is equal to the ratio
of such 14-3/4% Sinking Fund Obligation to such Total
Sinking Fund Obligation.

A series of 100,000 shares of the Preferred Stock shall:

(a) be designated "12.00% Preferred Stock, Cumulative,
$100 Par Value";

(b) have a dividend rate of $12.00 per share per annum
payable quarterly on February 1, May 1, August 1 and
November l of each year, the first dividend date to be May
1, 1983, and such dividends to be cumulative from the date
of issuance;

(c) be subject to redemption at the price of $112.00 per
share if redeemed on or before March 1, 1988, of $109.00 per
share if redeemed after March 1, 1988 and on or before March
1, 1993, of $106.00 per share if redeemed after March 1,
1993 and on or before March 1, 1998, and of $103.00 per
share if redeemed after March 1, 1998, in each case plus an
amount equivalent to the accumulated and unpaid dividends
thereon, if any, to the date fixed for redemption; provided,
however, that no share of the 12.00% Preferred Stock,
Cumulative, $100 Par Value, shall be redeemed prior to March
1, 1988 if such redemption is for the purpose or in anticipa
tion of refunding such share through the use, directly or
indirectly, of funds borrowed by the Corporation, or through
the use, directly or indirectly, of funds derived through
the issuance by the Corporation of stock ranking prior to or
on a parity with the 12.00% Preferred Stock, Cumulative,
$100 Par Value, as to dividends or assets, if such borrowed
funds have an effective interest cost to the Corporation
(computed in accordance with generally accepted financial
practice) or such stock has an effective dividend cost to
the Corporation (so computed) of less than 12.7497% to per
annum; and

(d) be subject to redemption as and for a sinking fund
as follows: on March 1, 1888 and on each March 1 thereafter
(each such date being hereinafter referred to as a "12.00%
Sinking Fund Redemption Date"), for so long as any shares of
the 12.00% Preferred Stock, Cumulative, $100 Par Value,
shall remain outstanding, the Corporation shall redeem, out
of funds legally available therefor, 5,000 shares of the
12.00% Preferred Stock, Cumulative, $100 Par Value (or the
number of shares then outstanding if less than 5,000) at the
sinking fund redemption price of $100 per share plus, as to
each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date of redemption (the obligation of the Corporation so to
redeem the shares of the 12.00% Preferred Stock, Cumulative,
$100 Par Value, being hereinafter referred to as the "12.00%
Sinking Fund Obligation"); the 12.00% Sinking Fund
Obligation shall be cumulative; if on any 12.00% Sinking
Fund Redemption Date, the Corporation shall not have funds
legally available therefor sufficient to redeem the full
number of shares required to be redeemed on that date, the
12.00% Sinking Fund Obligation with respect to the shares
not redeemed shall carry forward to each successive 12.00%
Sinking Fund Redemption Date until such shares shall have
been redeemed; whenever on any 12.00% Sinking Fund
Redemption Date, the funds of the Corporation legally
available for the satisfaction of the 12.00% Sinking Fund
Obligation and all other sinking fund and similar
obligations then existing with respect to any other class or
series of its stock ranking on a parity as to dividends or
assets with the 12.00% Preferred Stock Cumulative, $100 Par
Value (such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation to
satisfy fully its Total Sinking Fund Obligation on that
date, the Corporation shall apply to the satisfaction of its
12.00% Sinking Fund Obligation on that date that proportion
of such legally available funds which is equal to the ratio
of such 12.00% Sinking Fund Obligation to such Total Sinking
Fund Obligation; in addition to the 12.00% Sinking Fund
Obligation, the Corporation shall have the option, which
shall be noncumulative, to redeem, upon authorization of the
Board of Directors, on each 12.00% Sinking Fund Redemption
Date, at the aforesaid sinking fund redemption price, up to
5,000 additional shares of the 12.00% Preferred Stock
Cumulative, $100 Par Value; the Corporation shall be
entitled, at its election, to credit against its 12.00%
Sinking Fund Obligation on any 12.00% Sinking Fund
Redemption Date any shares of the 12.00% Preferred Stock,
Cumulative, $100 Par Value (including shares of the 12.00%
Preferred Stock Cumulative, $100 Par Value optionally
redeemed at the aforesaid sinking fund price) theretofore
redeemed (other than shares of the 12.00% Preferred Stock,
Cumulative, $100 Par Value redeemed pursuant to the 12.00%
Sinking Fund Obligation) purchased or otherwise acquired and
not previously credited against the 12.00% Sinking Fund
Obligation.

Subject to the foregoing, the distinguishing characteristics
of the Preferred Stock shall be:

(A) Each series of the Preferred Stock, pari passu with all
shares of preferred stock of any class or series then
outstanding, shall be entitled but only when and as declared by
the Board of Directors, out of funds legally available for the
payment of dividends in preference to the Common Stock, to
dividends at the rate stated and expressed with respect to such
series herein or by the resolution or resolutions providing for
the issue of such series adopted by the Board of Directors; such
dividends to be cumulative from such date and payable on such
dates in each year as may be stated and expressed in said
resolution, to stockholders of record as of a date not to exceed
40 days and not less than 10 days preceding the dividend payment
dates so fixed.

(B) If and when dividends payable on any of the Preferred
Stock of the Corporation at any time outstanding shall be in
default in an amount equal to four full quarterly payments or
more per share, and thereafter until all dividends on any such
preferred stock in default shall have been paid, the holders of
the Preferred Stock pari passu with the holders of other
preferred stock then outstanding, voting separately as a class,
shall be entitled to elect the smallest number of directors
necessary to constitute a majority of the full Board of
Directors, and, except as provided in the following paragraph,
the holders of the Common Stock, voting separately as a class,
shall be entitled to elect the remaining directors of the
Corporation. The terms of office, as directors, of all persons
who may be directors of the Corporation at the time shall
terminate upon the election of a majority of the Board of
Directors by the holders of the Preferred Stock except that if
the holders of the Common Stock shall not have elected the
remaining directors of the Corporation, then, and only in that
event, the directors of the Corporation in office just prior to
the election of a majority of the Board of Directors by the
holders of the Preferred Stock shall elect the remaining
directors of the Corporation. Thereafter, while such default
continues and the majority of the Board of Directors is being
elected by the holders of the Preferred Stock, the remaining
directors, whether elected by directors, as aforesaid, or whether
originally or later elected by holders of the Common Stock shall
continue in office until their successors are elected by holders
of the Common Stock and shall qualify.

If and when all dividends then in default on the Preferred
Stock; then outstanding shall be paid (such dividends to be
declared and paid out of any funds legally available therefor as
soon as reasonably practicable), the holders of the Preferred
Stock shall be divested of any special right with respect to the
election of directors, and the voting power of the holders of the
Preferred Stock and the holders of the Common Stock shall revert
to the status existing before the first dividend payment date on
which dividends on the Preferred Stock were not paid in full, but
always subject to the same provisions for vesting such special
rights in the holders of the Preferred Stock in case of further
like defaults in the payment of dividends thereon as described in
the immediately foregoing paragraph. Upon termination of any such
special voting right upon payment of all accumulated and unpaid
dividends on the Preferred Stock, the terms of office of all
persons who may have been elected directors of the Corporation by
vote of the holders of the Preferred Stock as a class, pursuant
to such special voting right shall forthwith terminate, and the
resulting vacancies shall be filled by the vote of a majority of
the remaining directors.

In case of any vacancy in the office of a director occurring
among the directors elected by the holders of the Preferred
Stock, voting separately as a class, the remaining directors
elected by the holders of the Preferred Stock, by affirmative
vote of a majority thereof, or the remaining director so elected
if there be but one, may elect a successor or successors to hold
office for the unexpired term or terms of the director or
directors whose place or places shall be vacant. Likewise, in
case of any vacancy in the office of a director occurring among
the directors not elected by the holders of the Preferred Stock,
the remaining directors not elected by the holders of the
Preferred Stock, by affirmative vote of a majority thereof, or
the remaining director so elected if there be but one, may elect
a successor or successors to hold office for the unexpired term
or terms of the director or directors whose place or places shall
be vacant.

Whenever the right shall have accrued to the holders of the
Preferred Stock to elect directors, voting separately as a class,
it shall be the duty of the President, a Vice-President or the
Secretary of the Corporation forthwith to call and cause notice
to be given to the shareholders entitled to vote of a meeting to
be held at such time as the Corporation's officers may fix, not
less than forty-five nor more than sixty days after the accrual
of such right, for the purpose of electing directors. The notice
so given shall be mailed to each holder of record of preferred
stock at his last known address appearing on the books of the
Corporation and shall set forth, among other things, (i) that by
reason of the fact that dividends payable on preferred stock are
in default in an amount equal to four full quarterly payments or
more per share, the holders of the Preferred Stock, voting
separately as a class, have the right to elect the smallest
number of directors necessary to constitute a majority of the
full Board of Directors of the Corporation, (ii) that any holder
of the Preferred Stock has the right, at any reasonable time, to
inspect, and make copies of, the list or lists of holders of the
Preferred Stock maintained at the principal office of the
Corporation or at the office of any Transfer Agent of the
Preferred Stock, and (iii) either the entirety of this paragraph
or the substance thereof with respect to the number of shares of
the Preferred Stock required to be represented at any meeting, or
adjournment thereof, called for the election of directors of the
Corporation. At the first meeting of stockholders held for the
purpose of electing directors during such time as the holders of
the Preferred Stock shall have the special right, voting
separately as a class, to elect directors, the presence in person
or by proxy of the holders of a majority of the outstanding
Common Stock shall be required to constitute a quorum of such
class for the election of directors, and the presence in person
or by proxy of the holders of a majority of the outstanding
Preferred Stock shall be required to constitute a quorum of such
class for the election of directors; provided, however, that in
the absence of a quorum of the holders of the Preferred Stock, no
election of directors shall be held, but a majority of the
holders of the Preferred Stock who are present in person or by
proxy shall have power to adjourn the election of the directors
to a date not less than fifteen nor more than fifty days from the
giving of the notice of such adjourned meeting hereinafter
provided for; and provided, further, that at such adjourned
meeting, the presence in person or by proxy of the holders of 35%
of the outstanding Preferred Stock shall be required to
constitute a quorum of such class for the election of directors.
In the event such first meeting of stockholders shall be so
adjourned, it shall be the duty of the President, a Vice-
President or the Secretary of the Corporation, within ten days
from the date on which such first meeting shall have been
adjourned, to cause notice of such adjourned meeting to be given
to the shareholders entitled to vote thereat, such adjourned
meeting to be held not less than fifteen days nor more than fifty
days from the giving of such second notice. Such second notice.
shall be given in the form and manner hereinabove provided for
with respect to the notice required to be given of such first
meeting of stockholders, and shall further set forth that a
quorum was not present at such first meeting and that the holders
of 35% of the outstanding Preferred Stock shall be required to
constitute a quorum of such class for the election of directors
at such adjourned meeting. If the requisite quorum of holders of
the Preferred Stock shall not be present at said adjourned
meeting, then the directors of the Corporation then in office
shall remain in office until the next Annual Meeting of the
Corporation, or special meeting in lieu thereof and until their
successors shall have been elected and shall qualify. Neither
such first meeting nor such adjourned meeting shall be held on a
date within sixty days of the date of the next Annual Meeting of
the Corporation, or special meeting in lieu thereof. At each
Annual Meeting of the Corporation, or special meeting in lieu
thereof, held during such time as the holders of the Preferred
Stock, voting separately as a class. shall have the right to
elect a majority of the Board of Directors, the foregoing
provisions of this paragraph shall govern each Annual Meeting, or
special meeting in lieu thereof, as if said Annual Meeting or
special meeting were the first meeting of stockholders held for
the purpose of electing directors after the right of the holders
of the Preferred Stock, voting separately as a class, to elect a
majority of the Board of Directors, should have accrued the
exception, that if, at any adjourned annual meeting, or special
meeting in lieu thereof, the holders of 35% of the outstanding
Preferred Stock are not present in person or by proxy, all the
directors shall be elected by a vote of the holders of a majority
of the Common Stock of the Corporation present or represented at
the meeting.

(C) So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not, without the consent
(given by vote at a meeting called for that purpose) of at least
two-thirds of the total number of shares of the Preferred Stock
then outstanding:

(1) create, authorize or issue any new stock which,
after issuance would rank prior to the Preferred Stock as to
dividends, in liquidation, dissolution, winding up or
distribution, or create, authorize or issue any security
convertible into shares of any such stock except for the
purpose of providing funds for the redemption of all of the
Preferred Stock then outstanding, such new stock or security
not to be issued until such redemption shall have been
authorized and notice of such redemption given and the
aggregate redemption price deposited as provided in
paragraph (G) below; provided, however, that any such new
stock or security shall be issued within twelve months after
the vote of the Preferred Stock herein provided for
authorizing the issuance of such new stock or security; or

(2) amend, alter, or repeal any of the rights,
preferences or powers of the holders of the Preferred Stock
so as to affect adversely any such rights, preferences or
powers; provided, however, that if such amendment,
alteration or repeal affects adversely the rights,
preferences or powers of one or more, but not all, series of
Preferred Stock at the time outstanding, only the consent of
the holders of at least two-thirds of the total number of
outstanding shares of all series so affected shall be
required; and provided, further, that an amendment to
increase or decrease the authorized amount of Preferred
Stock or to create or authorize, or increase or decrease the
amount of, any class of stock; ranking on a parity with the
outstanding shares of the Preferred Stock as to dividends or
assets shall not be deemed to affect adversely the rights,
preferences or powers of the holders of the Preferred Stock
or any series thereof.

(D) So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not, without the consent
(given by vote at a meeting called for that purpose) of the
holders of a majority of the total number of shares of the
Preferred Stock then outstanding:

(1) merge or consolidate with or into any other
corporation or corporations or sell or otherwise dispose of
all or substantially all of the assets of the Corporation,
unless such merger or consolidation or sale or other
disposition, or the exchange, issuance or assumption of all
securities to be issued or assumed in connection with any
such merger or consolidation or sale or other disposition,
shall have been ordered, approved or permitted under the
Public Utility Holding Company Act of 1935; or

(2) issue or assume any unsecured notes, debentures or
other securities representing unsecured indebtedness for
purposes other than (i) the refunding of outstanding
unsecured indebtedness theretofore issued or assumed by the
Corporation resulting in equal or longer maturities, or (ii)
the reacquisition, redemption or other retirement of all
outstanding shares of the Preferred Stock, if immediately
after such issue or assumption, the total principal amount
of all unsecured notes, debentures or other securities
representing unsecured indebtedness issued or assumed by the
Corporation, including unsecured indebtedness then to be
issued or assumed (but excluding the principal amount then
outstanding of any unsecured notes, debentures, or other
securities representing unsecured indebtedness having a
maturity in excess of ten (10) years and in amount not
exceeding 10% of the aggregate of (a) and (b) of this
section below) would exceed ten per centum (10%) of the
aggregate of (a) the total principal amount of all bonds or
other securities representing secured indebtedness issued or
assumed by the Corporation and then to be outstanding, and
(b) the capital and surplus of the Corporation as then to be
stated on the books of account of the Corporation. When
unsecured notes, debentures or other securities representing
unsecured debt of a maturity in excess of ten (10) years
shall become of a maturity of ten (10) years or less, it
shall then be regarded as unsecured debt of a maturity of
less than ten (10) years and shall be computed with such
debt for the purpose of determining the percentage ratio to
the sum of (a) and (b) above of unsecured debt of a maturity
of less than ten (10) years, and when provision shall have
been made, whether through a sinking fund or otherwise, for
the retirement, prior to their maturity, of unsecured notes,
debentures, or other securities representing unsecured debt
of a maturity in excess of ten (10) years, the amount of any
such security so required to be retired in less than ten
(10) years shall be regarded as unsecured debt of a maturity
of less than ten (10) years (and not as unsecured debt of a
maturity in excess of ten (10) years) and shall be computed
with such debt for the purpose of determining the percentage
ratio to the sum of (a) and (b) above of unsecured debt of a
maturity of less than ten (10) years, provided, however,
that the payment due upon the maturity of unsecured debt
having an original single maturity in excess of ten (10)
years or the payment due upon the latest maturity of any
serial debt which had original maturities in excess of ten
(10) years shall not, for purposes of this provision, be
regarded as unsecured debt of a maturity of less than ten
(10) years until such payment or payments shall be required
to be made within three (3) years; furthermore, when
unsecured notes, debentures or other securities representing
unsecured debt of a maturity of less than ten (10) years
shall exceed 10% of the sum of (a) and (b) above, no
additional unsecured notes, debentures or other securities
representing unsecured debt shall be issued or assumed
(except for the purpose set forth in (i) or (ii) above)
until such ratio is reduced to 10% of the sum of (a) and (b)
above; or

(3) issue, sell or otherwise dispose of any shares of
the Preferred Stock in addition to the 104,476 shares of the
Preferred Stock originally authorized, or of any other class
of stock ranking on a parity with the Preferred Stock as to
dividends or in liquidation, dissolution, winding up or
distribution, unless the gross income of the Corporation and
Mississippi Power & Light Company, a Florida corporation,
for a period of twelve (12) consecutive calendar months
within the fifteen (15) calendar months immediately
preceding the issuance, sale or disposition of such stock,
determined in accordance with generally accepted accounting
practices (but in any event after deducting all taxes and
the greater of (a) the amount for said period charged by the
Corporation and Mississippi Power & Light Company, a Florida
corporation, on their books to depreciation expense or (b)
the largest amount required to be provided therefor by any
mortgage indenture of the Corporation) to be available for
the payment of interest, shall have been at least one and
one-half times the sum of (i) the annual interest charges on
all interest bearing indebtedness of the Corporation and
(ii) the annual dividend requirements on all outstanding
shares of the Preferred Stock and of all other classes of
stock ranking prior to, or on a parity with, the Preferred
Stock as to dividends or distributions, including the shares
proposed to be issued; provided, that there shall be
excluded from the foregoing computation interest charges on
all indebtedness and dividends on all shares of stock which
are to be retired in connection with the issue of such
additional shares of the Preferred Stock or other class of
stocks ranking prior to, or on a parity with, the Preferred
Stock as to dividends or distributions; and provided,
further, that in any case where such additional shares of
the Preferred Stock, or other class of stock ranking on a
parity with the Preferred Stock as to dividends or
distributions, are to be issued in connection with the
acquisition of additional property, the gross income of the
property to be so acquired, computed on the same basis as
the gross income of the Corporation, may be included on a
pro forma basis in making the foregoing computation; or

(4) issue, sell, or otherwise dispose of any shares of
the Preferred Stock, in addition to the 104,476 shares of
the Preferred Stock originally authorized, or of any other
class of stock ranking on a parity with the Preferred Stock
as to dividends or distributions, unless the aggregate of
the capital of the Corporation applicable to the Common
Stock and the surplus of the Corporation shall be not less
than the aggregate amount payable on the involuntary
liquidation, dissolution, or winding up of the Corporation,
in respect of all shares of the Preferred Stock and all
shares of stock, if any, ranking prior thereto, or on a
parity therewith, as to dividends or distributions, which
will be outstanding after the issue of the shares proposed
to be issued; provided, that if, for the purposes of meeting
the requirements of this subparagraph (4), it becomes
necessary to take into consideration any earned surplus of
the Corporation, the Corporation shall not thereafter pay
any dividends on shares of the Common Stock which would
result in reducing the Corporation's Common Stock equity (as
in paragraph (H) hereinafter defined) to an amount less than
the aggregate amount payable, on involuntary liquidation,
dissolution or winding up the Corporation, on all shares of
the Preferred Stock and of any stock ranking prior to, or on
a parity with, the Preferred Stock, as to dividends or other
distributions, at the time outstanding.

(E) Each holder of Common Stock of the Corporation shall be
entitled to one vote, in person or by proxy, for each share of
such stock standing in his name on the books of the Corporation.
Except as hereinbefore expressly provided in this Section Fourth,
the holders of the Preferred Stock shall have no power to vote
and shall be entitled to no notice of any meeting of the
stockholders of the Corporation. As to matters upon which holders
of the Preferred Stock are entitled to vote as hereinbefore
expressly provided, each holder of such Preferred Stock shall be
entitled to one vote, in person or by proxy, for each share of
such Preferred Stock standing in his name on the books of the
Corporation.

(F) In the event of any voluntary liquidation, dissolution or
winding up of the Corporation, the Preferred Stock, pari passu
with all shares of preferred stock of any class or series then
outstanding, shall have a preference over the Common Stock until
an amount equal to the then current redemption price shall have
been paid. In the event of any involuntary liquidation,
dissolution or winding up of the Corporation, which shall include
any such liquidation, dissolution or winding up which may arise
out of or result from the condemnation or purchase of all or a
major portion of the properties of the Corporation, by (i) the
United States Government or any authority, agency or
instrumentality thereof, (ii) a state of the United States or any
political subdivision, authority, agency, or instrumentality
thereof, or (iii) a district, cooperative or other association or
entity not organized for profit, the Preferred Stock, pari passu
with all shares of preferred stock of any class or series then
outstanding, shall also have a preference over the Common Stock
until the full par value thereof and an amount equal to all
accumulated and unpaid dividends thereon shall have been paid by
dividends or distribution.

(G) Upon the affirmative vote of a majority of the shares of
the issued and outstanding Common Stock at any annual meeting, or
any special meeting called for that purpose, the Corporation may
at any time redeem all of any series of said Preferred Stock or
may from time to time redeem any part thereof, by paying in cash
the redemption price then applicable thereto as stated and
expressed with respect to such series in the resolution providing
for the issue of such shares adopted by the Board of Directors of
the Corporation, or in these Restated Articles of Incorporation
or any amendment thereof, plus, in each case, an amount
equivalent to the accumulated and unpaid dividends, if any, to
the date of redemption. Notice of the intention of the
Corporation to redeem all or any part of the Preferred Stock
shall be mailed not less than thirty (30) days nor more than
sixty (60) days before the date of redemption to each holder of
record of Preferred Stock to be redeemed, at his post office
address as shown by the Corporation's records, and not less than
thirty (30) days' nor more than sixty (60) days' notice of such
redemption may be published in such manner as may be prescribed
by resolution of the Board of Directors of the Corporation; and,
in the event of such publication, no defect in the mailing of
such notice shall affect the validity of the proceedings for the
redemption of any shares of Preferred Stock so to be redeemed.
Contemporaneously with the mailing or the publication of such
notice as aforesaid or at any time thereafter prior to the date
of redemption, the Corporation may deposit the aggregate
redemption price (or the portion thereof not already paid in the
redemption of such Preferred Stock so to be redeemed) with any
bank or trust company in the City of New York, New York, or in
the City of Jackson, Mississippi, named in such notice, payable
to the order of the record holders of the Preferred Stock so to
be redeemed, as the case may be, on the endorsement and surrender
of their certificates, and thereupon said holders shall cease to
be stockholders with respect to such shares; and from and after
the making of such deposit such holders shall have no interest in
or claim against the Corporation with respect to said shares, but
shall be entitled only to receive such moneys from said bank or
trust company, with interest, if any, allowed by such bank or
trust company on such moneys deposited as in this paragraph
provided, on endorsement and surrender of their certificates, as
aforesaid. Any moneys so deposited, plus interest thereon, if
any, remaining unclaimed at the end of six years from the date
fixed for redemption, if thereafter requested by resolution of
the Board of Directors, shall be repaid to the Corporation, and
in the event of such repayment to the Corporation, such holders
of record of the shares so redeemed as shall not have made claim
against such moneys prior to such repayment to the Corporation,
shall be deemed to be unsecured creditors of the Corporation for
an amount, without interest, equivalent to the amount deposited,
plus interest thereon, if any, allowed by such bank or trust
company, as above stated, for the redemption of such shares and
so paid to the Corporation. Shares of the Preferred Stock which
have been redeemed shall not be reissued. If less than all of
the shares of the Preferred Stock are to be redeemed, the shares
thereof to be redeemed shall be selected by lot, in such manner
as the Board of Directors of the Corporation shall determine, by
an independent bank or trust company selected for that purpose by
the Board of Directors of the Corporation. Nothing herein
contained shall limit any legal right of the Corporation to
purchase or otherwise acquire any shares of the Preferred Stock;
provided, however, that, so long as any shares of the Preferred
Stock are outstanding, the Corporation shall not redeem, purchase
or otherwise acquire less than all of the shares of the Preferred
Stock, if, at the time of such redemption, purchase or other
acquisition, dividends payable on the Preferred Stock shall be in
default in whole or in part, unless, prior to or concurrently
with such redemption, purchase or other acquisition, all such
defaults shall be cured or unless such redemption, purchase or
other acquisition shall have been ordered, approved or permitted
under the Public Utility Holding Company Act of 1935; and
provided further that, so long as any shares of the Preferred
Stock are outstanding, the Corporation shall not make any payment
or set aside any funds for payment into any sinking fund for the
purchase or redemption of any shares of the Preferred Stock, if,
at the time of such payment, or the setting apart of funds for
such payment, dividends payable on the Preferred Stock shall be
in default in whole or in part, unless, prior to or concurrently
with such payment or the setting apart of funds for such payment,
all such defaults shall be cured or unless such payment, or the
setting apart of funds for such payment, shall have been ordered,
approved or permitted under the Public Utility Holding Company
Act of 1935. Any shares of the Preferred Stock so redeemed,
purchased or acquired shall retired and cancelled.

(H) For the purposes of this paragraph (H) and subparagraph
(4) of paragraph (D) the term "Common Stock Equity" shall mean
the aggregate of the par value of, or stated capital represented
by, the outstanding shares (other than shares owned by the
Corporation) of stock ranking junior to the Preferred Stock as to
dividends and assets, of the premium on such junior stock and of
the surplus (including earned surplus, capital surplus and
surplus invested in plant) of the Corporation less (1) any
amounts recorded on the books of the Corporation for utility
plant and other plant in excess of the original cost thereof, (2)
unamortized debt discount and expense, capital stock discount and
expense and any other intangible items set forth on the asset
side of the balance sheet as a result of accounting convention,
(3) the excess, if any, of the aggregate amount payable on
involuntary liquidation, dissolution or winding up of the affairs
of the Corporation upon all outstanding preferred stock of the
Corporation over the aggregate par or stated value thereof and
any premiums thereon and (4) the excess, if any, for the period
beginning with January 1, 1954, to the end of the month within
ninety (90) days preceding the date as of which Common Stock
Equity is determined, of the cumulative amount computed under re
quirements contained in the Corporation's mortgage indentures
relating to minimum depreciation provisions (this cumulative
amount being the aggregate of the largest amounts separately
computed for entire periods of differing coexisting mortgage
indenture requirements), over the amount charged by the
Corporation and Mississippi Power & Light Company, a Florida
corporation, on their books for depreciation during such period,
including the final fraction of a year; provided, however, that
no deductions shall be required to be made in respect of items
referred to in subdivisions (1) and (2) of this paragraph (H) in
cases in which such items are being amortized or are provided
for, or are being provided for, by reserves. For the purpose of
this paragraph (H): (i) the term "total capitalization" shall
mean the sum of the Common Stock Equity plus item three (3) in
this paragraph (H) and the stated capital applicable to, and any
premium on, outstanding stock of the Corporation not included in
Common Stock Equity, and the principal amount of all outstanding
debt of the Corporation maturing more than twelve months after
the date of issue thereof; and (ii) the term "dividends on Common
Stock" shall embrace dividends on Common Stock (other than
dividends payable only in shares of Common Stock), distributions
on, and purchases or other acquisitions for value of, any Common
Stock of the Corporation or other stock if any, subordinate to
its Preferred Stock. So long as any shares of the Preferred
Stock are outstanding, the Corporation shall not declare or pay
any dividends on the Common Stock, except as follows:

(a) If and so long as the Common Stock Equity at the
end of the calendar month immediately preceding the date on
which a dividend on Common Stock is declared is, or as a
result of such dividend would become, less than 20% of total
capitalization, the Corporation shall not declare such
dividends in an amount which, together with all other
dividends on Common Stock paid within the year ending with
and including the date on which such dividend is payable,
exceeds 50% of the net income of the Corporation available
for dividends on the Common Stock for the twelve full
calendar months immediately preceding the month in which
such dividends are declared, except in an amount not
exceeding the aggregate of dividends on Common Stock which
under the restrictions set forth above in this subparagraph
(a) could have been, and have not been, declared; and

(b) If and so long as the Common Stock Equity at the
end of the calendar month immediately preceding the date on
which a dividend on Common Stock is declared is, or as a
result of such dividend would become, less than 25% but not
less than 20% of total capitalization, the Corporation shall
not declare dividends on the Common Stock in an amount
which, together with all other dividends on Common Stock
paid within the year ending with and including the date on
which such dividend is payable, exceeds 75% of the net
income of the Corporation and Mississippi Power & Light
Company, a Florida corporation, available for dividends on
the Common Stock for the twelve full calendar months
immediately preceding the month in which such dividends are
declared, except in an amount not exceeding the aggregate of
dividends on Common Stock which under the restrictions set
forth above in subparagraph (a) and in this subparagraph (b)
could have been and have not been declared; and

(c) If any time when the Common Stock Equity is 25% or
more of total capitalization, the Corporation may not
declare dividends on shares of the Common Stock which would
reduce the Common Stock Equity below 25% of total
capitalization, except to the extent provided in
subparagraphs (a) and (b) above.

At anytime when the aggregate of all amounts credited
subsequent to January 1, 1954, to the depreciation reserve
account of the Corporation and Mississippi Power & Light Company,
a Florida corporation, through charges to operating revenue
deductions or otherwise on the books of the Corporation and
Mississippi Power & Light Company, a Florida corporation, shall
be less than the amount computed as provided in clause (aa)
below, under requirements contained in the Corporation's mortgage
indentures, then for the purposes of subparagraphs (a) and (b)
above, in determining the earnings available for common stock
dividends during any twelve-month period, the amount to be
provided for depreciation in that period shall be (aa) the
greater of the cumulative amount charged to depreciation expense
on the books of the Corporation and Mississippi Power & Light
Company, a Florida corporation, or the cumulative amount computer
under requirements contained in the Corporation's mortgage
indentures relating to minimum depreciation provisions (the
latter cumulative amount being the aggregate of the largest
amounts separately computed for entire periods of differing co-
existing mortgage indenture requirements) for the period from
January 1, 1954, to and including said twelve-month period, less
(bb) the greater of the cumulative amount charged to depreciation
expense on the books of the Corporation and Mississippi Power &
Light Company, a Florida corporation, or the cumulative amount
computed under requirements contained in the Corporation's
mortgage indentures relating to minimum depreciation provisions
(the latter cumulative amount being the aggregate of the largest
amounts separately computed for entire periods of differing
coexisting mortgage indenture requirements) from January 1, 1954,
up to but excluding said twelve-month period; provided that in
the event any company other than Mississippi Power & Light
Company, a Florida corporation, is merged into the Corporation
the "cumulative amount computed under requirements contained in
the Corporation's mortgage indentures relating to minimum
depreciation provisions" referred to above shall be computed
without regard, for the period prior to the merger, of property
acquired in the merger, and the "cumulative amount charged to
depreciation expense on the books of the Corporation" shall be
exclusive of amounts provided for such property prior to the
merger.

(I) The Board of Directors are hereby expressly authorized
by resolution or resolutions to state and express the series and
distinctive serial designation of any authorized and unissued
shares of Preferred Stock proposed to be issued, the number of
shares to constitute each such series, the annual rate or rates
of dividends payable on shares of each series together with the
dates on which such dividends shall be paid in each year, the
date from which such dividends shall commence to accumulate, the
amount or amounts payable upon redemption and the sinking fund
provisions, if any, for the redemption or purchase of shares.

(J) Dividends may be paid upon the Common Stock only when (i)
dividends have been paid or declared and funds set apart for the
payment of dividends as aforesaid on the Preferred Stock from the
date(s) after which dividends thereon became cumulative, to the
beginning of the period then current, with respect to which such
dividends on the Preferred Stock are usually declared, and (ii)
all payments have been made or funds have been set aside for
payments then or theretofore due under sinking fund provisions,
if any, for the redemption or purchase of shares of any series of
the Preferred Stock, but whenever (x) there shall have been paid
or declared and funds shall have been set apart for the payment
of all such dividends upon the Preferred Stock as aforesaid, and
(y) all payments shall have been made or funds shall have been
set aside for payments then or theretofore due under sinking fund
provisions, if any, for the redemption or purchase of shares of
any series of the Preferred Stock, then, subject to the
limitations above set forth, dividends upon the Common Stock may
be declared payable then or thereafter, out of any net earnings
or surplus of assets over liabilities, including capital, then
remaining. After the payment of the limited dividends and/or
shares in distribution of assets to which the Preferred Stock is
expressly entitled in preference to the Common Stock, in
accordance with the provisions hereinabove set forth, the Common
Stock alone (subject to the rights of any class of stock
hereafter authorized) shall receive all further dividends and
shares in distribution.

(K) Subject to the limitations hereinabove set forth the
Corporation from time to time may resell any of its own stock,
purchased or otherwise acquired by it as hereinafter provided
for, at such price as may be fixed by its Board of Directors or
Executive Committee.

(L) Subject to the limitations hereinabove set forth the
Corporation in order to acquire funds with which to redeem any
outstanding Preferred Stock of any class, may issue and sell
stock of any class then authorized but unissued, bonds, notes,
evidences of indebtedness, or other securities.

(M) Subject to the limitations hereinabove set forth the
Board of Directors of the Corporation may at any time authorize
the conversion or exchange of the whole or any particular share
of the outstanding preferred stock of any class with the consent
of the holder thereof, into or for stock of any other class at
the time of such consent authorized but unissued and may fix the
terms and conditions upon which such conversion or exchange may
be made; provided that without the consent of the holders of
record of two-thirds of the shares of Common Stock outstanding
given at a meeting of the holders of the Common Stock called and
held as provided by the By-Laws or given in writing without a
meeting, the Board of Directors shall not authorize the
conversion or exchange of any preferred stock of any class into
or for Common Stock or authorize the conversion or exchange of
any preferred stock; of any class into or for preferred stock of
any other class, if by such conversion or exchange the amount
which the holders of the shares of stock so converted or
exchanged would be entitled to receive either as dividends or
shares in distribution of assets in preference to the Common
Stock would be increased.

(N) A consolidation, merger or amalgamation of the
Corporation with or into any other corporation or corporations
shall not be deemed a distribution of assets of the Corporation
within the meaning of any provisions of these Restated Articles
of Incorporation.

(O) The consideration received by the Corporation from the
sale of any additional stock without nominal or par value shall
be entered in the Corporation's capital stock account.

(P) Subject to the limitations hereinabove set forth upon
the vote of a majority of all the Directors of the Corporation
and of a majority of the total number of shares of stock then
issued and outstanding and entitled to vote, irrespective of
class (or if the vote of a larger number or different proportion
of shares is required by the laws of the State of Mississippi not
withstanding the above agreement of the stockholders of the
Corporation to the contrary, then upon the vote of the larger
number or different proportion of shares so required), the
Corporation may from time to time create or authorize one or more
other classes of stock with such preferences, designations,
rights, privileges, powers, restrictions, limitations and qualifi
cations as may be determined by said vote, which may be the same
as or different from the preferences, designations, rights,
privileges, powers, restrictions, limitations and qualifications
of the classes of stock of the Corporation then authorized. Any
such vote authorizing the creation of a new class of stock may
provide that all moneys payable by the Corporation with respect
to any class of stock thereby authorized shall be paid in the
money of any foreign country named therein or designated by the
Board of Directors, pursuant to authority therein granted, at a
fixed rate of exchange with the money of the United States of
America therein stated or provided for and all such payments
shall be made accordingly. Any such vote may authorize any shares
of any class then authorized but unissued to be issued as shares
of such new class or classes

(Q) Subject to the limitations hereinabove set forth, either
the Preferred Stock or the Common Stock or both of said classes
of stock, may be increased at any time upon vote of the holders
of a majority of the total number of shares of the Corporation
then issued and outstanding and entitled to vote thereon,
irrespective of class.

(R) If any provisions in this Section Fourth shall be in
conflict or inconsistent with any other provisions of these
Restated Articles of Incorporation of the Corporation the
provisions of this Section Fourth shall prevail and govern.

FIFTH: The Corporation will not commence business until at
least $1,000 has been received by it as consideration for the
issuance of shares.

SIXTH: Existing provisions limiting or denying to
shareholders the preemptive right to acquire additional or
treasury shares of the Corporation are:

No holder of any stock of the Corporation shall be entitled
as of right to purchase or subscribe for any part of any unissued
stock of the Corporation, or any additional stock of any class to
be issued by reason of any increase of the authorized capital
stock of the Corporation or of bonds, certificates of
indebtedness, debentures, or other securities convertible into
stock of the Corporation, but any such unissued stock or any such
additional authorized issue of new stock, or of securities
convertible into stock, may be issued and disposed of by the
Board of Directors without offering to the stockholders then of
record, or to any class of stockholders, any thereof on any
terms.

SEVENTH: Existing provisions of the Restated Articles of
Incorporation for the regulation of the internal affairs of the
Corporation are:

(a) General authority is hereby conferred upon the
Board of Directors to fix the consideration for which shares
of stock of the Corporation without nominal or par value may
be issued and disposed of, and the shares of stock of the
Corporation without nominal or par value, whether authorized
by these Restated Articles of Incorporation or by subsequent
increase of the authorized number of shares of stock or by
amendment of these Restated Articles of Incorporation by
consolidation or merger or otherwise, and/or any securities
convertible into stock of the Corporation without nominal or
par value may be issued and disposed of for such
consideration and on such terms and in such manner as may be
fixed from time to time by the Board of Directors.

(b) The issue of the whole, or any part determined by
the Board of Directors, of the shares of stock of the
Corporation as partly paid, and subject to calls thereon
until the whole thereof shall have been paid, is hereby
authorized.

(c) The Board of Directors shall have power to
authorize the payment of compensation to the directors for
services to the Corporation, including fees for attendance
at meetings of the Board of Directors or the Executive
Committee and all other committees and to determine the
amount of such compensation and fees.

(d) The Corporation may issue a new certificate of
stock in the place of any certificate theretofore issued by
it, alleged to have been lost or destroyed and the Board of
Directors may, in their discretion, require the owner of the
lost or destroyed certificate, or his legal representative,
to give bond in such sum as they may direct as indemnity
against any claim that may be made against the Corporation,
its officers, employees or agents by reason thereof; a new
certificate may be issued without requiring any bond when,
in the judgment of the directors, it is proper so to do.

If the Corporation shall neglect or refuse to issue
such a new certificate and it shall appear that the owner
thereof has applied to the Corporation for a new certificate
in place thereof and has made due proof of the loss or
destruction thereof and has given such notice of his
application for such new certificate on such newspaper of
general circulation, published in the State of Mississippi
as reasonably should be approved by the Board of Directors,
and in such other newspaper as may be required by the Board
of Directors, and has tendered to the Corporation adequate
security to indemnify the Corporation, its officers
employees, or agents, and any person other than such
applicant who shall thereafter appear to be the lawful owner
of such alleged lost or destroyed certificate against
damage, loss or expense because of the issuance of such new
certificate, and the effect thereof as herein provided,
then, unless there is adequate cause why such new
certificate shall not be issued, the Corporation, upon the
receipt of said indemnity, shall issue a new certificate of
stock in place of such lost or destroyed certificate. In the
event that the Corporation shall nevertheless refuse to
issue a new certificate as aforesaid, the applicant may then
petition any court of competent jurisdiction for relief
against the failure of the Corporation to perform its
obligations hereunder. In the event that the Corporation
shall issue such new certificate, any person who shall
thereafter claim any rights under the certificate in place
of which such new certificate is issued, whether such new
certificate is issued pursuant to the judgment or decree of
such court or voluntarily by the Corporation after the
publication of notice and the receipt of proof and indemnity
as aforesaid, shall have recourse to such indemnity and the
Corporation shall be discharged from all liability to such
person by reason of such certificate and the shares
represented thereby.

(e) No stockholder shall have any right to inspect any
account, book or document of the Corporation, except as
conferred by statute or authorized by the directors.

(f) A director of the Corporation shall not be
disqualified by his office from dealing or contracting with
the Corporation either as a vendor, purchaser or otherwise,
nor shall any transaction or contract of the Corporation be
void or voidable by reason of the fact that any director or
any firm of which any director is a member or any
corporation of which any director is a shareholder, officer
or director, is in any way interested in such transaction or
contract, provided that such transaction or contract is or
shall be authorized, ratified or approved either (1) by a
vote of a majority of a quorum of the Board of Directors or
the Executive Committee, without counting in such majority
or quorum any directors so interested or members of a firm
so interested or a shareholder, officer or director of a
corporation so interested, or (2) by the written consent, or
by vote at a stockholders' meeting of the holders of record
of a majority in number of all the outstanding shares of
stock of the Corporation entitled to vote; nor shall any
director be liable to account to the Corporation for any
profits realized by or from or through any such transaction
or contract of the Corporation, authorized, ratified or
approved as aforesaid by reason of the fact that he or any
firm of which he is a member or any corporation of which he
is a shareholder, officer or director was interested in such
transaction or contract. Nothing herein contained shall
create any liability in the events above described or
prevent the authorization, ratification or approval of such
contract in any other manner provided by law.

(g) Any director may be removed, whether cause shall be
assigned for his removal or not, and his place filled at any
meeting of the stockholders by the vote of a majority of the
outstanding stock of the Corporation entitled to vote.
Vacancies in the Board of Directors, except vacancies
arising from the removal of directors, shall be filed by the
directors remaining in office.

(h) Any property of the Corporation not essential to
the conduct of its corporate business and purposes may be
sold, leased, exchanged or otherwise disposed of by
authority of its Board of Directors and the Corporation may
sell, lease or exchange all of its property and franchises
or any of its property, franchises, corporate rights or
privileges essential to the conduct of its corporate
business and purposes upon the consent of and for such
considerations and upon such terms as may be authorized by a
majority of the Board of Directors and the holders of a
majority of the outstanding shares of stock entitled to
vote, expressed in writing or by vote at a meeting called
for that purpose in the manner provided by the By-Laws of
the Corporation for special meetings of stockholders; and at
no time shall any of the plants, properties, easements,
franchises (other than corporate franchises) or securities
then owned by the Corporation be deemed to be property,
franchises, corporate rights or privileges essential to the
conduct of the corporate business and purposes of the
Corporation.

Upon the vote or consent of the stockholders required
to dissolve the Corporation, the Corporation shall have
power, as the attorney and agent of the holders of all of
its outstanding stock, to sell, assign and transfer all such
stock to a new corporation organized under the laws of the
United States, the State of Mississippi or any other state,
and to receive as the consideration therefor shares of stock
of such new corporation of the several classes into which
the stock of the Corporation is then divided, equal in
number to the number of shares of stock of the Corporation
of said several classes then outstanding, such shares of
said new corporation to have the same preferences, voting
powers, restrictions and qualifications thereof as may then
attach to the classes of stock of the Corporation then
outstanding so far as the same shall be consistent with such
laws of the United States or of the State of Mississippi or
of such other state, except that the whole or any part of
such stock or any class thereof may be stock with or without
nominal or par value. In order to make effective such a
sale, assignment and transfer, the Corporation shall have
the right to transfer all its outstanding stock on its books
and to issue and deliver new certificates therefor in such
names and amounts as such new corporation may direct without
receiving for cancellation the certificates for such stock
previously issued and then outstanding. Upon completion of
such sale, assignment and transfer, the holders of the stock
of the Corporation shall have no rights or interests in or
against the Corporation except the right, upon surrender of
certificates for stock of the Corporation properly endorsed,
if required, to receive from the Corporation certificates
for shares of stock of such new corporation of the class
corresponding to the class of the shares surrendered, equal
in number to the number of shares of the stock of the
Corporation so surrendered.

(i) Upon the written assent or pursuant to the
affirmative vote in person or by proxy of the holders of a
majority in number of the shares then outstanding and
entitled to vote, irrespective of class, (1) any or every
statute of the State of Mississippi hereafter enacted,
whereby the rights, powers or privileges of the Corporation
are or may be increased, diminished or in any way affected
or whereby the rights, powers or privileges of the
stockholders of corporations organized under the law under
which the Corporation is organized, are increased,
diminished or in any way affected or whereby effect is given
to the action taken by any part, less than all, of the
stockholders of any such corporation, shall, notwithstanding
any provisions which may at the time be contained in these
Restated Articles of Incorporation or any law, apply to the
Corporation, and shall be binding not only upon the
Corporation, but upon every stockholder thereof, to the same
extent as if such statute had been in force at the date of
the making and filing of these Restated Articles of
Incorporation and/or (2) amendments of these Restated
Articles of Incorporation authorized at the time of the
making of such amendments by the laws of the State of
Mississippi may be made.

EIGHTH: The Restated Articles of Incorporation correctly set
forth without change the corresponding provisions of the Articles
of Incorporation as heretofore amended and restated, and
supersede the original Articles of Incorporation, and all
amendments thereto, and prior Restated Articles of Incorporation
and all amendments thereto.

DATED: December 21, 1983.

MISSISSIPPI POWER & LIGHT COMPANY

By: D. C. LUTKEN

Its President

[CORPORATE SEAL]

By: F. S. YORK, JR.

Its Secretary

STATE OF MISSISSIPPI
COUNTY OF HINDS

I, Bethel Ferguson, a Notary Public, do hereby certify that
on this 21st day of December, 1983, personally appeared before me
D. C. Lutken. who, being by me first duly sworn, declared that he
is the President of Mississippi Power & Light Company, that he
signed the foregoing document as President of the Corporation,
and that the statements therein contained are true.
BETHEL FERGUSON
Notary Public

My commission expires July 23, 1987.

[NOTARY'S SEAL]
<PAGE>
RESTATED ARTICLES OF INCORPORATION
of
MISSISSIPPI POWER & LIGHT COMPANY

Filing and Recording Data

Restated Articles of Incorporation filed with Secretary of State-
- -December 21, 1983

Certificate of Restated Articles of Incorporation issued by
Secretary of State--December 21, 1983

Certificate of Restated Articles of Incorporation and Restated
Articles of Incorporation filed for record in the office of the
Chancery Clerk of the First Judicial District of Hinds County,
Mississippi, Book 189, Page 624--December 22, 1983.

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Statement of Resolution Establishing Series of Shares

October 25, 1984

Pursuant to the provisions of Section 79-3-29 of the
Mississippi Business Corporation Law, the undersigned Corporation
submits the following statement for the purpose of establishing
and designating a series of shares and fixing and determining the
relative rights and preferences thereof:

1. The name of the corporation is Mississippi Power & Light
Company.
2. The attached resolution establishing and designating a
series of shares and fixing and determining the relative
rights and preferences thereof was duly adopted by the
Board of Directors of the Corporation on October 24,
1984.

Dated this the 25th day of October, 1984.

MISSISSIPPI POWER & LIGHT COMPANY

By/s/ William Cavanaugh, III
William Cavanaugh, III
President

By /s/ Frank S. York, Jr.
Frank S. York, Jr.
Senior Vice President,
Chief Financial Officer
and Secretary

<PAGE>
STATE OF MISSISSIPPI

COUNTY OF MINDS

I, Joy L. Spears, a Notary Public, do hereby certify that on
this October 25, 1984, personally appeared before me William
Cavanaugh, III, who, being by me first duly sworn, declared that
he is President of Mississippi Power & Light Company, that he
executed the foregoing document as President of the Corporation,
and that the statements therein contained are true.

/s/ Joy L. Spears
Joy L. Spears, Notary Public

My Commission Expires:

March 30, 1986

STATE OF MISSISSIPPI

COUNTY OF MINDS

I, Joy L. Spears, a Notary Public, do hereby certify that on
this October 25, 1984, personally appeared before me Frank S.
York, Jr., who, being by me first duly sworn, declared that he is
Senior Vice President, Chief Financial Officer and Secretary of
Mississippi Power & Light Company, that he executed the foregoing
document as Senior Vice President, Chief Financial Officer and
Secretary of the Corporation, and that the statements therein
contained are true.

/s/ Joy L. Spears
Joy L. Spears, Notary Public

My Commission Expires:

March 30, 1986

<PAGE>

RESOLVED That there is hereby established a series of the
Preferred Stock of Mississippi Power & Light Company as follows:

A series of 150,000 shares of the Preferred Stock shall:

(a) be designated "16.16% Preferred Stock, Cumulative, $100
Par Value;"

(b) have a dividend rate of $16.16 per share per annum
payable quarterly on February 1, May 1, August 1, and November 1
of each year, the first dividend date to be February 1, 1986, and
such dividends to be cumulative from the date of issuance;

(c) be subject to redemption at the price of $116.16 per
share if redeemed on or before November 1, 1989, of $112.12 per
share if redeemed after November 1, 1989, and on or before
November 1, 1994, of $108.08 per share if redeemed after November
1, 1994, and on or before November 1, 1999, and of $104.04 per
share if redeemed after November 1, 1999, in each case plus an
amount equivalent to the accumulated and unpaid dividends
thereon, if any, to the date fixed for redemption; provided,
however, that no share of the 16.16% Preferred Stock, Cumulative,
$100 Par Value, shall be redeemed prior to November 1, 1989, if
such redemption is for the purpose or in anticipation of
refunding such share through the use, directly or indirectly, of
funds borrowed by the Corporation, or through the use, directly
or indirectly, of funds derived through the issuance by the
Corporation of stock ranking prior to or on a parity with the
16.16% Preferred Stock, Cumulative, $100 Par Value, as to
dividends or assets, if such borrowed funds have an effective
interest cost to the Corporation (computed in accordance with
generally accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed) of less
than 16.2772% per annum; and

(d) be subject to redemption as and for a sinking fund as
follows: on November 1, 1989 and on each November 1 thereafter
(each such date being hereinafter referred to as a "16.16%
Sinking Fund Redemption Date"), for so long as any shares of the
16.16% Preferred Stock, Cumulative, $100 Par Value, shall remain
outstanding, the Corporation shall redeem, out of funds legally
available therefor, 7,500 shares of the 16.16% Preferred Stock,
Cumulative, $100 Par Value, (or the number of shares than
outstanding if less than 7,500) at the sinking fund redemption
price of $100 per share plus, as to each share so redeemed, an
amount equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the obligation of the
Corporation so to redeem the shares of the 16.16% Preferred
Stock, Cumulative, $100 Par Value, being hereinafter referred to
as the "16.16% Sinking Fund Obligation"); the 16.16% Sinking Fund
Obligation shall be cumulative; if on any 16.16% Sinking Fund
Redemption Date, the Corporation shall not have funds legally
available therefor sufficient to redeem the full number of shares
required to be redeemed on that date, the 16.16% Sinking Fund
Obligation with respect to the shares not redeemed shall carry
forward to each successive 16.16% Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever on any
16.16% Sinking Fund Redemption Date, the funds of the Corporation
legally available for the satisfaction of the 16.16% Sinking Fund
Obligation and all other sinking fund and similar obligations
than existing with respect to any other class or series of its
stock ranking on a parity as to dividends or assets with the
16.16% Preferred Stock, Cumulative, $100 Par Value (such
obligation and obligations collectively being hereinafter
referred to as the "Total Sinking Fund Obligations"), are
insufficient to permit the Corporation to satisfy fully its Total
Sinking Fund Obligation on that date, the Corporation shall apply
to the satisfaction on its 16.16% Sinking Fund Obligation on that
date that proportion of such legally available funds which is
equal to the ratio of such 16.16% Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the 16.16% Sinking
Fund Obligation, the Corporation shall have the option, which
shall be noncumulative, to redeem, upon authorization of the
Board of Directors, on each 16.16% Sinking Fund Redemption Date,
at the aforesaid sinking fund redemption price, up to 7,500
additional shares of the 16.16% Preferred Stock, Cumulative $100
Par Value; the Corporation shall be entitled, at its election, to
credit against its 16.16% Sinking Fund Obligation on any 16.16%
Sinking Fund Redemption Date any shares of the Preferred Stock,
Cumulative, $100 Par Value (including shares of the 16.16%
Preferred Stock, Cumulative, $100 Par Value, optionally redeemed
at the aforesaid sinking fund price) theretofore redeemed (other
than shares of the 16.16% Preferred Stock, Cumulative, $100 Par
Value, redeemed pursuant to the 16.16% Sinking Fund Obligation)
purchased or otherwise acquired and not previously credited
against the 16.16% Sinking Fund Obligation.

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Statement of Resolution Establishing Series of Shares

July 24, 1986

Pursuant to the provisions of Section 79-3-29 of the
Mississippi Code of 1972, the undersigned Corporation submits the
following statement for the purpose of establishing and
designating a series of shares and fixing and determining the
relative rights and preferences thereof:

Dated this the 24th day of July, 1986.

MISSISSIPPI POWER & LIGHT COMPANY

By/s/ William Cavanaugh, III
William Cavanaugh, III
President

By /s/ Frank S. York, Jr.
Frank S. York, Jr.
Senior Vice President,
Chief Financial Officer
and Secretary

<PAGE>

STATE OF MISSISSIPPI

COUNTY OF MINDS

I, Joseph L. Blount, a Notary Public, do hereby certify that
on this July 24, 1986, personally appeared before me William
Cavanaugh, III, who, being by me first duly sworn, declared that
he is President of Mississippi Power & Light Company, a
Mississippi corporation, that he executed the foregoing document
as President of the Corporation, and that the statements therein
contained are true.

/s/ Joseph L. Blount
Joseph L. Blount, Notary Public

My Commission Expires:

January 20, 1990

STATE OF MISSISSIPPI

COUNTY OF MINDS

I, Joseph L. Blount, a Notary Public, do hereby certify that
on this July 24, 1986, personally appeared before me Frank S.
York, Jr., who, being by me first duly sworn, declared that he is
Senior Vice President, Chief Financial Officer and Secretary of
Mississippi Power & Light Company, a Mississippi corporation,
that he executed the foregoing document as Senior Vice President,
Chief Financial Officer and Secretary of the Corporation, and
that the statements therein contained are true.

/s/ Joseph L. Blount
Joseph L. Blount, Notary Public

My Commission Expires:

January 20, 1990

<PAGE>

RESOLVED That there is hereby established a series of the
Preferred Stock of Mississippi Power & Light Company as follows:

A series of 350,000 shares of the Preferred Stock shall:

(a) be designated "9% Preferred Stock, Cumulative, $100 Par
Value;"

(b) have a dividend rate of $9.00 per share per annum
payable quarterly on February 1, May 1, August 1, and November 1
of each year, the first dividend date to be November 1, 1986, and
such dividends to be cumulative from the date of issuance;

(c) be subject to redemption at the price of $109.00 per
share if redeemed on or before July 1, 1991, of $106.75 per share
if redeemed after July 1, 1991, in each case plus an amount
equivalent to the accumulated and unpaid dividends thereon, if
any, to the date fixed for redemption; provided, however, that no
share of the 9% Preferred Stock, Cumulative, $100 Par Value,
shall be redeemed prior to July 1, 1991, if such redemption is
for the purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds borrowed by the
Corporation, or through the use, directly or indirectly, of funds
derived through the issuance by the Corporation of stock ranking
prior to or on a parity with the 9% Preferred Stock, Cumulative,
$100 Par Value, as to dividends or assets, if such borrowed funds
have an effective interest cost to the Corporation (computed in
accordance with generally accepted financial practice) or such
stock has an effective dividend cost to the Corporation (so
computed) of less than 9.9901% per annum; and

(d) be subject to redemption as and for a sinking fund as
follows: on July 1, 1991, and on each July 1 thereafter (each
such date being hereinafter referred to as a "9% Sinking Fund
Redemption Date"), for so long as any shares of the 9% Preferred
Stock, Cumulative, $100 Par Value, shall remain outstanding, the
Corporation shall redeem, out of funds legally available
therefor, 70,000 shares of the 9% Preferred Stock, Cumulative,
$100 Par Value, (or the number of shares than outstanding if less
than 70,000) at the sinking fund redemption price of $100 per
share plus, as to each share so redeemed, an amount equivalent to
the accumulated and unpaid dividends thereon, if any, to the date
of redemption (the obligation of the Corporation so to redeem the
shares of the 9% Preferred Stock, Cumulative, $100 Par Value,
being hereinafter referred to as the "9% Sinking Fund
Obligation"); the 9% Sinking Fund Obligation shall be cumulative;
if on any 9.% Sinking Fund Redemption Date, the Corporation shall
not have funds legally available therefor sufficient to redeem
the full number of shares required to be redeemed on that date,
the 9% Sinking Fund Obligation with respect to the shares not
redeemed shall carry forward to each successive 9% Sinking Fund
Redemption Date until such shares shall have been redeemed;
whenever on any 9% Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of the 9%
Sinking Fund Obligation and all other sinking fund and similar
obligations than existing with respect to any other class or
series of its stock ranking on a parity as to dividends or assets
with the 9% Preferred Stock, Cumulative, $100 Par Value (such
obligation and obligations collectively being hereinafter
referred to as the "Total Sinking Fund Obligations"), are
insufficient to permit the Corporation to satisfy fully its Total
Sinking Fund Obligation on that date, the Corporation shall apply
to the satisfaction on its 9% Sinking Fund Obligation on that
date that proportion of such legally available funds which is
equal to the ratio of such 9% Sinking Fund Obligation to such
Total Sinking Fund Obligation; the Corporation shall be entitled,
at its election, to credit against its 9% Sinking Fund Obligation
on any 9% Sinking Fund Redemption Date any shares of the
Preferred Stock, Cumulative, $100 Par Value, theretofore
redeemed (other than shares of the 9% Preferred Stock,
Cumulative, $100 Par Value, redeemed pursuant to the 9% Sinking
Fund Obligation) purchased or otherwise acquired and not
previously credited against the 9% Sinking Fund Obligation.

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Statement of Cancellation of Shares

September 1, 1986

Pursuant to the provisions of Section 79-3-133 of the
Mississippi Code of 1972, the undersigned Corporation submits the
following statement of cancellation of redeemable shares by
redemption:

1. The name of the corporation is Mississippi Power & Light
Company.

2. The number of redeemable shares cancelled through
redemption is 20,000 shares of 17% preferred stock,
cumulative, $100 par value.

3. The aggregate number of issued shares, itemized by class
and series, after giving effect to such cancellation is
as follows:

(a) 6,275,000 shares of common stock, without par
value;
(b) 59,920 shares of 4.36% preferred stock, cumulative,
$100 par value;
(c) 43,888 shares of 4.56% preferred stock, cumulative,
$100 par value;
(d) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(e) 75,000 shares of 9.16% preferred stock, cumulative,
$100 par value;
(f) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(g) 180,000 shares of 17% preferred stock, cumulative,
$100 par value;
(h) 100,000 shares of 14.75% preferred stock,
cumulative, $100 par value;
(i) 100,000 shares of 12% preferred stock, cumulative,
$100 par value;
(j) 150,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(k) 350,000 shares of 9% preferred stock, cumulative,
$100 par value;

4. The amount, expressed in dollars, of the stated capital
of the Corporation, after giving effect to such
cancellation is $270,205,800.00.

5. The Restated Articles of Incorporation of the
Corporation provide that the cancelled shares shall not
be reissued, and the number of shares which the
Corporation has authority to issue, itemized by class,
after giving effect to such cancellation, is as follows:

(a) 15,000,000 shares of common stock, without par
value, 6,275,000 of such shares being issued and
outstanding at the date hereof; and
(b) 1,984,476 shares of preferred stock, 1,258,808
shares of which are issued and outstanding as
outlined above.

Dated this the 10th day of December, 1986.

MISSISSIPPI POWER & LIGHT COMPANY

By /s/ Frank S. York, Jr.
Frank S. York, Jr.
Senior Vice President,
Chief Financial Officer
and Secretary

By /s/ A. H. Mapp
A. H. Mapp
Assistant Secretary and
Assistant Treasurer

STATE OF MISSISSIPPI

COUNTY OF MINDS

I, Joy L. Spears, a Notary Public, do hereby certify that on
this 10th day of December, 1986, personally appeared before me
Frank S. York, Jr., who, being by me first duly sworn, declared
that he is Senior Vice President, Chief Financial Officer and
Secretary of Mississippi Power & Light Company, a Mississippi
corporation, that he executed the foregoing document as Senior
Vice President, Chief Financial Officer and Secretary of the
Corporation, and that the statements therein contained are true.

/s/ Joy L. Spears
Joy L. Spears, Notary Public
My Commission Expires:

________________________

STATE OF MISSISSIPPI

COUNTY OF MINDS

I, Joy L. Spears, a Notary Public, do hereby certify that on
this 10th day of December, 1986, personally appeared before me A.
H. Mapp, who, being by me first duly sworn, declared that he is
Assistant Secretary and Assistant Treasurer of Mississippi Power
& Light Company, a Mississippi corporation, that he executed the
foregoing document as Senior Vice President, Chief Financial
Officer and Secretary of the Corporation, and that the statements
therein contained are true.

/s/ Joy L. Spears
Joy L. Spears, Notary Public

My Commission Expires:

________________________

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Statement of Cancellation of Shares

November 1, 1986

Pursuant to the provisions of Section 79-3-133 of the
Mississippi Code of 1972, the undersigned Corporation submits the
following statement of cancellation of redeemable shares by
redemption:

1. The name of the corporation is Mississippi Power & Light
Company.

2. The number of redeemable shares cancelled through
redemption is 180,000 shares of 17% preferred stock,
cumulative, $100 par value.

3. The aggregate number of issued shares, itemized by class
and series, after giving effect to such cancellation is
as follows:

(a) 6,275,000 shares of common stock, without par
value;
(b) 59,920 shares of 4.36% preferred stock, cumulative,
$100 par value;
(c) 43,888 shares of 4.56% preferred stock, cumulative,
$100 par value;
(d) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(e) 75,000 shares of 9.16% preferred stock, cumulative,
$100 par value;
(f) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(g) 100,000 shares of 14.75% preferred stock,
cumulative, $100 par value;
(h) 100,000 shares of 12% preferred stock, cumulative,
$100 par value;
(i) 150,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(j) 350,000 shares of 9% preferred stock, cumulative,
$100 par value;

4. The amount, expressed in dollars, of the stated capital
of the Corporation, after giving effect to such
cancellation is $252,205,800.00.

(a) 15,000,000 shares of common stock, without par
value, 6,275,000 of such shares being issued and
outstanding at the date hereof; and
(b) 1,804,476 shares of preferred stock, 1,078,808
shares of which are issued and outstanding as
outlined above.

Dated this the 10th day of December, 1986.

MISSISSIPPI POWER & LIGHT COMPANY

By /s/ Frank S. York, Jr.
Frank S. York, Jr.
Senior Vice President,
Chief Financial Officer
and Secretary

By /s/ A. H. Mapp
A. H. Mapp
Assistant Secretary and
Assistant Treasurer

STATE OF MISSISSIPPI

COUNTY OF MINDS

/s/ Joy L. Spears
Joy L. Spears, Notary Public

My Commission Expires:

________________________

STATE OF MISSISSIPPI

COUNTY OF MINDS

/s/ Joy L. Spears
Joy L. Spears, Notary Public

My Commission Expires:

________________________

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Statement of Cancellation of Shares

November 1, 1986

Pursuant to the provisions of Section 79-3-133 of the
Mississippi Code of 1972, the undersigned Corporation submits the
following statement of cancellation of redeemable shares by
redemption:

1. The name of the corporation is Mississippi Power & Light
Company.

2. The number of redeemable shares cancelled through
redemption is 100,000 shares of 14.75% preferred stock,
cumulative, $100 par value.

3. The aggregate number of issued shares, itemized by class
and series, after giving effect to such cancellation is
as follows:

(a) 6,275,000 shares of common stock, without par
value;
(b) 59,920 shares of 4.36% preferred stock, cumulative,
$100 par value;
(c) 43,888 shares of 4.56% preferred stock, cumulative,
$100 par value;
(d) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(e) 75,000 shares of 9.16% preferred stock, cumulative,
$100 par value;
(f) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(g) 100,000 shares of 12% preferred stock, cumulative,
$100 par value;
(h) 150,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(i) 350,000 shares of 9% preferred stock, cumulative,
$100 par value;

4. The amount, expressed in dollars, of the stated capital
of the Corporation, after giving effect to such
cancellation is $242,205,800.00.

(a) 15,000,000 shares of common stock, without par
value, 6,275,000 of such shares being issued and
outstanding at the date hereof; and
(b) 1,704,476 shares of preferred stock, 978,808 shares
of which are issued and outstanding as outlined
above.

Dated this the 10th day of December, 1986.

MISSISSIPPI POWER & LIGHT COMPANY

By /s/ Frank S. York, Jr.
Frank S. York, Jr.
Senior Vice President,
Chief Financial Officer
and Secretary

By /s/ A. H. Mapp
A. H. Mapp
Assistant Secretary and
Assistant Treasurer

STATE OF MISSISSIPPI

COUNTY OF MINDS

/s/ Joy L. Spears
Joy L. Spears, Notary Public

My Commission Expires:

________________________

STATE OF MISSISSIPPI

COUNTY OF MINDS

/s/ Joy L. Spears
Joy L. Spears, Notary Public

My Commission Expires:

________________________

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Statement of Resolution Establishing Series of Shares

January 13, 1987

Dated this the 13th day of January, 1987.

MISSISSIPPI POWER & LIGHT COMPANY

By /s/ D. C. Lutken
D. C. Lutken
President, Chairman of
the Board and Chief
Executive Officer

By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary

<PAGE>

STATE OF MISSISSIPPI

COUNTY OF MINDS

I, Joy L. Spears, a Notary Public, do hereby certify that on
this January 13, 1987, personally appeared before me D. C.
Lutken, who, being by me first duly sworn, declared that he is
President, Chairman of the Board and Chief Executive Officer of
Mississippi Power & Light Company, a Mississippi corporation,
that he executed the foregoing document as President, Chairman of
the Board and Chief Executive Officer of the Corporation, and
that the statements therein contained are true.

/s/ Joy L. Spears
Joy L. Spears, Notary Public

My Commission Expires:

________________________

STATE OF MISSISSIPPI

COUNTY OF MINDS

I, Joy L. Spears, a Notary Public, do hereby certify that on
this January 13, 1987, personally appeared before me G. A. Goff,
who, being by me first duly sworn, declared that he is Senior
Vice President, Chief Financial Officer and Secretary of
Mississippi Power & Light Company, a Mississippi corporation,
that he executed the foregoing document as Senior Vice President,
Chief Financial Officer and Secretary of the Corporation, and
that the statements therein contained are true.

/s/ Joy L. Spears
Joy L. Spears, Notary Public

My Commission Expires:

________________________

<PAGE>

RESOLVED That there is hereby established a series of the
Preferred Stock of Mississippi Power & Light Company as follows:

A series of 350,000 shares of the Preferred Stock shall:

(a) be designated "9.76% Preferred Stock, Cumulative, $100
Par Value;"

(b) have a dividend rate of $9.76 per share per annum
payable quarterly on February 1, May 1, August 1, and November 1
of each year, the first dividend date to be May 1, 1987, and such
dividends to be cumulative from the date of issuance;

(c) be subject to redemption at the price of $109.76 per
share if redeemed on or before January 1, 1988, of $108.68 per
share if redeemed after January 1, 1988, and on or before January
1, 1989, of $107.60 per share if redeemed after January 1, 1989,,
and on or before January 1, 1990, of $106.51 per share if
redeemed after January 1, 1990, and on or before January 1, 1991,
of $105.43 per share if redeemed after January 1, 1991, and on or
before January 1, 1992, of $104.34 per share if redeemed after
January 1, 1992, and on or before January 1, 1993, of $103.26 per
share if redeemed after January 1, 1993, and on or before January
1, 1994, of $102.17 per share if redeemed after January 1, 1994,
and on or before January 1, 1995, of $101.09 per share if
redeemed after January 1, 1995, and on or before January 1, 1996,
and of $100.00 per share if redeemed after January 1, 1996, in
each case plus an amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date fixed for redemption;
provided, however, that no share of the 9.76% Preferred Stock,
Cumulative, $100 Par Value, shall be redeemed prior to January 1,
1992, if such redemption is for the purpose or in anticipation of
refunding such share through the use, directly or indirectly, of
funds borrowed by the Corporation, or through the use, directly
or indirectly, of funds derived through the issuance by the
Corporation of stock ranking prior to or on a parity with the
9.76% Preferred Stock, Cumulative, $100 Par Value, as to
dividends or assets, if such borrowed funds have an effective
interest cost to the Corporation (computed in accordance with
generally accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed) of less
than 9.9165% per annum; and

(d) be subject to redemption as and for a sinking fund as
follows: on January 1, 1993, and on each January 1 thereafter
(each such date being hereinafter referred to as a "9.76% Sinking
Fund Redemption Date"), for so long as any shares of the 9.76%
Preferred Stock, Cumulative, $100 Par Value, shall remain
outstanding, the Corporation shall redeem, out of funds legally
available therefor, 70,000 shares of the 9.76% Preferred Stock,
Cumulative, $100 Par Value, (or the number of shares than
outstanding if less than 70,000) at the sinking fund redemption
price of $100 per share plus, as to each share so redeemed, an
amount equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the obligation of the
Corporation so to redeem the shares of the 9.76% Preferred Stock,
Cumulative, $100 Par Value, being hereinafter referred to as the
"9.76% Sinking Fund Obligation"); the 9.76% Sinking Fund
Obligation shall be cumulative; if on any 9.76% Sinking Fund
Redemption Date, the Corporation shall not have funds legally
available therefor sufficient to redeem the full number of shares
required to be redeemed on that date, the 9.76% Sinking Fund
Obligation with respect to the shares not redeemed shall carry
forward to each successive 9.76% Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever on any 9.76%
Sinking Fund Redemption Date, the funds of the Corporation
legally available for the satisfaction of the 9.76% Sinking Fund
Obligation and all other sinking fund and similar obligations
than existing with respect to any other class or series of its
stock ranking on a parity as to dividends or assets with the
9.76% Preferred Stock, Cumulative, $100 Par Value (such
obligation and obligations collectively being hereinafter
referred to as the "Total Sinking Fund Obligations"), are
insufficient to permit the Corporation to satisfy fully its Total
Sinking Fund Obligation on that date, the Corporation shall apply
to the satisfaction on its 9.76% Sinking Fund Obligation on that
date that proportion of such legally available funds which is
equal to the ratio of such 9.76% Sinking Fund Obligation to such
Total Sinking Fund Obligation; the Corporation shall be entitled,
at its election, to credit against its 9.76% Sinking Fund
Obligation on any 9.76% Sinking Fund Redemption Date any shares
of the Preferred Stock, Cumulative, $100 Par Value, theretofore
redeemed (other than shares of the 9.76% Preferred Stock,
Cumulative, $100 Par Value, redeemed pursuant to the 9.76%
Sinking Fund Obligation) purchased or otherwise acquired and not
previously credited against the 9.76% Sinking Fund Obligation.

FURTHER RESOLVED That the officers of the Company are hereby
authorized and directed to execute, file, publish and record all
such statements and other documents, and to do and perform all
such other and further acts and things, as in the judgment of the
officer or officers taking such action may be necessary or
desirable for the purpose of causing the immediately preceding
resolution to become fully effective and of causing said
resolution to become and constitute an amendment of the Restated
Articles of Incorporation of the Company, all in the manner and
to the extent required by the Mississippi Business Corporation
Law.

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (Supp. 1987)

March 8, 1988

The undersigned corporation, pursuant to Section 79-4-6.31
of the Mississippi Code of 1972, as amended, submits the
following document and sets forth:

1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 5,000 shares of 12%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:
(a)15,000,000 shares of common stock, without par
value, 6,275,000 of such shares being issued and
outstanding at the date hereof; and
(b)1,699,476 shares of preferred stock, 1,323,808
shares of which are issued and outstanding in the
following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 95,000 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 150,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)350,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and

Dated this the 8th day of March, 1988.

MISSISSIPPI POWER & LIGHT COMPANY

By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary

By /s/ J. R. Martin
J. R. Martin
Treasurer and Assistant
Secretary

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (Supp. 1988)

January 19, 1989

The undersigned corporation, pursuant to Section 79-4-6.31
of the Mississippi Code of 1972, as amended, submits the
following document and sets forth:

1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 1,500 shares of 12%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:

(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,699,476 shares of preferred stock, 1,323,808
shares of which are issued and outstanding in the
following series:

(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 93,500 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 150,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)350,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and

Dated this the 19th day of January, 1989.

MISSISSIPPI POWER & LIGHT COMPANY

By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary

<PAGE>
REGISTERED AGENT/OFFICE STATEMENT OF CHANGE
(Mark appropriate box)

X DOMESTIC X PROFIT

FOREIGN NONPROFIT

1. Name of Corporation:
Mississippi Power & Light Company

Federal Tax ID: 64-0205830

2. Current street address of registered office:
308 East Pearl Street
Jackson, Mississippi 39201

3. New street address of registered office: (No change)

4. Name of current registered agent:
Donald C. Lutken or Robert C. Grenfell

5. Name of new registered agent:
Michael B. Bemis or Robert C. Grenfell

6. (Mark appropriate box)
(X) The undersigned hereby accepts designation as
registered agent for service of process.

/s/ Michael B. Bemis
/s/ Robert C. Grenfell

( ) Statement of written consent if attached.

7. ( ) Nonprofit. The street address of the registered
office and the street address of the
principal office of its registered
agent will be identical.
(X) Profit. The street address of the registered
office and the street address of the
business office of its registered agent
will be identical.

8. The corporation has been notified of the change of
registered office.

Mississippi Power & Light Company
Corporate Name

By: Michael B. Bemis, President and COO /s/ Michael B. Bemis
PRINTED NAME/CORPORATE TITLE SIGNATURE

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (Supp. 1988)

March 30, 1989

The undersigned corporation, pursuant to Section 79-4-6.31
of the Mississippi Code of 1972, as amended, submits the
following document and sets forth:

1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 8,500 shares of 12%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:

(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 85,000 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 150,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)350,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and

Dated this the 30th day of March, 1989.

MISSISSIPPI POWER & LIGHT COMPANY

By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (Supp. 1988)

March 30, 1989

The undersigned corporation, pursuant to Section 79-4-6.31
of the Mississippi Code of 1972, as amended, submits the
following document and sets forth:

1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 5,800 shares of 12%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:

(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,692,176 shares of preferred stock, 1,316,508
shares of which are issued and outstanding in the
following series:

(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 87,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 150,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)350,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and

Dated this the 30th day of March, 1989.

MISSISSIPPI POWER & LIGHT COMPANY

By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary

<PAGE>
ARTICLES OF CORRECTION
(Mark appropriate box)

X PROFIT NONPROFIT

The undersigned corporation, pursuant to Section 79-4-1.24 (if a
profit corporation) or Section 79-11-113 (if a nonprofit
corporation) of the Mississippi Code of 1972, as amended, hereby
executes the following document and sets forth:

1. The name of the corporation is:
Mississippi Power & Light Company

2. (Mark appropriate box.)
(X) The document to be corrected is Articles of
Amendment which became effective on March 31,
1989 (date).

( ) A copy of the document to be corrected is attached.

3. The aforesaid articles contain the following incorrect
statement:
See Attachment "A"

4. a. The reason such statement is incorrect is: The
reduction in the number of shares of the class and
series referred to in attachment A was incorrectly
states as 8,500, and should have been 5,800, which
incorrect statement is a component of certain other
statements made in the Articles of Amendment, all as
reflected in attachment "A".

b. The manner in which the execution of such document
was defective was:

5. The correction is as follows: Attachment "B", a new
executed form of Articles of Amendment, is substituted
in its entirety for the Articles of Amendment referred
to above.

6. The certificate of correction shall become effective on
March 31, 1989.

By: Mississippi Power & Light Company /s/ G. A. Goff
printed name/corporation title G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary

<PAGE>
ATTACHMENT "A"

The following incorrect statements were included in the
Articles of Amendment under Miss. Code Ann. Section 74-4-6.31
(Supp. 1988) dated March 30, 1989:

1. Paragraph 2 thereof provided as follows: "The
reduction in the number of authorized shares, itemized
by class and series, is 8,500 shares of 12% Preferred
Stock, Cumulative, $100 par value."

2. Paragraph 3(b) provided in part as follows: "1,699,476
shares of preferred stock, 1,323,808 shares of which
are issued and outstanding in the following series:

(vi) 85,000 shares of 12% preferred stock,
cumulative, $100 par value;

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (Supp. 1988)

November 2, 1989

The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (Supp. 1988), submits the following document
and sets forth:

1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 90,000 shares of 16.16%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:

(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,602,176 shares of preferred stock, 1,226,508
shares of which are issued and outstanding in the
following series:

(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $200 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 87,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 60,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)350,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and

Dated this the 2nd day of November, 1989.

MISSISSIPPI POWER & LIGHT COMPANY

By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (1972)

March 28, 1990

The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1972), submits the following document and sets
forth:

1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 10,000 shares of
12.009% Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:

(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,592,176 shares of preferred stock, 1,216,508
shares of which are issued and outstanding in the
following series:

(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $200 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 77,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 60,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)350,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and

Dated this the 30th day of March, 1990.

MISSISSIPPI POWER & LIGHT COMPANY

By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (1972)

November 2, 1990

The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1972), submits the following document and sets
forth:

1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 15,000 shares of 16.16%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:

(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,577,176 shares of preferred stock, 1,201,508
shares of which are issued and outstanding in the
following series:

(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 77,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 45,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)350,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and

Dated this the 2nd day of November, 1990.

MISSISSIPPI POWER & LIGHT COMPANY

By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary
<PAGE>
[Letterhead of Wise Carter Child & Caraway]

March 26, 1991

Ms. Sylvia Jacobs
Branch Supervisor-Corporations Business Services
Secretary of State of State of Mississippi
202 North Congress Street, Suite 601
Jackson, MS 39205

Re: Mississippi Power & Light Company
Articles of Amendment

Dear Ms. Jacobs:

I received your Notice of Return regarding the Articles of
Amendment we recently filed for Mississippi Power & Light Company
under Section 79-4-6.31 of the Mississippi Code. Your Notice of
Return states that we must use Form C-3 provided in the Guide for
Domestic Corporations published by the Mississippi Secretary of
State.

I draw your attention to the fact that the Articles of
Amendment we are filing are being filed under Section 79-4-6.31
(1989) of the Mississippi Code, and not Section 79-4-10.06. I
agree that if we were filing Articles of Amendment under Section
79-4-10.06, the proper form to use would be Form C-3 provided by
the Mississippi Secretary of State. However, the Articles of
Amendment we are filing are being filed only because stock was
redeemed by the corporation and is now being cancelled.

We have used the form enclosed with this letter numerous
times in the past to file Articles of Amendment pursuant to
Section 79-4-6.31, after consultation with Ray Bailey. It is my
opinion that the form for the standard Articles of Amendment
would not be appropriate for the type of amendment we are filing,
and there is no place on the form to provide the information
required under Section 79-4-6.31. Accordingly, I am returning
our duplicate originals of the Articles of Amendment and request
that you file one among the records in your office, and return
the conformed copy, marked "Filed," to my attention at the above
address.

If you have any questions, please feel free to call at the
above direct dial number.

Very truly yours,

/s/ J. Michael Cockrell
J. Michael Cockrell

DMC/st
Enclosure

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (1989)

March 18, 1991

The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is (a) 80 shares of 4.36%
preferred stock, cumulative, $100 par value; (b) 588
shares of 4.56% preferred stock, cumulative, $100 par
value; and (c) 10,000 shares of 12% preferred stock,
cumulative, $100 par value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:

(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,566,508 shares of preferred stock, 1,191,508
shares of which are issued and outstanding in the
following series:

(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 67,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 45,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)350,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and

Dated this the 18th day of March, 1991.

MISSISSIPPI POWER & LIGHT COMPANY

By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (1989)

July 12, 1991

The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 70,000 shares of 9.00%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:

(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,496,508 shares of preferred stock, 1,121,508
shares of which are issued and outstanding in the
following series:

(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 67,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 45,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)280,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and

Dated this the 12th day of July, 1991.

MISSISSIPPI POWER & LIGHT COMPANY

By /s/ A. H. Mapp
A. H. Mapp
Assistant Treasurer and
Assistant Secretary

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (1989)

November 19, 1991

The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,481,508 shares of preferred stock, 1,106,508
shares of which are issued and outstanding in the
following series:

(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 67,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 30,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)280,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and

Dated this the 19th day of November, 1991.

MISSISSIPPI POWER & LIGHT COMPANY

By /s/ A. H. Mapp
A. H. Mapp
Assistant Treasurer and
Assistant Secretary

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (1989)

March 13, 1992

The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 10,000 shares of 12%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:

(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,471,508 shares of preferred stock, 1,096,508
shares of which are issued and outstanding in the
following series:

(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 57,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 30,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)280,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and

Dated this the 13th day of March, 1992.

MISSISSIPPI POWER & LIGHT COMPANY

By /s/ A. H. Mapp
Title: Assistant Secretary

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (1989)

July 15, 1992

The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)1,401,508 shares of preferred stock, 1,026,508
shares of which are issued and outstanding in the
following series:

(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 57,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 30,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)210,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and

Dated this the 15th day of July, 1992.

MISSISSIPPI POWER & LIGHT COMPANY

By /s/ A. H. Mapp
Title: Assistant Secretary

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment - Statement of Resolution
Establishing Series of Shares

October 22, 1992

Pursuant to the provisions of Section 79-4-6.02(d) of the
Mississippi Code of 1972 (Supp. 1989), Mississippi Power & Light
Company submits the following statement for the purpose of
establishing and designating a series of shares and fixing and
determining the relative rights and preferences thereof:

Dated this the 22nd day of October, 1992.

MISSISSIPPI POWER & LIGHT COMPANY

By /s/ A. H. Mapp
Allan H. Mapp
Assistant Secretary and
Assistant Treasurer
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Excerpts from the minutes of the Meeting
of the Board of Directors held on October 22, 1992

RESOLVED That there is hereby established a series of the
Preferred Stock of Mississippi Power & Light Company as follows:

A series of 200,000 shares of the Preferred Stock shall:

(a) be designated as the "8.36% Preferred Stock,
Cumulative, $100 Par Value";

(b) have a dividend rate of $8.36 per share per annum
payable quarterly on February 1, May 1, August 1, and November 1
of each year, the first dividend date to be February 1, 1993, and
such dividends to be cumulative from the date of issuance; and

(c) be subject to redemption at the price of $100 par share
plus an amount equivalent to the accumulated and unpaid dividends
thereon, if any, to the date fixed for redemption (except that no
share of the 8.36% Preferred Stock shall be redeemed on or before
October 1, 1997).

FURTHER RESOLVED That the officers of the Company are hereby
authorized and directed to execute, file and publish and record
all such statements and other documents, and to do and perform
all such other and further acts and things, as in the judgment of
the officer and officers taking such action may be necessary or
desirable for the purpose of causing the immediately preceding
resolution to become fully effective and of causing said
resolution to become and constitute an amendment of the Restated
Articles of Incorporation of the Company, all in the manner and
to the extent required by the Mississippi Business Corporation
Law.

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (1989)

November 6, 1992

The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)1,386,508 shares of preferred stock, 1,211,508
shares of which are issued and outstanding in the
following series:

(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 57,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 15,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)210,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(x) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.

Dated this the 6th day of November, 1993.

MISSISSIPPI POWER & LIGHT COMPANY

By /s/ A. H. Mapp
Title: Assistant Secretary

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (1989)

January 12, 1993

The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 70,000 shares of 9.76%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:

(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)1,316,508 shares of preferred stock, 1,141,508
shares of which are issued and outstanding in the
following series:

(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 57,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 15,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)210,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 280,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(x) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.

Dated this the 12th day of January, 1993.

MISSISSIPPI POWER & LIGHT COMPANY

By /s/ A. H. Mapp
Title: Assistant Secretary

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (1989)

March 10, 1993

The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

1. The name of the corporation is Mississippi Power & Light
Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 10,000 shares of 12.00%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:

(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)1,306,508 shares of preferred stock, 1,131,508
shares of which are issued and outstanding in the
following series:

(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 47,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 15,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)210,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 280,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(x) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.

Dated this the 10th day of March, 1993.

MISSISSIPPI POWER & LIGHT COMPANY

By /s/ A. H. Mapp
Title: Assistant Secretary

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (1989)

July 12, 1993

The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)1,236,508 shares of preferred stock, 1,061,508
shares of which are issued and outstanding in the
following series:

(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 47,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 15,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)140,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 280,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(x) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.

Dated this the 12th day of July, 1993.

MISSISSIPPI POWER & LIGHT COMPANY

By /s/ James W. Snider
Title: Assistant Secretary

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (1989)

November 15, 1993

The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)1,221,508 shares of preferred stock, 1,046,508
shares of which are issued and outstanding in the
following series:

(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 47,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 140,000 shares of 9% preferred stock,
cumulative, $100 par value;
(viii)280,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(ix) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.

Dated this the 15th day of November, 1993.

MISSISSIPPI POWER & LIGHT COMPANY

By /s/ James W. Snider
Title: Assistant Secretary

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-10.06 (1989)

February 4, 1994

The undersigned corporation, pursuant to Section 79-4-10.06
of the Mississippi Code of 1972, as amended, submits the
following document and sets forth:

1. The name of the corporation is Mississippi Power & Light
Company.
2. As evidenced by the attached Stockholder's Written
Approval of Amendment authorizing 1,500,000 additional
shares of Preferred Stock of the par value of $100 per
share, the following amendment of the Restated Articles
of Incorporation, as amended (the "Charter"), was
proposed by the Board of Directors of Mississippi Power
& Light Company on October 29, 1993, was adopted by the
stockholders of the Corporation entitled to vote on the
amendment on February 4, 1994, in accordance with and in
the manner prescribed by the laws of the State of
Mississippi and the Charter of Mississippi Power & Light
Company:

The first paragraph in Article FOURTH of the Charter is
amended to read as follows:

FOURTH: The aggregate number of shares which the
Corporation shall have authority to issue is
17,721,508 shares, divided into 2,721,508 shares of
Preferred Stock of the par value of $100 per share
and 15,000,000 shares of Common Stock without par
value.

3. Pursuant to the Laws of the State of Mississippi and the
Charter of Mississippi Power & Light Company, the
holders of Preferred Stock of the par value of $100 per
share were not entitled to vote on the amendment as a
separate voting group. The holders of the outstanding
shares of common stock were the only stockholders
entitled to vote on the amendment.

4. The number of shares of common stock of the corporation
outstanding at the time of such adoption was 8,666,357;
and the number of shares entitled to vote thereon was
8,666,357.

Dated this the 4th day of February, 1994.

MISSISSIPPI POWER & LIGHT COMPANY

By: /s/ Edwin Lupberger
Edwin Lupberger
Chairman of the Board and
Chief Executive Officer

By: /s/ Donald E. Meiners
Donald E. Meiners
President
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (1989)

March 17, 1994

The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)2,641,508 shares of preferred stock, 966,508 shares
of which are issued and outstanding in the following
series:

(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 37,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 140,000 shares of 9% preferred stock,
cumulative, $100 par value;
(viii)210,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(ix) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.

Dated this the 17th day of March, 1994.

MISSISSIPPI POWER & LIGHT COMPANY

By: /s/ J. W. Snider, Jr.
Assistant Secretary

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (1989)

August 1, 1994

The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)2,571,508 shares of preferred stock, 896,508 shares
of which are issued and outstanding in the following
series:

(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 37,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 70,000 shares of 9% preferred stock,
cumulative, $100 par value;
(viii)210,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(ix) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.

Dated this the 1st day of August, 1994.

MISSISSIPPI POWER & LIGHT COMPANY

By: /s/ J. W. Snider, Jr.
Assistant Secretary

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (1989)

January 18, 1995

The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)2,501,508 shares of preferred stock, 826,508 shares
of which are issued and outstanding in the following
series:

(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 37,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 70,000 shares of 9% preferred stock,
cumulative, $100 par value;
(viii)140,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(ix) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.

Dated this the 18th day of January, 1995.

MISSISSIPPI POWER & LIGHT COMPANY

By: /s/ J. W. Snider, Jr.
Assistant Secretary

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (1989)

March 7, 1995

The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)2,491,508 shares of preferred stock, 816,508 shares
of which are issued and outstanding in the following
series:

(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 27,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 70,000 shares of 9% preferred stock,
cumulative, $100 par value;
(viii)140,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(ix) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.

Dated this the 7th day of March, 1995.

MISSISSIPPI POWER & LIGHT COMPANY

By: /s/ J. W. Snider, Jr.
Assistant Secretary
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (1989)

July 20, 1995

The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)2,421,508 shares of preferred stock, 746,508 shares
of which are issued and outstanding in the following
series:

(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 27,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 140,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(ix) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.

Dated this the 20th day of July, 1995.

MISSISSIPPI POWER & LIGHT COMPANY

By: /s/ J. W. Snider, Jr.
Assistant Secretary
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (1989)

January 19, 1996

The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)2,351,508 shares of preferred stock, 676,508 shares
of which are issued and outstanding in the following
series:

(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 27,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 70,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(ix) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.

Dated this the 19th day of January, 1996.

MISSISSIPPI POWER & LIGHT COMPANY

By: /s/ J. W. Snider, Jr.
Assistant Secretary

<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (1989)

March 6, 1996

The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)2,341,508 shares of preferred stock, 666,508 shares
of which are issued and outstanding in the following
series:

(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 17,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 70,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(ix) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.

Dated this the 6th day of March, 1996.

MISSISSIPPI POWER & LIGHT COMPANY

By: /s/ J. W. Snider, Jr.
Assistant Secretary

<PAGE>
OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
P. O. Box 136, Jackson, MS 39205-0136 (601) 359-1333
Articles of Amendment

The undersigned persons, pursuant to Section 79-4-10.06 (if a
profit corporation) or Section 79-11-305 (if a nonprofit
corporation) of the Mississippi Code of 1972, hereby execute the
following document and set forth:

1. Type of Corporation

X Profit Nonprofit

2. Name of Corporation

Mississippi Power & Light Company

3. The future effective date is (Complete if applicable)

4. Set forth the text of each amendment adopted. (Attach page)

5. If an amendment for a business corporation provides for an
exchange, reclassification, or cancellation of issued
shares, set forth the provisions for implementing the
amendment if they are not contained in the amendment itself.
(Attach page)

6. The amendment(s) was (were) adopted on: 04/22/96

FOR PROFIT CORPORATION (Check the appropriate box)

Adopted by the incorporators directors without shareholder
action and shareholder action
was not required.

FOR NONPROFIT CORPORATION (Check the appropriate box)

Adopted by the incorporators board of directors without
member action and member
action was not required.

FOR PROFIT CORPORATION

7. If the amendment was approved by shareholders

(a) The designation, number of outstanding shares, number
of votes entitled to be cast by each voting group
entitled to vote separately on the amendment, and the
number of votes of each voting group indisputably
represented at the meeting were

No of No. of votes No. of votes
outstanding entitled to indisputably
Designation shares be case represented

Common Stock 8666357 8666357 8666357

(b) EITHER
(i) the total number of votes cast for and against the
amendment by each voting group entitled to vote
separately on the amendment was

Total no. of Total no. of
Voting Group votes case FOR votes case AGAINST

Common stock 8666357 0

OR
(ii) the total number of undistributed votes cast for
the amendment by each voting group was

Total no. of
Voting Group undisputed votes case FOR the plan

and the number of votes case for the amendment by each
voting group was sufficient for approval by that voting
group.

FOR NONPROFIT CORPORATION

8. If the amendment was approved by the members

(a) The designation, number of memberships outstanding,
number of votes entitled to be cast by each class
entitled to vote separately on the amendment, and the
number of votes of each class indisputably represented
at the meeting were

No. of No. of No. of votes
memberships votes entitled indisputably
Designation outstanding to be cast represented

(b) EITHER

(i) the total number of votes cast for and against the
amendment by each class entitled to vote separately on
the amendment was

Total no. of Total no. of
Voting votes cast FOR votes cast AGAINST

OR
(ii) the total number of undistributed votes cast for the
amendment by each class was

Total no. of undisputed
Voting class votes cast FOR the amendment

and the number of votes cast for the amendment by each voting
group was sufficient for approval by that voting group.

By: Signature /s/ Michael G. Thompson

Printed Name Michael G. Thompson

Title: Senior Vice President

The Restated Articles of Incorporation of Mississippi Power &
Light Company, as amended, are amended, effective April 22, 1996,
by deleting the title and article FIRST in their entirety and
replacing therefor the following:

RESTATED ARTICLES OF INCORPORATION

ENTERGY MISSISSIPPI, INC.

FIRST: The name of the Corporation is ENTERGY MISSISSIPPI, INC.

Any additional references to "Mississippi Power & Light
Company" in said Restated Articles of Incorporation, as amended,
are changed to "Entergy Mississippi, Inc."

<PAGE>
ENTERGY MISSISSIPPI, INC.

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (1989)

January 28, 1996

The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

1. The name of the corporation is Entergy Mississippi, Inc.
2. The reduction in the number of authorized shares,
itemized by class and series, is 70,000 shares of 9.76%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:

(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)2,271,508 shares of preferred stock, 596,508 shares
of which are issued and outstanding in the following
series:

(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 17,700 shares of 12% preferred stock,
cumulative, $100 par value; and
(vii) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.

Dated this the 28th day of January, 1997.

ENTERGY MISSISSIPPI, INC.

By: /s/ J. W. Snider, Jr.
Assistant Secretary
<PAGE>

OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
P. O. BOX 136, JACKSON, MS 39205-0136 (601)359-1333
ARTICLES OF CORRECTION
(Mark appropriate box)

The undersigned, pursuant to Section 79-4-1.24 (if a profit
corporation) or Section 79-11-113 (if a nonprofit corporation) of
the Mississippi Code of 1972, as amended, hereby executes the
following document and sets forth:

X PROFIT NONPROFIT

2. The name of the corporation is:
Mississippi Power & Light Company

3. (Mark appropriate box.)
(X) The document to be corrected is Articles of
Amendment which became effective on January 28,
1997 (date).

( ) A copy of the document to be corrected is attached.

4. The aforesaid articles contain the following incorrect
statement:
See Attachment "A"

5. a. The reason such statement is incorrect is: The
Articles of Amendment referred to above failed to reflect
the reduction in the number of authorized shares of
preferred stock of the 12% Series.

b. The manner in which the execution of such document
was defective was:

6. The correction is as follows: Attachment "B", a corrected
executed form of Articles of Amendment, is substituted
in its entirety for the Articles of Amendment referred
to above.

6. The certificate of correction shall become effective on
January 28, 1997.

By: Mississippi Power & Light Company /s/ J. W. Snider, Jr.
printed name/corporation title J. W. Snider, Jr.
Assistant Secretary

<PAGE>
Attachment A

The following incorrect statements were included in the
Articles of Amendment dated January 28, 1997:

1. The date on the face of the Articles of Amendment was
January 28, 1996.

2. Paragraph 2 failed to include in the reduction in the
number of authorized preferred shares 17,700 shares of 12%
Preferred Stock, Cumulative, $100 Par Value.

3. Paragraph 3(b) provided in part as follows:

"2,271,508 shares of Preferred Stock, 596,508 shares of
which are issued and outstanding in the following
series."

4. Paragraph 3(b)(vi) was included erroneously.

<PAGE>
ENTERGY MISSISSIPPI, INC.

Articles of Amendment Under Miss. Code Ann.

Section 79-4-6.31 (1989)

January 28, 1997

The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and sets
forth:

1. The name of the corporation is Entergy Mississippi, Inc.
2. The reduction in the number of authorized shares,
itemized by class and series, is (a) 17,700 shares of
12% Preferred Stock, Cumulative, $100 Par Value and (b)
70,000 shares of 9.76% Preferred Stock, Cumulative, $100
Par Value.
3. The total number of authorized shares, itemized by class
and series, remaining after reduction of the shares is
as follows:

(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)2,253,808 shares of preferred stock, 578,808 shares
of which are issued and outstanding in the following
series:

Dated this the 28th day of January, 1997.

ENTERGY MISSISSIPPI, INC.

By: /s/ J. W. Snider, Jr.
Assistant Secretary

Exhibit B-19(a)

CERTIFICATE OF INCORPORATION
OF
ENTERGY YACYRETA I, INC.

THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the
General Corporation Law of the State of Delaware does hereby
certify as follows:

FIRST: The name of the Corporation is Entergy Yacyreta I, Inc.

SECOND: The registered office of the Corporation is to be located
at 1209 Orange Street, in the City of Wilmington, in the County
of New Castle, in the State of Delaware. The name of its
registered agent at that address is The Corporation Trust
Company.

THIRD: The purpose of the Corporation is to engage in any lawful
act or activity for which a corporation may be organized under
the General Corporation Law of Delaware as presently in effect or
as may hereinafter be amended.

FOURTH: The total number of shares of capital stock which the
Corporation is authorized to issue is 1,000 shares of capital
stock having no par value per share and of one class; such class
is hereby designated as common stock.

FIFTH: No stockholder shall be entitled as a matter of right to
subscribe for, purchase or receive any shares of the stock or any
rights or options of the Corporation which it may issue or sell,
whether out of the number of shares authorized by this
Certificate of Incorporation or by amendment thereof or out of
the shares of the stock of the Corporation acquired by it after
the issuance thereof, nor shall any stockholder be entitled as a
matter of right to purchase or subscribe for or receive any
bonds, debentures or other obligations which the Corporation may
issue or sell that shall be convertible into or exchangeable for
stock or to which shall be attached or appertain any warrant to
warrants or other instrument or instruments that shall confer
upon the holder or owner of such obligation the right to
subscribe for or purchase from the Corporation any share of its
capital stock, but all such additional issues of stock, rights,
options, or of bonds, debentures or other obligations convertible
into or exchangeable for stock or to which warrants shall be
attached or appertain or which shall confer upon the holder the
right to subscribe for or purchase any shares of stock may be
issued and disposed of by the Board of Directors to such persons
and upon such terms as in their absolute discretion they may deem
advisable, subject only to such limitations as may be imposed in
this Certificate of Incorporation or in any amendment thereto.

SIXTH: An annual meeting of stockholders shall be held for the
election of Directors and the transaction of such other business
as may properly come before said meeting. Special meetings of the
stockholders of the Corporation shall be held whenever called in
the manner required by the laws of the State of Delaware or for
purposes as to which there are special statutory provisions, and
for other purposes whenever called by resolution of the Board of
Directors, or by the Chairman of the Board, the President, or the
holders of a majority of the issued and outstanding shares of the
common stock of the Corporation. Except as otherwise provided
herein, any such annual or special meeting of stockholders shall
be held on a date and at a time and place as may be designated by
or in the manner provided in the By-Laws.

SEVENTH: The name and mailing address of the Incorporator is
James M. Saxton, 2000 First Commercial Building, 400 West Capitol
Avenue, Little Rock, Arkansas 72201.

EIGHTH: The number of Directors which shall constitute the whole
Board shall be not less than one (1) nor more than ten (10).
Within such limits, the number of Directors shall be fixed and
may be altered from time to time, as provided in the By-Laws.
Election of Directors need not be by ballot unless the By-Laws so
provide. Directors need not be stockholders. Directors shall be
elected at the annual meeting of the stockholders of the
Corporation, except as herein provided, to serve until the next
annual meeting of stockholders and until their respective
successors are duly elected and have qualified. Vacancies
occurring among the Directors (other than in the case of removal
of a Director) shall be filled by a majority vote of the
Directors then in office with the consent of the holders of a
majority of the issued and outstanding common stock of the
Corporation, or by the sole remaining Director with the consent
of the holders of a majority of the issued and outstanding common
stock of the Corporation, or by resolution duly adopted by the
holders of a majority of the issued and outstanding common stock
of the Corporation, at a special meeting held for such purpose,
or by action taken in lieu of such meeting, or at the next annual
meeting of stockholders following any vacancy. At any meeting of
stockholders of the Corporation called for the purpose, the
holders of a majority of the issued and outstanding shares of the
common stock of the Corporation may remove from office, with or
without cause, any or all of the Directors and the successor of
any Director so removed shall be elected by the holders of a
majority of the issued and outstanding common stock of the
Corporation at such meeting or at a later meeting.

NINTH: All corporate powers shall be exercised by the Board of
Directors of the Corporation except as otherwise provided by law
or by this Certificate of Incorporation or by any By-Laws from
time to time passed by the stockholders (provided, however, that
no By-Law so created shall invalidate any prior act of the
Directors which was valid in the absence of such By-Law). In
furtherance and not in limitation of the powers conferred by law,
the Board of Directors is expressly authorized (a) to make,
alter, amend, and repeal the By-Laws of the Corporation, subject
to the power of the stockholders, to alter, amend or repeal such
By-Laws, (b) to authorize and cause to be executed mortgages and
liens upon all or any part of the property of the Corporation;
(c) to determine the use and disposition of any surplus or net
profits; and (d) to fix the times for the declaration and payment
of dividends.

TENTH: Directors, as such, shall not receive any stated salary
for their services, but, by resolution of the Board of Directors,
a fixed sum and expenses of attendance, if any, may be allowed
for attendance at each regular, special or committee meeting of
the Board; provided that nothing herein contained shall be
construed to preclude any Director from serving the Corporation
in any other capacity and receiving compensation therefor.

ELEVENTH: When and as authorized by the affirmative vote of the
holders of a majority of the common stock of the Corporation,
issued and outstanding, given at a stockholders' meeting duly
called for that purpose, or when authorized by the written
consent of the holders of a majority of the common stock of the
Corporation issued and outstanding, the Board of Directors may
cause the Corporation to sell, lease or exchange all or
substantially all, of its property and assets, including its good
will and its corporate franchises, upon such terms and conditions
and for such consideration, which may be whole or in part shares
of stock in, and/or other securities of, any other corporation or
corporations, as the Board of Directors shall deem expedient and
for the best interests of the Corporation.

TWELFTH: The Board of Directors may not cause the Corporation to
merge or consolidate with or into any other corporation or
corporations, unless such merger or consolidation shall have been
authorized by the affirmative vote of the holders of a majority
of the common stock of the Corporation, issued and outstanding,
given at a stockholders' meeting called for that purpose, or
authorized by the written consent of the holders of a majority of
the common stock of the Corporation issued and outstanding.

THIRTEENTH: To the fullest permitted by the laws of the State of
Delaware, or any other applicable law presently or hereafter in
affect, a Director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for or with
respect to any acts or omissions in the performance of his
duties.

Any repeal or modifications of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any
right or protection of a Director of the Corporation existing at
the time of such repeal or modification.

FOURTEENTH: If after the date of adoption of this Certificate of
Incorporation any provision of this Certificate of Incorporation
is invalidated on any grounds by any court of competent
jurisdiction, then only such provision shall be deemed
inoperative and null and void and the remainder of this
Certificate of Incorporation shall not be affected thereby.

FIFTEENTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of
Incorporation in the manner now or hereafter prescribed by law,
and all rights and powers conferred herein on stockholders,
Directors and officers are subject to this reserved power.

IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of,
August, 1994.
Incorporator:

James M. Saxton
2000 First Commercial Bldg.
400 W. Capitol Ave.
Little Rock, Arkansas 72201

In the presence of:

<PAGE>

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE

I, Edward J. Freel, Secretary of State of the State of
Delaware, do hereby certify the attached is a true and correct
copy of the Certificate of Amendment of "EP Yacyreta, Inc.",
changing its name from "EP Yacyreta, Inc." to "Entergy Power
Marketing Corp.", filed in this office on the seventeenth day of
May, A.D. 1995, at 11 o'clock A.M.

A certified copy of this certificate has been forwarded to
the New Castle County recorded of deeds for recording.

Edward J. Freel, Secretary of State

Authentication: 7642863
Date: 09-18-95

<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
BEFORE PAYMENT OF CAPITAL
OF
EP YACYRETA, INC.

I, the undersigned, being the incorporator of EP YACYRETA,
INC., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,

DO HEREBY CERTIFY:

FIRST: That Article First of the Certificate of
Incorporation be and it hereby is amended to read as follows:

The name of the corporation is Entergy Power Marketing
Corporation.

SECOND: That the corporation has not received any payment
for any of its stock.

THIRD: That the amendment was duly adopted in accordance
with the provisions of section 241 of the General Corporation Law
of the State of Delaware.

IN WITNESS WHEREOF, I have signed this certificate this 17th day
of May 1995.

James M. Saxton

Exhibit B-19(b)

BY-LAWS

ENTERGY POWER MARKETING CORP.

ARTICLE I

Offices

The registered office of the Corporation shall be

in the City of Wilmington, County of New Castle, State of

Delaware. The Corporation also may have offices at such

other places, both within and without the State of Delaware,

as from time to time may be designated by the Board of

Directors.

ARTICLE II

Books

The books and records of the Corporation may be

kept (except as otherwise provided by the laws of the State

of Delaware) outside the State of Delaware and at such place

or places as from time to time may be designated by the

Board of Directors.

ARTICLE III

Meetings of Stockholders

Section 1. Annual Meetings. Each annual meeting

of the stockholders shall be held (i) at a time fixed by the

Board of Directors, on the third Friday in May, if not a

legal holiday; (ii) if a legal holiday, then at the same

time on the next business day which is not a legal holiday;

or (iii) at such date and time during such calendar year as

shall be stated in the notice of the meeting or in a duly

executed waiver of notice thereof. The annual meeting of

the stockholders shall be held at the principal business

office of the Corporation or at such other place or places

either within or without the State of Delaware as may be

designated by the Board of Directors and stated in the

notice of the meeting. At each such meeting, the

stockholders shall elect by a plurality vote a Board of

Directors, and transact such other business as may come

before the meeting.

Written notice of the time and place designated

for the annual meeting of the stockholders of the

Corporation shall be delivered personally or mailed to each

stockholder entitled to vote thereat not less than ten (10)

and not more than sixty (60) days prior to said meeting, but

at any meeting at which all stockholders shall be present,

or of which all stockholders not present have waived notice

in writing, the giving of notice as above described may be

dispensed with. If mailed, said notice shall be directed to

each stockholder at his address as the same appears on the

stock ledger of the Corporation unless he shall have filed

with the Secretary of the Corporation a written request that

notices intended for him be mailed to some other address, in

which case it shall be mailed to the address designated in

such request.

Section 2. Special Meetings. Special meetings of

the stockholders of the Corporation shall be held whenever

called in the manner required by the laws of the State of

Delaware for purposes as to which there are special

statutory provisions, and for such other purposes as

required or permitted by the Certificate of Incorporation or

otherwise, whenever called by resolution of the Board of

Directors, or by the Chairman of the Board, the President,

or the holders of a majority of the issued and outstanding

shares of the common stock of the Corporation. Any such

special meeting of stockholders may be held at the principal

business office of the Corporation or at such other place or

places, either within or without the State of Delaware, as

may be specified in the notice thereof. Business transacted

at any special meeting of stockholders of the Corporation

shall be limited to the purposes stated in the notice

thereof. Except as otherwise expressly required by the laws

of the State of Delaware or the Certificate of

Incorporation, written notice of each special meeting,

stating the day, hour and place, and in general terms

the business to be transacted thereat, shall be delivered

personally or mailed to each stockholder entitled to vote

thereat not less than ten (10) and not more than sixty (60)

days before the meeting. If mailed, said notice shall be

directed to each stockholder at his address as the same

appears on the stock ledger of the Corporation unless he

shall have filed with the Secretary of the Corporation a

written request that notices intended for him be mailed to

some other address, in which case it shall be mailed to the

address designated in said request. At any special meeting

at which all stockholders shall be present, or of which all

stockholders not present have waived notice in writing, the

giving of notice as above described may be dispensed with.

Section 3. Quorum. At any meeting of the

stockholders of the Corporation, except as otherwise

expressly provided by the laws of the State of Delaware or

the Certificate of Incorporation, there must be present,

either in person or by proxy, in order to constitute a

quorum, stockholders owning a majority of the issued and

outstanding shares of the common stock of the Corporation

entitled to vote at said meeting. At any meeting of

stockholders at which a quorum is not present, the holders

of, or proxies for, a majority of the common stock which is

represented at such meeting, shall have power to adjourn the

meeting from time to time, without notice other than

announcement at the meeting, until a quorum shall be present

or represented. At such adjourned meeting at which a quorum

shall be present or represented, any business may be

transacted which might have been transacted at the meeting

as originally noticed. If the adjournment is for more than

thirty (30) days, or if after the adjournment a new record

date is fixed for the adjourned meeting, a notice of the

adjourned meeting shall be given to each stockholder of

record entitled to vote at the meeting.

Section 4. Voting. Each holder of record of the

common stock of the Corporation shall, at every meeting of

the stockholders of the Corporation, be entitled to one (1)

vote for each share of common stock standing in his name on

the books of the Corporation, and such votes may be cast

either in person or by proxy, appointed by an instrument in

writing, subscribed by such stockholder or by his duly

authorized attorney, and filed with the Secretary before

being voted on, but no proxy shall be voted after three (3)

years from its date, unless said proxy provides for a longer

period. Except as otherwise required by the laws of the

State of Delaware or the Certificate of Incorporation, the

holders of the common stock of the Corporation shall

exclusively possess all voting power for the election of

Directors and for all other purposes and are entitled to

vote on each matter to be voted on at a stockholders'

meeting.

The vote on all elections of Directors and other

questions before the meeting need not be by ballot, except

upon demand by the holders of the majority of the shares of

the common stock of the Corporation present in person or by

proxy.

When a quorum is present at any meeting of the

stockholders of the Corporation, the vote of the holders of

a majority of the shares of the common stock of the

Corporation and present in person or represented by proxy

shall decide any question brought before such meeting,

unless the question is one upon which, under any provision

of the laws of the State of Delaware or of the Certificate

of Incorporation, a different vote is required, in which

case such provision shall govern and control the decision of

such question.

Whenever the vote of the holders of the common

stock of the Corporation at a meeting thereof is required or

permitted to be taken in connection with any corporate

action by any provision of the laws of the State of Delaware

or of the Certificate of Incorporation, such corporate

action may be taken without a meeting, without prior notice

and without a vote, if a consent in writing, setting forth

the action so taken, shall be signed by the holders of

outstanding common stock of the Corporation having not less

than the minimum number of votes that would be necessary to

authorize or take such action at a meeting at which all

shares entitled to vote thereon were present and voted.

Prompt notice of the taking of the corporate action without

a meeting by less than unanimous written consent shall be

given to those stockholders who have not consented thereto

in writing.

Section 5. List of Stockholders. The officer of

the Corporation who shall have charge of the stock ledger of

the Corporation shall prepare and make, at least ten (10)

days before every meeting of stockholders, a complete list

of the stockholders entitled to vote at said meeting,

arranged in alphabetical order and showing the address of

each stockholder and the number of shares registered in the

name of each stockholder. Such list shall be open to the

examination of any stockholder, for any purpose germane to

the meeting, during ordinary business hours for a period of

at least ten (10) days prior to the meeting, either at a

place within the city where the meeting is to be held, which

place shall be specified in the notice of the meeting, or,

if not so specified, at the place where the meeting is to be

held. The list also shall be produced and kept at the time

and place of the meeting during the whole time thereof, and

may be inspected by any stockholder who is present.

Section 6. Organization. The Chairman of the

Board or the President, or in their absence, any Vice

President, shall call to order meetings of the stockholders

and shall act as chairman of such meetings. The Board of

Directors or the stockholders may appoint any stockholder or

any Director or officer of the Corporation to act as

chairman of any meeting in the absence of the Chairman of

the Board, the President and all of the Vice Presidents.

The Secretary of the Corporation shall act as

secretary of all meetings of the stockholders, but in the

absence of the Secretary the presiding officer may appoint

any other person to act as secretary of any meeting.

ARTICLE IV
Directors

Section 1. Powers. The business and affairs of

the Corporation shall be managed by the Board of Directors

which may exercise all such powers and do all such acts and

things as may be exercised or done by the Corporation;

subject, nevertheless, to the provisions of the laws of the

State of Delaware, the Certificate of Incorporation, and any

By-Laws from time to time passed by the stockholders;

provided, however, that no By-Law so created shall

invalidate any prior act of the Directors which was valid in

the absence of such By-Law.

Section 2. Number of Directors. The number of

Directors which shall constitute the whole Board shall be

not less than one (1) nor more than ten (10). Within such

limits, the number of Directors may be fixed from time to

time by vote of the stockholders or of the Board of

Directors at any regular or special meeting. Directors need

not be stockholders. Directors shall be elected at the

annual meeting of the stockholders of the Corporation,

except as herein provided, to serve until the next annual

meeting of stockholders and until their respective

successors are duly elected and have qualified.

Section 3. Vacancies. Vacancies occurring among

the Directors (other than in the case of removal of a

Director) shall be filled by a majority vote of the

Directors then in office with the consent of the holders of

a majority of the issued and outstanding common stock of the

Corporation, or by the sole remaining Director with the

consent of the holders of a majority of the issued and

outstanding common stock of the Corporation, or by

resolution duly adopted by the holders of a majority of the

issued and outstanding common stock of the Corporation, at a

special meeting held for such purpose, or by action taken in

lieu of such meeting, or at the next annual meeting of

stockholders following any vacancy.

Section 4. Removal. At any meeting of

stockholders of the Corporation called for the purpose, the

holders of a majority of the issued and outstanding shares

of the common stock of the Corporation may remove from

office, with or without cause, any or all of the Directors

and the successor of any Director so removed shall be

elected by the holders of a majority of the issued and

outstanding common stock of the Corporation at such meeting

or at a later meeting.

Section 5. Meetings. The first meeting of each

newly elected Board of Directors shall be held immediately

following the annual meeting of stockholders and at the same

place at which regular meetings of the Board of Directors

are held, or at such other time and place as may be provided

by resolution of the Board of Directors, and no notice of

such meeting shall be necessary to the newly elected

Directors in order legally to constitute a meeting, provided

a quorum is present. In the event that such first meeting

of the newly elected Board of Directors is not held at the

time and place authorized by the foregoing provision, the

meeting may be held at such time and place as shall be

specified in a notice given as hereinafter provided for

special meetings of the Board of Directors, or as shall be

specified in a written waiver signed by all the Directors.

Regular meetings of the Board of Directors may be held

without notice at such time and place, either within or

without the State of Delaware, as shall from time to time be

determined by resolutions of the Board of Directors.

Special meetings of the Board of Directors may be called by

the Chairman of the Board or by the President on reasonable

notice as provided in these By-Laws, and such meetings shall

be held at the principal business office of the Corporation

or at such other place or places, either within or without

the State of Delaware, as shall be specified in the notice

thereof. Directors present thereat, by majority vote, may

adjourn the meeting from time to time, without notice other

than an announcement at the meeting, until a quorum shall be

present. Except as may be otherwise specifically provided

by the laws of the State of Delaware, the Certificate of

Incorporation or these By-Laws, the affirmative vote of a

majority of the Directors present at the time of such vote

shall be the act of the Board of Directors if a quorum is

present.

Section 6. Notice of Meetings. Notice of any

meeting of the Board of Directors requiring notice shall be

given to each Director by personal delivery or by mail or by

telegram, in any case at least forty-eight (48) hours before

the time fixed for the meeting. At any meeting at which all

Directors shall be present, or at which all Directors not

present have waived notice in writing, the giving of notice

as above described may be dispensed with. Attendance of a

Director at a meeting shall constitute waiver of notice of

such meeting, except when such Director attends such meeting

for the express purpose of objecting, at the beginning of

such meeting, to the transaction of any business because

such meeting is not lawfully called or convened.

Section 7. Action by Consent. Unless otherwise

restricted by the Certificate of Incorporation or these By-

Laws, any action required or permitted to be taken at any

meeting of the Board of Directors may be taken without a

meeting, if all members of the Board consent thereto in

writing, and the writing or writings are filed with the

minutes of proceedings of the Board.

Section 8. Telephonic Meetings. Unless otherwise

restricted by the Certificate of Incorporation or these By-

Laws, members of the Board of Directors may participate in a

meeting of the Board by means of conference telephone or

similar communications equipment by means of which all

persons participating in such meeting can hear each other,

and participation in a meeting pursuant to this Section 8 of

Article IV shall constitute presence in person at such

meeting.

Section 9. Resignations. Any Director of the

Corporation may resign at any time by giving written notice

to the Board of Directors or to the Chairman of the Board,

the President or the Secretary of the Corporation. Any such

resignation shall take effect at the time specified therein,

or, if the time be not specified, upon receipt thereof; and

unless otherwise specified therein, acceptance of such

resignation shall not be necessary to make it effective.

ARTICLE V

Executive Committee and Other Committees

Section 1. Executive Committee. The Board of

Directors may, by resolution passed by a majority of the

whole Board of Directors, appoint an Executive Committee of

not less than two or more than five members, to serve during

the pleasure of the Board of Directors, to consist of the

Chairman of the Board, and such additional Director(s) as

the Board of Directors may from time to time designate. The

Chairman of the Board of the Corporation shall be Chairman

of the Executive Committee.

Section 2. Procedure. The Executive Committee

shall meet at the call of the Chairman of the Executive

Committee or of any two members. A majority of the members

shall be necessary to constitute a quorum and action shall

be taken by a majority vote of those present.

Section 3. Powers and Reports. During the

intervals between the meetings of the Board of Directors,

the Executive Committee shall possess and may exercise, to

the fullest extent permitted by law, all the powers of the

Board of Directors in the management and direction of the

business and affairs of the Corporation, and may authorize

the seal of the Corporation to be affixed to all papers

which may require it. The taking of action by the Executive

Committee shall be conclusive evidence that the Board of

Directors was not in session when such action was taken.

The Executive Committee shall keep regular minutes of its

proceedings and all action by the Executive Committee shall

be reported to the Board of Directors at its meeting next

following the meeting of the Executive Committee and shall

be subject to revision or alteration by the Board of

Directors; provided, that no rights of third parties shall

be affected by such revision or alteration.

Section 4. Other Committees. From time to time

the Board of Directors, by the affirmative vote of a

majority of the whole Board of Directors, may appoint other

committees for any purpose or purposes, and such committees

shall have such powers as shall be conferred by the

resolution of appointment. In the absence or

disqualification of a member of any committee (including the

Executive Committee), the member or members thereof present

at any meeting and not disqualified from voting, whether or

not he or they constitute a quorum, may unanimously appoint

another member of the Board of Directors to act at the

meeting in place of any such absent or disqualified member.

ARTICLE VI

Officers

Section 1. Number, Election and Term of Office.

The Board of Directors may elect a Chairman of the Board, a

Chief Executive Officer, and/or a Chief Operating Officer,

and shall elect a President, a Secretary, a Treasurer, and

in their discretion, one or more Vice Presidents. The Chief

Executive Officer or, if no Chief Executive Officer is

elected, the President, subject to the direction of the

Board of Directors, shall have direct charge of and general

supervision over the business and affairs of the

Corporation. The officers of the Corporation shall be

elected annually by the Board of Directors at its meeting

held immediately after the annual meeting of the

stockholders (other than the initial officers elected by

unanimous consent of the initial Board of Directors), and

each shall hold his office until his successor shall have

been duly elected and qualified or until he shall have died

or resigned or shall have been removed by majority vote of

the entire Board of Directors. Any number of offices may be

held by the same person. The Board of Directors may from

time to time appoint such other officers and agents as the

interest of the Corporation may require and may fix their

duties and terms of office.

Section 2. Chairman of the Board. The Chairman of

the Board shall be a member of the Board of Directors. He

shall preside at all meetings of the Board of Directors, and

shall have such other duties as from time to time may be

assigned to him by the Board of Directors, by the Executive

Committee or, if the President shall have been designated

chief executive officer of the Corporation, by the

President.

Section 3. President. The President shall perform

all duties incident to the office of a president of a

corporation and such other duties as from time to time may

be assigned to him by the Board of Directors or by the

Executive Committee, or if the Chairman of the Board shall

have been designated chief executive officer of the

Corporation, by the Chairman of the Board. At any time when

the office of the Chairman of the Board shall be vacant or

if the Board of Directors shall not elect a Chairman of the

Board, the President of the Corporation shall be the chief

executive officer of the Corporation.

Section 4. Vice Presidents. Each Vice President

shall have such powers and shall perform such duties

incident to the office of a vice president of a corporation,

and such other duties from time to time may be conferred

upon or assigned to him by the Board of Directors or as may

be delegated to him by the Chairman of the Board (if chief

executive officer) or the President.

Section 5. Secretary. The Secretary shall keep

the minutes of all meetings of the stockholders and of the

Board of Directors in books provided for the purpose; shall

see that all notices are duly given in accordance with the

provisions of the law and these By-Laws; shall be custodian

of the records and of the corporate seal of the Corporation;

shall see that the corporate seal is affixed to all

documents the execution of which under the seal is duly

authorized, and when the seal is so affixed may attest the

same; may sign, with the Chairman of the Board (if chief

executive officer), the President or a Vice President,

certificates of stock of the Corporation; and in general,

shall perform all duties incident to the office of a

secretary of a corporation, and such other duties as from

time to time may be assigned by the Chairman of the Board

(if chief executive officer), the President or the Board of

Directors.

The Secretary shall also keep, or cause to be

kept, a stock book, containing the names, alphabetically

arranged, of all persons who are stockholders of the

Corporation, showing their places of residence, the number

of shares held by them respectively, and the time when they

respectively became owners thereof.

Section 6. Treasurer. The Treasurer shall have

charge of and be responsible for all funds, securities,

receipts and disbursements of the Corporation, and shall

deposit, or cause to be deposited, in the name of the

Corporation, all moneys or other valuable effects in such

banks, trust companies or other depositories as shall, from

time to time, be selected by the Board of Directors or by

the Treasurer if so authorized by the Board of Directors;

may endorse for collection on behalf of the Corporation,

checks, notes and other obligations; may sign receipts and

vouchers for payments made to the Corporation; singly or

jointly with another person as the Board of Directors may

authorize, may sign checks on the Corporation and pay out

and dispose of the proceeds under the direction of the

Board; shall render or cause to be rendered to the Chairman

of the Board (if chief executive officer), the President and

the Board of Directors, whenever requested, an account of

the financial condition of the Corporation; may sign, with

the Chairman of the Board (if chief executive officer), the

President or a Vice President, certificates of stock of the

Corporation; and in general, shall perform all the duties

incident to the office of a treasurer of a corporation, and

such other duties as from time to time may be assigned by

the Chairman of the Board (if chief executive officer), the

President or the Board of Directors.

Section 7. Subordinate Officers. The Board of

Directors may appoint such assistant secretaries, assistant

treasurers and other subordinate officers as it may deem

desirable. Each such officer shall hold office for such

period, have such authority and perform such duties as the

Board of Directors may prescribe. The Board of Directors

may, from time to time, authorize the chief executive

officer to appoint and remove subordinate officers and to

prescribe the powers and duties thereof.

Section 8. Transfer of Duties. The Board of

Directors in its absolute discretion may transfer the power

and duties, in whole or in part, of any officer to any other

officer, or persons, notwithstanding the provisions of these

By-Laws, except as otherwise provided by the laws of the

State of Delaware.

Section 9. Vacancies, Absences. If the office of

Chairman of the Board, President, Vice President, Secretary

or Treasurer, or of any other officer or agent becomes

vacant for any reason, the Board of Directors may, but is

not required to, choose a successor to hold office for the

remainder of the unexpired term. Except when the law

requires the act of a particular officer, the Board of

Directors whenever necessary may, in the absence of any

officer, designate any other officer or properly qualified

employee, to perform the duties of the one absent for the

time being, and such designated officer or employee shall

have, when so acting, all the powers herein given to such

absent officer.

Section 10. Removals. At any meeting of the

Board of Directors called for the purpose, any officer or

agent of the Corporation may be removed from office, with or

without cause, by the affirmative vote of a majority of the

entire Board of Directors.

Section 11. Resignations. Any officer or agent

of the Corporation may resign at any time by giving written

notice to the Board of Directors, the Chairman of the Board,

the President or the Secretary of the Corporation. Any such

resignation shall take effect at the time specified therein

or, if the time is not specified, upon receipt thereof; and

unless otherwise specified therein, acceptance of such

resignation shall not be necessary to make it effective.

Section 12. Compensation of Officers. The

officers shall receive such salary or compensation as may be

determined by the affirmative vote of the majority of the

Board of Directors. No officer shall be prevented from

receiving such salary or compensation by reason of the fact

that he is also a Director of the Corporation.

Section 13. Delegation of Powers. Each officer

may delegate to any other officer and to any official,

employee or agent of the corporation, such portions of his

powers as he shall deem appropriate, subject to such

limitations and expirations as he shall specify, and may

revoke such delegation at any time.

ARTICLE VII

Contracts, Checks and Notes

Unless the Board of Directors shall otherwise

specifically direct, all contracts, checks, drafts, bills of

exchange and promissory notes and other negotiable

instruments of the Corporation shall be executed in the name

of the Corporation by the Chairman of the Board, the

President, a Vice President, Secretary or Treasurer or any

officer as may be designated by the Board of Directors.

ARTICLE VIII
Capital Stock

Section 1. Certificates of Stock. The

certificates for shares of the stock of the Corporation

shall be in such form, not inconsistent with the Certificate

of Incorporation, as shall be prepared or approved by the

Board of Directors. Every holder of stock in the

Corporation shall be entitled to have a certificate signed

by, or in the name of the Corporation, by the Chairman of

the Board (if chief executive officer), the President or a

Vice President, and by the Treasurer or the Secretary

certifying the number of shares owned by him and the date of

issue; and no certificate shall be valid unless so signed.

All certificates shall be consecutively numbered and shall

be entered in the books of the Corporation as they are

issued.

All signatures on the certificate may be

facsimile. In case any officer, transfer agent or registrar

who has signed or whose facsimile signature has been placed

upon a certificate shall have ceased to be such officer,

transfer agent or registrar before such certificate is

issued, it may be issued by the Corporation with the same

effect as if he were such officer, transfer agent or

registrar at the date of issue.

Section 2. Transfer of Stock. Upon surrender to

the Corporation or the transfer agent of the Corporation of

a certificate for shares duly endorsed or accompanied by

proper evidence of succession, assignment or authority to

transfer, the Corporation shall issue a new certificate to

the person entitled thereto, cancel the old certificate and

record the transaction upon its books.

Section 3. Registered Stockholders. The

Corporation shall be entitled to treat the holder of record

of any share or shares of stock as the holder in fact

thereof and, accordingly, shall not be bound to recognize

any equitable or other claim to, or interest in, such share

or shares on the part of any other person, whether or not it

shall have express or other notice thereof, save as

expressly provided by the laws of the State of Delaware.

Section 4. Lost Certificates Any person claiming a

certificate of stock to be lost or destroyed shall make an

affidavit or affirmation of the fact and advertise the same

in such manner as the Board of Directors may require, and

the Board of Directors, in its discretion, may require the

owner of the lost or destroyed certificate, or his legal

representative, to give the Corporation a bond in a sum

sufficient, in the opinion of the Board of Directors, to

indemnify the Corporation against any claim that may be made

against it on account of the alleged loss of any such

certificate. A new certificate of the same tenor and for

the same number of shares as the one alleged to be lost or

destroyed may be issued without requiring any bond when, in

the judgment of the Directors, it is proper so to do.

Section 5. Record Date. In order that the

Corporation may determine the stockholders entitled to

notice of or to vote at any meeting of stockholders or any

adjournment thereof, or to express consent to corporate

action in writing without a meeting, or to receive payment

of any dividend or other distribution or allotment of any

rights, or to exercise any rights in respect of any change,

conversion or exchange of stock or for the purpose of any

other lawful action, the Board of Directors may fix, in

advance, a record date, which shall not be more than sixty

(60) nor less than ten (10) days before the date of such

meeting, nor more than sixty (60) days prior to any other

action. A determination of stockholders of record entitled

to notice of or to vote at a meeting of stockholders shall

apply to any adjournment of the meeting; provided, however,

that the Board of Directors may fix a new record date for

the adjourned meeting.

ARTICLE IX

Dividends

Dividends upon the common stock of the Corporation may

be declared by the Board of Directors at any regular or

special meeting, pursuant to law. Dividends may be paid

in cash, in property, or in shares of the common stock of

the Corporation, subject to the provisions of the

Certificate of Incorporation.

Before payment of any dividend, there may be set

aside out of any funds of the Corporation available for

dividends such sums as the Directors from time to time, in

their absolute discretion, think proper as a reserve or

reserves to meet contingencies, or for equalizing dividends,

or for repairing or maintaining any property of the

Corporation, or for such other purpose as the Directors

shall think conducive to the interest of the Corporation,

and the Directors may modify or abolish any such reserve in

the manner in which it was created.

ARTICLE X

Waiver of Notice

Whenever any notice whatever is required to be

given by statute or under the provisions of the Certificate

of Incorporation or these By-Laws, a waiver thereof in

writing signed by the person or persons entitled to said

notice, whether before or after the time stated therein,

shall be equivalent thereto, unless expressly provided

otherwise in such statute, Certificate of Incorporation or

these By-Laws.

ARTICLE XI

Seal

The corporate seal of the Corporation shall have

inscribed thereon the name of the Corporation, the year

of its organization and the words "Corporate Seal,

Delaware", or shall be in such other form as the Board of

Directors may prescribe.

ARTICLE XII

Fiscal Year

The fiscal year of the Corporation shall be the
calendar year.

ARTICLE XIII

Indemnification; Advancement of Expenses;
Insurance and Other Funding Arrangments

Section 1. Mandatory Indemnification - Third Party

Actions. The Corporation shall indemnify any person who was

or is a party or is threatened to be made a party to any

threatened, pending or completed action, suit or proceeding

("Action"), whether civil, criminal, administrative or

investigative (other than an Action by or in the right of

the Corporation) by reason of the fact that he is or was a

Director, officer or employee of the Corporation, or is or

was serving at the request of the Corporation as a Director,

officer or employee of another corporation, partnership,

joint venture, trust or other enterprise, against expenses

(including attorneys' fees), judgments, fines and amounts

paid in settlement actually and reasonable incurred by him

in connection with such Action if he acted in good faith and

in a manner he reasonably believed to be in or not opposed

to the best interests of the Corporation, and, with respect

to any criminal Action, had no reasonable cause to believe

his conduct was unlawful. The termination of any Action by

judgment, order, settlement, conviction, or upon a plea of

nolo contendere or its equivalent, shall not, of itself,

create a presumption that the person did not act in good

faith and in a manner which he reasonably believed to be in

or not opposed to the best interest of the Corporation, and,

with respect to any criminal Action, had reasonable cause to

believe that his conduct was unlawful. The right to

indemnification under this Section 1 of Article XIII shall

be a contract right that may be enforced in any lawful

manner by a person entitied to such indemnification.

Section 2. Mandatory Indemnification - Derivative

Actions. The Corporation shall indemnify any person who was

or is a party or is threatened to be made a party to any

threatened, pending or completed Action by or in the right

of the Corporation to procure a judgment in its favor by

reason of the fact that he is or was a Director, officer or

employee of the Corporation, or is or was serving at the

request of the Corporation as a Director, officer, or

employee of another corporation, partnership, joint venture,

trust or other enterprise, against expenses (including

attorneys' fees) actually and reasonably incurred by him in

connection with the defense or settlement of such Action if

he acted in good faith and in a manner he reasonably

believed to be in or not opposed to the best interests of

the Corporation and except that no indemnification under

these By-Laws shall be made in respect of any claim, issue

or matter as to which such person shall have been adjudged

to be liable to the Corporation, unless and only to the

extent that the Court of Chancery of the State of Delaware

or the court in which such Action was brought, shall

determine upon application that, despite the adjudication of

liability but in view of all the circumstances of the case,

such person is fairly and reasonably entitled to indemnity

for such expenses which the Court of Chancery of the State

of Delaware or such other court shall deem proper. The

right to indemnification under this Section 2 of Article XII

shall be a contract right that may be enforced in any lawful

manner by a person entitled to such indemnification.

Section 3. Mandatory Indemnification - Successful

Party. To the extent that a Director, officer, employee or

agent of the Corporation has been successful on the merits

or otherwise in defense of any Action referred to in

Sections I or 2 of this Article XIII, or in defense of any

claim, issue or matter therein, he shall be indemnified

against expenses (including attorneys' fees) actually and

reasonably incurred by him in connection therewith. The

right to indemnification under this Section 3 of Article

XIII shall be a contract right that may be enforced in any

lawful manner by a person entitled to such indemnification.

Section 4. Permissive Indemnification. Except as

otherwise expressly provided in Section 2 of this Article

XIII, the Corporation may also indemnify any person who is

or was a party or is threatened to be made a party to any

Action by reason of the fact that he is or was a Director,

officer, employee or agent of the Corporation, or is or was

serving at the request of the Corporation as a Director,

officer, employee or agent of another corporation,

partnership, joint venture, trust or other enterprise,

against all or part of any expenses (including attorneys'

fees), judgments, fines and amounts paid in settlement

actually and reasonably incurred by him in connection with

such Action if it shall be determined in accordance with the

applicable procedures set forth in Section 5 that such

person is fairly and reasonably entitled to such

indemnification.

Section 5. Procedure. Any indemnification under

the foregoing provisions of this Article XIII (unless

ordered by a court) shall be made by the Corporation only as

authorized in the specific case upon a determination that

indemnification of the Director, officer, employee or agent

is proper in the circumstances because he has met the

applicable standards of conduct set forth in Sections 1 or

2, or is entitled to indemnification under Section 4, of

this Article XIII. Such determination shall be made (i) by

the Board of Directors by a majority vote of a quorum, as

defined in the Certificate of Incorporation or these By-

Laws, consisting of Directors who are not or were not

parties to any pending or completed Action giving rise to

the proposed indemnification, or (ii) if such a quorum is

not obtainable or, even if obtainable, a quorum of

disinterested Directors so directs, by independent legal

counsel in a written opinion, or (iii) by the stockholders.

Section 6. Advance Payments. Expenses (including

attorneys' fees) incurred or reasonably expected to be

incurred by a Director or officer of the Corporation in

defending any Action referred to in Sections 1 or 2 of this

Article XIII shall be paid by the Corporation in advance of

the final determination thereof upon receipt by the

Corporation of his written request therefor and his written

promise to repay such amount if it shall ultimately be

determined that he is not entitled to be indemnified by the

Corporation as authorized or required by this Article XIII.

The right of Directors and officers to advancement of

expenses under this Section 6 of Article XIII shall be a

contract right that may be enforced in any lawful manner by

a Director or officer of the Corporation. Such expenses

incurred by other employees and agents may be paid upon such

terms and conditions, if any, as the Board of Directors

deems appropriate.

Section 7. Provisions Not Exclusive. The

indemnification and advancement of expenses provided by, or

granted pursuant to, this Article shall not be deemed

exclusive of any other rights to which any person seeking

indemnification and advancement of expenses, may be entitled

under any law, by-law, agreement, vote of stockholders or

disinterested Directors or otherwise, both as to action in

his official capacity and as to action in another capacity

while holding such office, and shall continue as to a person

who has ceased to be a Director, officer, employee or agent

and shall inure to the benefit of the heirs, executors and

administrators of such a person.

Section 8. Insurance. The Corporation may

purchase and maintain insurance on behalf of any person who

is or was a Director, officer, employee or agent of the

Corporation, or is or was serving at the request of the

Corporation as a Director, officer, employee, or agent of

another corporation, partnership, joint venture, trust or

other enterprise, against any liability asserted against him

and incurred by him in any such capacity, or arising out of

his status as such, whether or not the Corporation would

have the power to indemnify him against such liability under

the provisions of this Article XIII.

Section 9. Other Arrangements. The Corporation

also may obtain a letter of credit, act as a self-insurer,

create a reserve, trust, escrow, cash collateral or other

fund or account, enter into indemnification agreements,

pledge or grant a security interest in any assets or

properties of the Corporation, or use any other mechanism or

arrangement whatsoever in such amounts, at such costs, and

upon such other terms and conditions as the Board of

Directors shall deem appropriate for the protection of any

or all such persons.

Section 10. Severability. If this Article XIII

or any portion hereof shall be invalidated on any ground by

any court of competent jurisdiction, then the Corporation

shall nevertheless indemnify each person as to whom the

Corporation has agreed to grant indemnity, as to liabilities

and expenses, and amounts paid or to be paid in settlement

with respect to any proceeding, including an action by or in

the right of the Corporation, to the full extent permitted

by any applicable portion of this Article XIII that shall

not have been invalidated and to the full extent permitted

by applicable law.

Section 11. Miscellaneous. (a) For the purposes

of this Article XIII, references to "the Corporation"

include all constituent corporations absorbed in a

consolidation or merger, as well as the resulting or

surviving corporation, so that any person who is or was a

Director, officer, employee or agent of such a constituent

corporation or is or was serving at the request of such

constituent corporation as a Director, officer, employee or

agent of another corporation, partnership, joint venture,

trust or other enterprise, shall stand in the same position

under the provisions of this Article XIII with respect to

the resulting or surviving corporation as he would if he had

served the resulting or surviving corporation in the same

capacity.

(b) For purposes of this Article XIII, references

to "other enterprises" shall include employee benefit plans;

references to "fines' shall include any excise taxes

assessed on a person with respect to any employee benefit

plan; and references to "serving at the request of the

Corporation" shall include any services as a Director,

officer, employee or agent of the Corporation which imposes

duties on, or involves services by, such Director, officer,

employee or agent with respect to an employee benefit plan,

its participants or beneficiaries; and a person who acted in

good faith in a manner he reasonably believed to be in the

interest of the participants and beneficiaries of an

employee benefit plan shall be deemed to have acted in a

manner "not opposed to the best interests of the

Corporation" as referred to in this Article XIII.

expenses provided by, or granted pursuant to, this Article

XIII shall, unless otherwise provided when authorized or

ratified, continue as to a person who has ceased to be a

Director, officer, employee or agent and shall inure to the

benefit of the heirs, executors and administrators of such a

person.

ARTICLE XIV

General Provisions

Section 1. The Chairman of the Board, the

President, any Vice President or the Treasurer of the

Corporation may attend any meeting of the holders of stock

or other securities of any other corporation, any of whose

stock or other securities are held by the Corporation, and

cast the votes which the Corporation is entitled to cast as

a stockholder or otherwise at such meeting, or may consent

in writing to any action by any such corporation, and may

execute on behalf of the Corporation and under its corporate

seal, or otherwise, such written proxies, consents, waivers

or other instruments as he may deem necessary or

appropriate. Any of the foregoing acts or functions may

also be performed by any one or more of such persons as

shall from time to time be authorized by the Board of

Directors or by a writing executed by the chief executive

officer of the Corporation.

Section 2. The moneys of the Corporation shall be

deposited in the name of the Corporation in such bank or

banks or trust company or trust companies as the Board of

Directors shall from time to time designate, and shall be

drawn out only by signed checks or by telephonic or other

electronic advice given and subsequently confirmed by means

which the bank or trust company may require, by persons

designated in a resolution or resolutions of the Board of

Directors or by such other persons designated by a writing

executed by persons authorized to so designate in a

resolution or resolutions of the Board of Directors.

Section 3. Notices to Directors and stockholders

shall be in writing and delivered personally or mailed to

the Directors or stockholders at their addresses appearing

on the books of the Corporation. Notice by mail shall be

deemed to be given at the time when the same shall be

mailed. Notice to Directors may also be given by telegraph,

and any such notice shall be deemed to be given when

delivered to an office of the transmitting company with all

charges prepaid.

Section 4. Alterations, amendments or repeals of

these By-Laws, or any of them, may be made by a majority of

the stockholders entitled to vote at any meeting thereof, if

the notice of such meeting contains a statement of the

proposed alteration, amendment or repeal, or by the Board of

Directors by a majority vote of the whole Board of Directors

at any meeting thereof, provided notice of such alteration,

amendment or repeal has been given to each Director in

writing. No notice of any alteration, amendment or repeal

need be given if adopted by action taken at a meeting duly

held on waiver of notice.

Exhibit B-20(a)

CERTIFICATE OF INCORPORATION
OF
ENTERGY POWER OPERATIONS CORPORATION

THE UNDERSIGNED, in order to form a corporation for the purposes

hereinafter stated, under and pursuant to the provisions of the

General Corporation Law of the State of Delaware does hereby

certify as follows:

FIRST: The name of the Corporation is Entergy Power

Operations Corporation.

SECOND: The registered office of the Corporation is to be

located at 1209 Orange Street, in the City of Wilmington,

in the County of New Castle, in the State of Delaware. The

name of its registered agent at that address is The

Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any

lawful act or activity for which a corporation may be

organized under the General Corporation Law of Delaware as

presently in effect or as may hereinafter be amended.

FOURTH: The total number of shares of capital stock which

the Corporation is authorized to issue is 1,000 shares of

capital stock having no par value per share and of one

class; such class is hereby designated as common stock.

FIFTH: No stockholder shall be entitled as a matter of right

to subscribe for, purchase or receive any shares of the

stock or any rights or options of the Corporation which it

may issue or sell, whether out of the number of shares

authorized by this Certificate of Incorporation or by

amendment thereof or out of the shares of the stock of the

Corporation acquired by it after the issuance thereof, nor

shall any stockholder be entitled as a matter of right to

purchase or subscribe for or receive any bonds, debentures

or other obligations which the Corporation may issue or sell

that shall be convertible into or exchangeable for stock or

to which shall be attached or appertain any warrant to

warrants or other instrument or instruments that shall

confer upon the holder or owner of such obligation the right

to subscribe for or purchase from the Corporation any share

of its capital stock, but all such additional issues of

stock, rights, options, or of bonds, debentures or other

obligations convertible into or exchangeable for stock or to

which warrants shall be attached or appertain or which shall

confer upon the holder the right to subscribe for or

purchase any shares of stock may be issued and disposed of

by the Board of Directors to such persons and upon such

terms as in their absolute discretion they may deem

advisable, subject only to such limitations as may be

imposed in this Certificate of Incorporation or in any

amendment thereto.

SIXTH: An annual meeting of stockholders shall be held for

the election of Directors and the transaction of such other

business as may properly come before said meeting. Special

meetings of the stockholders of the Corporation shall be

held whenever called in the manner required by the laws of

the State of Delaware or for purposes as to which there are

special statutory provisions, and for other purposes

whenever called by resolution of the Board of Directors, or

by the Chairman of the Board, the President, or the holders

of a majority of the issued and outstanding shares of the

common stock of the Corporation. Except as otherwise

provided herein, any such annual or special meeting of

stockholders shall be held on a date and at a time and place

as may be designated by or in the manner provided in the By-

Laws.

SEVENTH: The name and mailing address of the Incorporator is

Marc Aron, Three Financial Centre, Suite 210, 900 South

Shackleford Road, Little Rock, Arkansas 72211.

EIGHTH: The number of Directors which shall constitute the

whole Board shall be not less than one (1) nor more than ten

(10). Within such limits, the number of Directors shall be

fixed and may be altered from time to time, as provided in

the By-Laws. Election of Directors need not be by ballot

unless the By-Laws so provide. Directors need not be

stockholders. Directors shall be elected at the annual

meeting of the stockholders of the Corporation, except as

herein provided, to serve until the next annual meeting of

stockholders and until their respective successors are duly

elected and have /qualified. Vacancies occurring among the

Directors (other than in the case of removal of a Director)

shall be filled by a majority vote of the Directors then in

office with the consent of the holders of a majority of the

issued and outstanding common stock of the Corporation, or

by the sole remaining Director with the consent of the

holders of a majority of the issued and outstanding common

stock of the Corporation, or by resolution duly adopted by

the holders of a majority of the issued and outstanding

common stock of the Corporation, at a special meeting held

for such purpose, or by action taken in lieu of such

meeting, or at the next annual meeting of stockholders

following any vacancy. At any meeting of stockholders of the

Corporation called for the purpose, the holders of a

majority of the issued and outstanding shares of the common

stock of the Corporation may remove from office, with or

without cause, any or all of the Directors and the successor

of any Director so removed shall be elected by the holders

of a majority of the issued and outstanding common stock of

the Corporation at such meeting or at a later meeting.

NINTH: All corporate powers shall be exercised by the Board

of Directors of the Corporation except as otherwise provided

by law or by this Certificate of Incorporation or by any By-

Laws from time to time passed by the stockholders (provided,

however, that no By-Law so created shall invalidate any

prior act of the Directors which was valid in the absence of

such By-Law). In furtherance and not in limitation of the

powers conferred by law, the Board of Directors is expressly

authorized (a) to make, alter, amend, and repeal the By-Laws

of the Corporation, subject to the power of the

stockholders, to alter, amend or repeal such By-Laws, (b) to

authorize and cause to be executed mortgages and liens upon

all or any part of the property of the Corporation; (c) to

determine the use and disposition of any surplus or net

profits; and (d) to fix the times for the declaration and

payment of dividends.

TENTH: Directors, as such, shall not receive any stated

salary for their services, but, by resolution of the Board

of Directors, a fixed sum and expenses of attendance, if

any, may be allowed for attendance at each regular, special

or committee meeting of the Board; provided that nothing

herein contained shall be construed to preclude any Director

from serving the Corporation in any other capacity and

receiving compensation therefor.

ELEVENTH: When and as authorized by the affirmative vote of

the holders of a majority of the common stock of the

Corporation, issued and outstanding, given at a

stockholders' meeting duly called for that purpose, or when

authorized by the written consent of the holders of a

majority of the common stock of the Corporation issued and

outstanding, the Board of Directors may cause the

Corporation to sell, lease or exchange all or substantially

all, of its property and assets, including its good will and

its corporate franchises, upon such terms and conditions and

for such consideration, which may be whole or in part shares

of stock in, and/or other securities of, any other

corporation or corporations, as the Board of Directors shall

deem expedient and for the best interests of the

Corporation.

TWELFTH: The Board of Directors may not cause the

Corporation to merge or consolidate with or into any other

corporation or corporations, unless such merger or

consolidation shall have been authorized by the affirmative

vote of the holders of a majority of the common stock of the

Corporation, issued and outstanding, given at a

stockholders' meeting called for that purpose, or authorized

by the written consent of the holders of a majority of the

common stock of the Corporation issued and outstanding.

THIRTEENTH: To the fullest permitted by the laws of the

State of Delaware, or any other applicable law presently or

hereafter in affect, a Director of the Corporation shall not

be liable to the Corporation or its stockholders for

monetary damages for or with respect to any acts or

omissions in the performance of his duties.

Any repeal or modifications of the foregoing

paragraph by the stockholders of the Corporation shall not

adversely affect any right or protection of a Director of

the Corporation existing at the time of such repeal or

modification.

FOURTEENTH: If after the date of adoption of this

Certificate of lncorporation any provision of this

Certificate of Incorporation is invalidated on any grounds

by any court of competent jurisdiction, then only such

provision shall be deemed inoperative and null and void and

the remainder of this Certificate of Incorporation shall not

be affected thereby.

FIFTEENTH: The Corporation reserves the right to amend,

alter, change or repeal any provision contained in this

Certificate of Incorporation in the manner now or hereafter

prescribed by law, and all rights and powers conferred

herein on stockholders, Directors and officers are subject

to this reserved power.

IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of,

April 1995.

Incorporator:

________________________

Marc Aron
Three Financial Centre
900 S. Shackleford, Suite 210
Little Rock, Arkansas 72211
In the presence of:

____________________________

Exhibit B-20(b)

BY-LAWS

Entergy Power Operations Corporation

ARTICLE I

Offices

The registered office of the Corporation shall be in the

City of Wilmington, County of New Castle, State of Delaware. The

Corporation also may have offices at such other places, both

within and without the State of Delaware, as from time to time may

be designated by the Board of Directors.

ARTICLE II

Books

The books and records of the Corporation may be kept

(except as otherwise provided by the laws of the State of

Delaware) outside the State of Delaware and at such place or

places as from time to time may be designated by the Board of

Directors.

ARTICLE III

Meetings of Stockholders

Section 1. Annual Meetings. Each annual meeting of the

stockholders shall be held (i) at a time fixed by the Board of

Directors, on the third Friday in May, if not a legal holiday;

(ii) if a legal holiday, then at the same time on the next

business day which is not a legal holiday; or (iii) at such date

and time during such calendar year as shall be stated in the

notice of the meeting or in a duly executed waiver of notice

thereof. The annual meeting of the stockholders shall be held at

the principal business office of the Corporation or at such other

place or places either within or without the State of Delaware as

may be designated by the Board of Directors and stated in the

notice of the meeting. At each such meeting, the stockholders

shall elect by a plurality vote a Board of Directors, and transact

such other business as may come before the meeting.

Written notice of the time and place designated for the

annual meeting of the stockholders of the Corporation shall be

delivered personally or mailed to each stockholder entitled to

vote thereat not less than ten (10) and not more than sixty (60)

days prior to said meeting, but at any meeting at which all

stockholders shall be present, or of which all stockholders not

present have waived notice in writing, the giving of notice as

above described may be dispensed with. If mailed, said notice

shall be directed to each stockholder at his address as the same

appears on the stock ledger of the Corporation unless he shall

have filed with the Secretary of the Corporation a written request

that notices intended for him be mailed to some other address, in

which case it shall be mailed to the address designated in such

request.

Section 2. Special Meetings. Special meetings of the

stockholders of the Corporation shall be held whenever called in

the manner required by the laws of the State of Delaware for

purposes as to which there are special statutory provisions, and

for such other purposes as required or permitted by the

Certificate of Incorporation or otherwise, whenever called by

resolution of the Board of Directors, or by the Chairman of the

Board, the President, or the holders of a majority of the issued

and outstanding shares of the common stock of the Corporation.

Any such special meeting of stockholders may be held at the

principal business office of the Corporation or at such other

place or places, either within or without the State of Delaware,

as may be specified in the notice thereof. Business transacted at

any special meeting of stockholders of the Corporation shall be

limited to the purposes stated in the notice thereof. Except as

otherwise expressly required by the laws of the State of Delaware

or the Certificate of Incorporation, written notice of each

special meeting, stating the day, hour and place, and in

general terms the business to be transacted thereat, shall be

delivered personally or mailed to each stockholder entitled to

vote thereat not less than ten (10) and not more than sixty (60)

days before the meeting. If mailed, said notice shall be directed

to each stockholder at his address as the same appears on the

stock ledger of the Corporation unless he shall have filed with

the Secretary of the Corporation a written request that notices

intended for him be mailed to some other address, in which case it

shall be mailed to the address designated in said request. At any

special meeting at which all stockholders shall be present, or of

which all stockholders not present have waived notice in writing,

the giving of notice as above described may be dispensed with.

Section 3. Quorum. At any meeting of the stockholders

of the Corporation, except as otherwise expressly provided by the

laws of the State of Delaware or the Certificate of Incorporation,

there must be present, either in person or by proxy, in order to

constitute a quorum, stockholders owning a majority of the issued

and outstanding shares of the common stock of the Corporation

entitled to vote at said meeting. At any meeting of stockholders

at which a quorum is not present, the holders of, or proxies for,

a majority of the common stock which is represented at such

meeting, shall have power to adjourn the meeting from time to

time, without notice other than announcement at the meeting, until

a quorum shall be present or represented. At such adjourned

meeting at which a quorum shall be present or represented, any

business may be transacted which might have been transacted at the

meeting as originally noticed. If the adjournment is for more

than thirty (30) days, or if after the adjournment a new record

date is fixed for the adjourned meeting, a notice of the adjourned

meeting shall be given to each stockholder of record entitled to

vote at the meeting.

Section 4. Voting. Each holder of record of the common

stock of the Corporation shall, at every meeting of the

stockholders of the Corporation, be entitled to one (1) vote for

each share of common stock standing in his name on the books of

the Corporation, and such votes may be cast either in person or by

proxy, appointed by an instrument in writing, subscribed by such

stockholder or by his duly authorized attorney, and filed with the

Secretary before being voted on, but no proxy shall be voted after

three (3) years from its date, unless said proxy provides for a

longer period. Except as otherwise required by the laws of the

State of Delaware or the Certificate of Incorporation, the holders

of the common stock of the Corporation shall exclusively possess

all voting power for the election of Directors and for all other

purposes and are entitled to vote on each matter to be voted on at

a stockholders' meeting.

The vote on all elections of Directors and other

questions before the meeting need not be by ballot, except upon

demand by the holders of the majority of the shares of the common

stock of the Corporation present in person or by proxy.

When a quorum is present at any meeting of the

stockholders of the Corporation, the vote of the holders of a

majority of the shares of the common stock of the Corporation and

present in person or represented by proxy shall decide any

question brought before such meeting, unless the question is one

upon which, under any provision of the laws of the State of

Delaware or of the Certificate of Incorporation, a different vote

is required, in which case such provision shall govern and control

the decision of such question.

Whenever the vote of the holders of the common stock of

the Corporation at a meeting thereof is required or permitted to

be taken in connection with any corporate action by any provision

of the laws of the State of Delaware or of the Certificate of

Incorporation, such corporate action may be taken without a

meeting, without prior notice and without a vote, if a consent in

writing, setting forth the action so taken, shall be signed by the

holders of outstanding common stock of the Corporation having not

less than the minimum number of votes that would be necessary to

authorize or take such action at a meeting at which all shares

entitled to vote thereon were present and voted. Prompt notice of

the taking of the corporate action without a meeting by less than

unanimous written consent shall be given to those stockholders who

have not consented thereto in writing.

Section 5. List of Stockholders. The officer of the

Corporation who shall have charge of the stock ledger of the

Corporation shall prepare and make, at least ten (10) days before

every meeting of stockholders, a complete list of the stockholders

entitled to vote at said meeting, arranged in alphabetical order

and showing the address of each stockholder and the number of

shares registered in the name of each stockholder. Such list

shall be open to the examination of any stockholder, for any

purpose germane to the meeting, during ordinary business hours for

a period of at least ten (10) days prior to the meeting, either at

a place within the city where the meeting is to be held, which

place shall be specified in the notice of the meeting, or, if not

so specified, at the place where the meeting is to be held. The

list also shall be produced and kept at the time and place of the

meeting during the whole time thereof, and may be inspected by any

stockholder who is present.

Section 6. Organization. The Chairman of the Board or

the President, or in their absence, any Vice President, shall call

to order meetings of the stockholders and shall act as chairman of

such meetings. The Board of Directors or the stockholders may

appoint any stockholder or any Director or officer of the

Corporation to act as chairman of any meeting in the absence of

the Chairman of the Board, the President and all of the Vice

Presidents.

The Secretary of the Corporation shall act as secretary

of all meetings of the stockholders, but in the absence of the

Secretary the presiding officer may appoint any other person to

act as secretary of any meeting.

ARTICLE IV
Directors

Section 1. Powers. The business and affairs of the

Corporation shall be managed by the Board of Directors which may

exercise all such powers and do all such acts and things as may be

exercised or done by the Corporation; subject, nevertheless, to

the provisions of the laws of the State of Delaware, the

Certificate of Incorporation, and any By-Laws from time to time

passed by the stockholders; provided, however, that no By-Law so

created shall invalidate any prior act of the Directors which was

valid in the absence of such By-Law.

Section 2. Number of Directors. The number of Directors

which shall constitute the whole Board shall be not less than one

(1) nor more than ten (10). Within such limits, the number of

Directors may be fixed from time to time by vote of the

stockholders or of the Board of Directors at any regular or

special meeting. Directors need not be stockholders. Directors

shall be elected at the annual meeting of the stockholders of the

Corporation, except as herein provided, to serve until the next

annual meeting of stockholders and until their respective

successors are duly elected and have qualified.

Section 3. Vacancies. Vacancies occurring among the

Directors (other than in the case of removal of a Director) shall

be filled by a majority vote of the Directors then in office with

the consent of the holders of a majority of the issued and

outstanding common stock of the Corporation, or by the sole

remaining Director with the consent of the holders of a majority

of the issued and outstanding common stock of the Corporation, or

by resolution duly adopted by the holders of a majority of the

issued and outstanding common stock of the Corporation, at a

special meeting held for such purpose, or by action taken in lieu

of such meeting, or at the next annual meeting of stockholders

following any vacancy.

Section 4. Removal. At any meeting of stockholders of

the Corporation called for the purpose, the holders of a majority

of the issued and outstanding shares of the common stock of the

Corporation may remove from office, with or without cause, any or

all of the Directors and the successor of any Director so removed

shall be elected by the holders of a majority of the issued and

outstanding common stock of the Corporation at such meeting or at

a later meeting.

Section 5. Meetings. The first meeting of each newly

elected Board of Directors shall be held immediately following the

annual meeting of stockholders and at the same place at which

regular meetings of the Board of Directors are held, or at such

other time and place as may be provided by resolution of the Board

of Directors, and no notice of such meeting shall be necessary to

the newly elected Directors in order legally to constitute a

meeting, provided a quorum is present. In the event that such

first meeting of the newly elected Board of Directors is not held

at the time and place authorized by the foregoing provision, the

meeting may be held at such time and place as shall be specified

in a notice given as hereinafter provided for special meetings of

the Board of Directors, or as shall be specified in a written

waiver signed by all the Directors. Regular meetings of the Board

of Directors may be held without notice at such time and place,

either within or without the State of Delaware, as shall from time

to time be determined by resolutions of the Board of Directors.

Special meetings of the Board of Directors may be called by the

Chairman of the Board or by the President on reasonable notice as

provided in these By-Laws, and such meetings shall be held at the

principal business office of the Corporation or at such other

place or places, either within or without the State of Delaware,

as shall be specified in the notice thereof. Directors present

thereat, by majority vote, may adjourn the meeting from time to

time, without notice other than an announcement at the meeting,

until a quorum shall be present. Except as may be otherwise

specifically provided by the laws of the State of Delaware, the

Certificate of Incorporation or these By-Laws, the affirmative

vote of a majority of the Directors present at the time of such

vote shall be the act of the Board of Directors if a quorum is

present.

Section 6. Notice of Meetings. Notice of any meeting of

the Board of Directors requiring notice shall be given to each

Director by personal delivery or by mail or by telegram, in any

case at least forty-eight (48) hours before the time fixed for the

meeting. At any meeting at which all Directors shall be present,

or at which all Directors not present have waived notice in

writing, the giving of notice as above described may be dispensed

with. Attendance of a Director at a meeting shall constitute

waiver of notice of such meeting, except when such Director

attends such meeting for the express purpose of objecting, at the

beginning of such meeting, to the transaction of any business

because such meeting is not lawfully called or convened.

Section 7. Action by Consent. Unless otherwise

restricted by the Certificate of Incorporation or these By-Laws,

any action required or permitted to be taken at any meeting of the

Board of Directors may be taken without a meeting, if all members

of the Board consent thereto in writing, and the writing or

writings are filed with the minutes of proceedings of the Board.

Section 8. Telephonic Meetings. Unless otherwise

restricted by the Certificate of Incorporation or these By-Laws,

members of the Board of Directors may participate in a meeting of

the Board by means of conference telephone or similar

communications equipment by means of which all persons

participating in such meeting can hear each other, and

participation in a meeting pursuant to this Section 8 of Article

IV shall constitute presence in person at such meeting.

Section 9. Resignations. Any Director of the

Corporation may resign at any time by giving written notice to the

Board of Directors or to the Chairman of the Board, the President

or the Secretary of the Corporation. Any such resignation shall

take effect at the time specified therein, or, if the time be not

specified, upon receipt thereof; and unless otherwise specified

therein, acceptance of such resignation shall not be necessary to

make it effective.

ARTICLE V

Executive Committee and Other Committees

Section 1. Executive Committee. The Board of Directors

may, by resolution passed by a majority of the whole Board of

Directors, appoint an Executive Committee of not less than two or

more than five members, to serve during the pleasure of the Board

of Directors, to consist of the Chairman of the Board, and such

additional Director(s) as the Board of Directors may from time to

time designate. The Chairman of the Board of the Corporation

shall be Chairman of the Executive Committee.

Section 2. Procedure. The Executive Committee shall

meet at the call of the Chairman of the Executive Committee or of

any two members. A majority of the members shall be necessary to

constitute a quorum and action shall be taken by a majority vote

of those present.

Section 3. Powers and Reports. During the intervals

between the meetings of the Board of Directors, the Executive

Committee shall possess and may exercise, to the fullest extent

permitted by law, all the powers of the Board of Directors in the

management and direction of the business and affairs of the

Corporation, and may authorize the seal of the Corporation to be

affixed to all papers which may require it. The taking of action

by the Executive Committee shall be conclusive evidence that the

Board of Directors was not in session when such action was taken.

The Executive Committee shall keep regular minutes of its

proceedings and all action by the Executive Committee shall be

reported to the Board of Directors at its meeting next following

the meeting of the Executive Committee and shall be subject to

revision or alteration by the Board of Directors; provided, that

no rights of third parties shall be affected by such revision or

alteration.

Section 4. Other Committees. From time to time the

Board of Directors, by the affirmative vote of a majority of the

whole Board of Directors, may appoint other committees for any

purpose or purposes, and such committees shall have such powers as

shall be conferred by the resolution of appointment. In the

absence or disqualification of a member of any committee

(including the Executive Committee), the member or members thereof

present at any meeting and not disqualified from voting, whether

or not he or they constitute a quorum, may unanimously appoint

another member of the Board of Directors to act at the meeting in

place of any such absent or disqualified member.

ARTICLE VI

Officers

Section 1. Number, Election and Term of Office. The

Board of Directors may elect a Chairman of the Board, a Chief

Executive Officer, and/or a Chief Operating Officer, and shall

elect a President, a Secretary, a Treasurer, and in their

discretion, one or more Vice Presidents. The Chief Executive

Officer or, if no Chief Executive Officer is elected, the

President, subject to the direction of the Board of Directors,

shall have direct charge of and general supervision over the

business and affairs of the Corporation. The officers of the

Corporation shall be elected annually by the Board of Directors at

its meeting held immediately after the annual meeting of the

stockholders (other than the initial officers elected by unanimous

consent of the initial Board of Directors), and each shall hold

his office until his successor shall have been duly elected and

qualified or until he shall have died or resigned or shall have

been removed by majority vote of the entire Board of Directors.

Any number of offices may be held by the same person. The Board

of Directors may from time to time appoint such other officers and

agents as the interest of the Corporation may require and may fix

their duties and terms of office.

Section 2. Chairman of the Board. The Chairman of the

Board shall be a member of the Board of Directors. He shall

preside at all meetings of the Board of Directors, and shall have

such other duties as from time to time may be assigned to him by

the Board of Directors, by the Executive Committee or, if the

President shall have been designated chief executive officer of

the Corporation, by the President.

Section 3. President. The President shall perform all

duties incident to the office of a president of a corporation and

such other duties as from time to time may be assigned to him by

the Board of Directors or by the Executive Committee, or if the

Chairman of the Board shall have been designated chief executive

officer of the Corporation, by the Chairman of the Board. At any

time when the office of the Chairman of the Board shall be vacant

or if the Board of Directors shall not elect a Chairman of the

Board, the President of the Corporation shall be the chief

executive officer of the Corporation.

Section 4. Vice Presidents. Each Vice President shall

have such powers and shall perform such duties and from time to

time may be conferred upon or assigned to him by the Board of

Directors or as may be delegated to him by the Chairman of the

Board (if chief executive officer) or the President.

Section 5. Secretary. The Secretary shall keep the

minutes of all meetings of the stockholders and of the Board of

Directors in books provided for the purpose; shall see that all

notices are duly given in accordance with the provisions of the

law and these By-Laws; shall be custodian of the records and of

the corporate seal of the Corporation; shall see that the

corporate seal is affixed to all documents the execution of which

under the seal is duly authorized, and when the seal is so affixed

may attest the same; may sign, with the Chairman of the Board (if

chief executive officer), the President or a Vice President,

certificates of stock of the Corporation; and in general, shall

perform all duties incident to the office of a secretary of a

corporation, and such other duties as from time to time may be

assigned by the Chairman of the Board (if chief executive

officer), the President or the Board of Directors.

The Secretary shall also keep, or cause to be kept, a

stock book, containing the names, alphabetically arranged, of all

persons who are stockholders of the Corporation, showing their

places of residence, the number of shares held by them

respectively, and the time when they respectively became owners

thereof.

Section 6. Treasurer. The Treasurer shall have charge

of and be responsible for all funds, securities, receipts and

disbursements of the Corporation, and shall deposit, or cause to

be deposited, in the name of the Corporation, all moneys or other

valuable effects in such banks, trust companies or other

depositories as shall, from time to time, be selected by the Board

of Directors or by the Treasurer if so authorized by the Board of

Directors; may endorse for collection on behalf of the

Corporation, checks, notes and other obligations; may sign

receipts and vouchers for payments made to the Corporation; singly

or jointly with another person as the Board of Directors may

authorize, may sign checks on the Corporation and pay out and

dispose of the proceeds under the direction of the Board; shall

render or cause to be rendered to the Chairman of the Board (if

chief executive officer), the President and the Board of

Directors, whenever requested, an account of the financial

condition of the Corporation; may sign, with the Chairman of the

Board (if chief executive officer), the President or a Vice

President, certificates of stock of the Corporation; and in

general, shall perform all the duties incident to the office of a

treasurer of a corporation, and such other duties as from time to

time may be assigned by the Chairman of the Board (if chief

executive officer), the President or the Board of Directors.

Section 7. Subordinate Officers. The Board of Directors

may appoint such assistant secretaries, assistant treasurers and

other subordinate officers as it may deem desirable. Each such

officer shall hold office for such period, have such authority and

perform such duties as the Board of Directors may prescribe. The

Board of Directors may, from time to time, authorize the chief

executive officer to appoint and remove subordinate officers and

to prescribe the powers and duties thereof.

Section 8. Transfer of Duties. The Board of Directors

in its absolute discretion may transfer the power and duties, in

whole or in part, of any officer to any other officer, or persons,

notwithstanding the provisions of these By-Laws, except as

otherwise provided by the laws of the State of Delaware.

Section 9. Vacancies, Absences. If the office of

Chairman of the Board, President, Vice President, Secretary or

Treasurer, or of any other officer or agent becomes vacant for any

reason, the Board of Directors may, but is not required to, choose

a successor to hold office for the remainder of the unexpired

term. Except when the law requires the act of a particular

officer, the Board of Directors whenever necessary may, in the

absence of any officer, designate any other officer or properly

qualified employee, to perform the duties of the one absent for

the time being, and such designated officer or employee shall

have, when so acting, all the powers herein given to such absent

officer.

Section 10. Removals. At any meeting of the Board of

Directors called for the purpose, any officer or agent of the

Corporation may be removed from office, with or without cause, by

the affirmative vote of a majority of the entire Board of

Directors.

Section 11. Resignations. Any officer or agent of the

Corporation may resign at any time by giving written notice to the

Board of Directors, the Chairman of the Board, the President or

the Secretary of the Corporation. Any such resignation shall take

effect at the time specified therein or, if the time is not

specified, upon receipt thereof; and unless otherwise specified

therein, acceptance of such resignation shall not be necessary to

make it effective.

Section 12. Compensation of Officers. The officers

shall receive such salary or compensation as may be determined by

the affirmative vote of the majority of the Board of Directors.

No officer shall be prevented from receiving such salary or

compensation by reason of the fact that he is also a Director of

the Corporation.

ARTICLE VII

Contracts, Checks and Notes

Unless the Board of Directors shall otherwise

specifically direct, all contracts, checks, drafts, bills of

exchange and promissory notes and other negotiable instruments of

the Corporation shall be executed in the name of the Corporation

by the Chairman of the Board, the President, a Vice President,

Secretary or Treasurer or any officer as may be designated by the

Board of Directors.

ARTICLE VIII
Capital Stock

Section 1. Certificates of Stock. The certificates for

shares of the stock of the Corporation shall be in such form, not

inconsistent with the Certificate of Incorporation, as shall be

prepared or approved by the Board of Directors. Every holder of

stock in the Corporation shall be entitled to have a certificate

signed by, or in the name of the Corporation, by the Chairman of

the Board (if chief executive officer), the President or a Vice

President, and by the Treasurer or the Secretary certifying the

number of shares owned by him and the date of issue; and no

certificate shall be valid unless so signed. All certificates

shall be consecutively numbered and shall be entered in the books

of the Corporation as they are issued.

All signatures on the certificate may be facsimile. In

case any officer, transfer agent or registrar who has signed or

whose facsimile signature has been placed upon a certificate shall

have ceased to be such officer, transfer agent or registrar before

such certificate is issued, it may be issued by the Corporation

with the same effect as if he were such officer, transfer agent or

registrar at the date of issue.

Section 2. Transfer of Stock. Upon surrender to the

Corporation or the transfer agent of the Corporation of a

certificate for shares duly endorsed or accompanied by proper

evidence of succession, assignment or authority to transfer, the

Corporation shall issue a new certificate to the person entitled

thereto, cancel the old certificate and record the transaction

upon its books.

Section 3. Registered Stockholders. The Corporation

shall be entitled to treat the holder of record of any share or

shares of stock as the holder in fact thereof and, accordingly,

shall not be bound to recognize any equitable or other claim to,

or interest in, such share or shares on the part of any other

person, whether or not it shall have express or other notice

thereof, save as expressly provided by the laws of the State of

Delaware.

Section 4. Lost Certificates Any person claiming a

certificate of stock to be lost or destroyed shall make an

affidavit or affirmation of the fact and advertise the same in

such manner as the Board of Directors may require, and the Board

of Directors, in its discretion, may require the owner of the lost

or destroyed certificate, or his legal representative, to give the

Corporation a bond in a sum sufficient, in the opinion of the

Board of Directors, to indemnify the Corporation against any claim

that may be made against it on account of the alleged loss of any

such certificate. A new certificate of the same tenor and for the

same number of shares as the one alleged to be lost or destroyed

may be issued without requiring any bond when, in the judgment of

the Directors, it is proper so to do.

Section 5. Record Date. In order that the Corporation

may determine the stockholders entitled to notice of or to vote at

any meeting of stockholders or any adjournment thereof, or to

express consent to corporate action in writing without a meeting,

or to receive payment of any dividend or other distribution or

allotment of any rights, or to exercise any rights in respect of

any change, conversion or exchange of stock or for the purpose of

any other lawful action, the Board of Directors may fix, in

advance, a record date, which shall not be more than sixty (60)

nor less than ten (10) days before the date of such meeting, nor

more than sixty (60) days prior to any other action. A

determination of stockholders of record entitled to notice of or

to vote at a meeting of stockholders shall apply to any

adjournment of the meeting; provided, however, that the Board of

Directors may fix a new record date for the adjourned meeting.

ARTICLE IX

Dividends

Dividends upon the common stock of the Corporation may be

declared by the Board of Directors at any regular or special

meeting, pursuant to law. Dividends may be paid in cash, in

property, or in shares of the common stock of the Corporation,

subject to the provisions of the Certificate of Incorporation.

Before payment of any dividend, there may be set aside

out of any funds of the Corporation available for dividends such

sums as the Directors from time to time, in their absolute

discretion, think proper as a reserve or reserves to meet

contingencies, or for equalizing dividends, or for repairing or

maintaining any property of the Corporation, or for such other

purpose as the Directors shall think conducive to the interest of

the Corporation, and the Directors may modify or abolish any such

reserve in the manner in which it was created.

ARTICLE X

Waiver of Notice

Whenever any notice whatever is required to be given by

statute or under the provisions of the Certificate of

Incorporation or these By-Laws, a waiver thereof in writing signed

by the person or persons entitled to said notice, whether before

or after the time stated therein, shall be equivalent thereto,

unless expressly provided otherwise in such statute, Certificate

of Incorporation or these By-Laws.

ARTICLE XI

Seal

The corporate seal of the Corporation shall have

inscribed thereon the name of the Corporation, the year of

its organization and the words "Corporate Seal, Delaware", or

shall be in such other form as the Board of Directors may

prescribe.

ARTICLE XII

Fiscal Year

The fiscal year of the Corporation shall be the calendar
year.

ARTICLE XIII

Indemnification; Advancement of Expenses;
Insurance and Other Funding Arrangments

Section 1. Mandatory Indemnification - Third Party

Actions. The Corporation shall indemnify any person who was or is

a party or is threatened to be made a party to any threatened,

pending or completed action, suit or proceeding ("Action"),

whether civil, criminal, administrative or investigative (other

than an Action by or in the right of the Corporation) by reason of

the fact that he is or was a Director, officer or employee of the

Corporation, or is or was serving at the request of the

Corporation as a Director, officer or employee of another

corporation, partnership, joint venture, trust or other

enterprise, against expenses (including attorneys' fees),

judgments, fines and amounts paid in settlement actually and

reasonable incurred by him in connection with such Action if he

acted in good faith and in a manner he reasonably believed to be

in or not opposed to the best interests of the Corporation, and,

with respect to any criminal Action, had no reasonable cause to

believe his conduct was unlawful. The termination of any Action

by judgment, order, settlement, conviction, or upon a plea of nolo

contendere or its equivalent, shall not, of itself, create a

presumption that the person did not act in good faith and in a

manner which he reasonably believed to be in or not opposed to the

best interest of the Corporation, and, with respect to any

criminal Action, had reasonable cause to believe that his conduct

was unlawful. The right to indemnification under this Section 1

of Article XIII shall be a contract right that may be enforced in

any lawful manner by a person entitied to such indemnification.

Section 2. Mandatory Indemnification - Derivative

Actions. The Corporation shall indemnify any person who was or is

a party or is threatened to be made a party to any threatened,

pending or completed Action by or in the right of the Corporation

to procure a judgment in its favor by reason of the fact that he

is or was a Director, officer or employee of the Corporation, or

is or was serving at the request of the Corporation as a Director,

officer, or employee of another corporation, partnership, joint

venture, trust or other enterprise, against expenses (including

attorneys' fees) actually and reasonably incurred by him in

connection with the defense or settlement of such Action if he

acted in good faith and in a manner he reasonably believed to be

in or not opposed to the best interests of the Corporation and

except that no indemnification under these By-Laws shall be made

in respect of any claim, issue or matter as to which such person

shall have been adjudged to be liable to the Corporation, unless

and only to the extent that the Court of Chancery of the State of

Delaware or the court in which such Action was brought, shall

determine upon application that, despite the adjudication of

liability but in view of all the circumstances of the case, such

person is fairly and reasonably entitled to indemnity for such

expenses which the Court of Chancery of the State of Delaware or

such other court shall deem proper. The right to indemnification

under this Section 2 of Article XII shall be a contract right that

may be enforced in any lawful manner by a person entitled to such

indemnification.

Section 3. Mandatory Indemnification - Successful Party.

To the extent that a Director, officer, employee or agent of the

Corporation has been successful on the merits or otherwise in

defense of any Action referred to in Sections I or 2 of this

Article XIII, or in defense of any claim, issue or matter therein,

he shall be indemnified against expenses (including attorneys'

fees) actually and reasonably incurred by him in connection

therewith. The right to indemnification under this Section 3 of

Article XIII shall be a contract right that may be enforced in any

lawful manner by a person entitled to such indemnification.

Section 4. Permissive Indemnification. Except as

otherwise expressly provided in Section 2 of this Article XIII,

the Corporation may also indemnify any person who is or was a

party or is threatened to be made a party to any Action by reason

of the fact that he is or was a Director, officer, employee or

agent of the Corporation, or is or was serving at the request of

the Corporation as a Director, officer, employee or agent of

another corporation, partnership, joint venture, trust or other

enterprise, against all or part of any expenses (including

attorneys' fees), judgments, fines and amounts paid in settlement

actually and reasonably incurred by him in connection with such

Action if it shall be determined in accordance with the applicable

procedures set forth in Section 5 that such person is fairly and

reasonably entitled to such indemnification.

Section 5. Procedure. Any indemnification under the

foregoing provisions of this Article XIII (unless ordered by a

court) shall be made by the Corporation only as authorized in the

specific case upon a determination that indemnification of the

Director, officer, employee or agent is proper in the

circumstances because he has met the applicable standards of

conduct set forth in Sections 1 or 2, or is entitled to

indemnification under Section 4, of this Article XIII. Such

determination shall be made (i) by the Board of Directors by a

majority vote of a quorum, as defined in the Certificate of

Incorporation or these By-Laws, consisting of Directors who are

not or were not parties to any pending or completed Action giving

rise to the proposed indemnification, or (ii) if such a quorum is

not obtainable or, even if obtainable, a quorum of disinterested

Directors so directs, by independent legal counsel in a written

opinion, or (iii) by the stockholders.

Section 6. Advance Payments. Expenses (including

attorneys' fees) incurred or reasonably expected to be incurred by

a Director or officer of the Corporation in defending any Action

referred to in Sections 1 or 2 of this Article XIII shall be paid

by the Corporation in advance of the final determination thereof

upon receipt by the Corporation of his written request therefor

and his written promise to repay such amount if it shall

ultimately be determined that he is not entitled to be indemnified

by the Corporation as authorized or required by this Article XIII.

The right of Directors and officers to advancement of expenses

under this Section 6 of Article XIII shall be a contract right

that may be enforced in any lawful manner by a Director or officer

of the Corporation. Such expenses incurred by other employees and

agents may be paid upon such terms and conditions, if any, as the

Board of Directors deems appropriate.

Section 7. Provisions Not Exclusive. The

indemnification and advancement of expenses provided by, or

granted pursuant to, this Article shall not be deemed exclusive of

any other rights to which any person seeking indemnification and

advancement of expenses, may be entitled under any law, by-law,

agreement, vote of stockholders or disinterested Directors or

otherwise, both as to action in his official capacity and as to

action in another capacity while holding such office, and shall

continue as to a person who has ceased to be a Director, officer,

employee or agent and shall inure to the benefit of the heirs,

executors and administrators of such a person.

Section 8. Insurance. The Corporation may purchase and

maintain insurance on behalf of any person who is or was a

Director, officer, employee or agent of the Corporation, or is or

was serving at the request of the Corporation as a Director,

officer, employee, or agent of another corporation, partnership,

joint venture, trust or other enterprise, against any liability

asserted against him and incurred by him in any such capacity, or

arising out of his status as such, whether or not the Corporation

would have the power to indemnify him against such liability under

the provisions of this Article XIII.

Section 9. Other Arrangements. The Corporation also may

obtain a letter of credit, act as a self-insurer, create a

reserve, trust, escrow, cash collateral or other fund or account,

enter into indemnification agreements, pledge or grant a security

interest in any assets or properties of the Corporation, or use

any other mechanism or arrangement whatsoever in such amounts, at

such costs, and upon such other terms and conditions as the Board

of Directors shall deem appropriate for the protection of any or

all such persons.

Section 10. Severability. If this Article XIII or any

portion hereof shall be invalidated on any ground by any court of

competent jurisdiction, then the Corporation shall nevertheless

indemnify each person as to whom the Corporation has agreed to

grant indemnity, as to liabilities and expenses, and amounts paid

or to be paid in settlement with respect to any proceeding,

including an action by or in the right of the Corporation, to the

full extent permitted by any applicable portion of this Article

XIII that shall not have been invalidated and to the full extent

permitted by applicable law.

Section 11. Miscellaneous. (a) For the purposes of this

Article XIII, references to "the Corporation" include all

constituent corporations absorbed in a consolidation or merger, as

well as the resulting or surviving corporation, so that any person

who is or was a Director, officer, employee or agent of such a

constituent corporation or is or was serving at the request of

such constituent corporation as a Director, officer, employee or

agent of another corporation, partnership, joint venture, trust or

other enterprise, shall stand in the same position under the

provisions of this Article XIII with respect to the resulting or

surviving corporation as he would if he had served the resulting

or surviving corporation in the same capacity.

(b) For purposes of this Article XIII, references to

"other enterprises" shall include employee benefit plans;

references to "fines' shall include any excise taxes assessed on a

person with respect to any employee benefit plan; and references

to "serving at the request of the Corporation" shall include any

services as a Director, officer, employee or agent of the

Corporation which imposes duties on, or involves services by, such

Director, officer, employee or agent with respect to an employee

benefit plan, its participants or beneficiaries; and a person who

acted in good faith in a manner he reasonably believed to be in

the interest of the participants and beneficiaries of an employee

benefit plan shall be deemed to have acted in a manner "not

opposed to the best interests of the Corporation" as referred to

in this Article XIII.

provided by, or granted pursuant to, this Article XIII shall,

unless otherwise provided when authorized or ratified, continue as

to a person who has ceased to be a Director, officer, employee or

agent and shall inure to the benefit of the heirs, executors and

administrators of such a person.

ARTICLE XIV

General Provisions

Section 1. The Chairman of the Board, the President, any

Vice President or the Treasurer of the Corporation may attend any

meeting of the holders of stock or other securities of any other

corporation, any of whose stock or other securities are held by

the Corporation, and cast the votes which the Corporation is

entitled to cast as a stockholder or otherwise at such meeting, or

may consent in writing to any action by any such corporation, and

may execute on behalf of the Corporation and under its corporate

seal, or otherwise, such written proxies, consents, waivers or

other instruments as he may deem necessary or appropriate. Any of

the foregoing acts or functions may also be performed by any one

or more of such persons as shall from time to time be authorized

by the Board of Directors or by a writing executed by the chief

executive officer of the Corporation.

Section 2. The moneys of the Corporation shall be

deposited in the name of the Corporation in such bank or banks or

trust company or trust companies as the Board of Directors shall

from time to time designate, and shall be drawn out only by signed

checks or by telephonic or other electronic advice given and

subsequently confirmed by means which the bank or trust company

may require, by persons designated in a resolution or resolutions

of the Board of Directors or by such other persons designated by a

writing executed by persons authorized to so designate in a

resolution or resolutions of the Board of Directors.

Section 3. Notices to Directors and stockholders shall

be in writing and delivered personally or mailed to the Directors

or stockholders at their addresses appearing on the books of the

Corporation. Notice by mail shall be deemed to be given at the

time when the same shall be mailed. Notice to Directors may also

be given by telegraph, and any such notice shall be deemed to be

given when delivered to an office of the transmitting company with

all charges prepaid.

Section 4. Alterations, amendments or repeals of these

By-Laws, or any of them, may be made by a majority of the

stockholders entitled to vote at any meeting thereof, if the

notice of such meeting contains a statement of the proposed

alteration, amendment or repeal, or by the Board of Directors by a

majority vote of the whole Board of Directors at any meeting

thereof, provided notice of such alteration, amendment or repeal

has been given to each Director in writing. No notice of any

alteration, amendment or repeal need be given if adopted by action

taken at a meeting duly held on waiver of notice.

Exhibit B-21(a)

Form No. 5

BERMUDA
THE COMPANIES ACT 1981
CERTIFICATE OF DEPOSIT OF
MEMORANDUM OF ASSOCIATION
AND CONSENT GRANTED BY THE MINISTER

THIS IS TO CERTIFY that a Memorandum of Association
of
Entergy Power Edesur Holding Ltd.

and the consent granted by the Minister under section 6(1 ) of the Act was
delivered to the Office of the Registrar of Companies on the 19th day of
December, 1995 in accordance with the provisions of section 14(2) of the Act.

IN WITNESS WHEREOF I have
hereto set my hand this 21 st day of
December, 1995

for REGISTRAR OF COMPANIES

Minimum Capital of the Company: US$ 12.000.00
Authorized Capital of the Company: US$ 12.000 00

<PAGE>

FORM NO. 6 Registration No. EC21462

Bermuda
CERTIFICATE OF INCORPORATION

I hereby in accordance with the provisions of section 14 of the Companies Act
1981, of Bermuda issue this Certificate of Incorporation and do certify that
on the 19th day of December 1995

Entergy Power Edesur Holding Ltd.

was registered by me in the Register maintained by me under the provisions of
the said section and that the status of the said company is that of an
exempted company.

Given under my hand this 21st day of December 1995.

for REGISTRAR OF COMPANIES

<PAGE>

APOSTILLE
(Convention de La Haye du 5 Octobre 1961)

1. Country: United Kingdom in respect of Bermuda

This Public Document

2. Has been signed By Pamela Adams

3. Acting in the capacity of Acting Registrar of Companies

4. Bears the seal/stamp Registrar of Companies, Bermuda
Certified

5. At Bermuda 6. On 15th April, 1996

7. By the Governor and Commander-in-Chief of the Bermudas or Somers Islands
or any member of his staff, signing on his behalf and using his official
seal.

8. Number: 9261

9. Seal 10.

Signature:

Jennifer M. Ratteray
For Governor and
Commander-in-Chief

<PAGE>

BERMUDA

MlNISTRY OF FINANCE

THIS IS TO CERTIFY that the attached documents lettered A,B,C,D and E are true
copies of the public documents of Entergy Power Edesur Holding Ltd. a Company
incorporated in the Islands of Bermuda, consisting of respectively -

A) a Memorandum of Association of Company Limited by Shares

B) a Second Schedule to The Companies Act 1981

C) a Consent pursuant to Section 6(1)

D) a Certificate of Deposit of Memorandum of Association and Consent
Granted By the Minister

E) a Certificate of Incorporation

IN WITNESS WHEREOF I have set
my hand and affix the Official Seal of
the REGISTRAR OF COMPANIES
this 15th day of April, 1996.

for REGISTRAR OF COMPANIES

<PAGE>

FORM NO. 2

BERMUDA

THE COMPANIES ACT 1981
MEMORANDUM OF ASSOCIATION OF
COMPANY LIMITED BY SHARES
(Section 7(1) and (2))

MEMORANDUM OF ASSOCIATION
OF

Entergy Power Edesur Holding Ltd.
(hereinafter referred to as "the Company")

1. The liability of the members of the Company is limited to the amount (if
any) for the time being unpaid on the shares respectively held by them.

2. We, the undersigned, namely,

NAME ADDRESS BERMUDAN NATIONALITY NUMBER OF
STATUS SHARES
(Yes/No) SUBSCRIBED

C.F.A. Cooper Clarendon House Yes British One
2 Church Street
Hamilton, Bermuda

D.H. Malcolm Clarendon House No British One
2 Church Street
Hamilton, Bermuda

E.S. Mortimer Clarendon House Yes British One
2 Church Street
Hamilton, Bermuda

do hereby respectively agree to take such number of shares of the Company as
may be allotted to us respectively by the provisional directors of the
Company, not exceeding the number of shares for which we have respectively
subscribed, and to satisfy such calls as may be made by the directors,
provisional directors or promoters of the Company in respect of the shares
allotted to us respectively.

<PAGE>

3. The Company is to be an exempted Company as defined by the Companies Act
1981.

4. The Company has power to hold land situated in Bermuda not exceeding in
all, including the following parcels

N/A

5. The authorized share capital of the Company is US$12,000.00 divided into
shares of US$1.00 each. The minimum subscribed share capital of the
Company is US$12,000.00.

6. The objects for which the Company is formed and incorporated are -

1. as set out in paragraphs (b) to (n) and (p) to (u) inclusive of the
Second Schedule to the Act.

7. Powers of the Company

1. The Company shall, pursuant to the Section 42 of the Companies Act
1981, have the power to issue preference shares which are, at the
option of the holder, liable to be redeemed.

<PAGE>

Signed by each subscriber in the presence of at least one witness attesting
the signature thereof -

- ------------------------------------- ---------------------------------
(Subscribers) (Witnesses)

SUBSCRIBED this 13th day of December, 1995.

Exhibit B-21(b)
BYE-LAWS
of
Entergy Power Edesur Holding Ltd.

(i)
TABLE OF CONTENTS
Bye-Law Page

1 Interpretation 1
2 Board of Directors 2
3 Management of the Company 3
4 Power to appoint managing director or
chief executive officer 3
5 Power to appoint manager 3
6 Power to authorize specific actions 3
7 Power to appoint attorney 4
8 Power to delegate to a committee 4
9 Power to appoint and dismiss employees 4
10 Power to borrow and charge property 4
11 Exercise of power to purchase shares
of or discontinue the Company 5
12 Election of Directors 5
13 Defects in appointment of Directors 5
14 Alternate Directors 5
15 Removal of Directors 6
16 Vacancies on the Board 7
17 Notice of meetings of the Board 7
18 Quorum at meetings of the Board 8
19 Meetings of the Board 8
20 Unanimous written resolutions 8
21 Contracts and disclosure of Directors'
interests 8
22 Remuneration of Directors 9
23 Officers of the Company 9
24 Appointment of Officers 9
25 Remuneration of Officers 10
26 Duties of Officers 10
27 Chairman of meetings 10
28 Register of Directors and Officers 10
29 Obligations of Board to keep minutes 11
30 Indemnification of Directors and Officers
of the Company 12
31 Waiver of claim by Member 12
32 Notice of annual general meeting 13
33 Notice of special general meeting 13
34 Accidental omission of notice of general
meeting 13
35 Meeting called on requisition of members 13
36 Short notice 14
37 Postponement of meetings 14

<PAGE>

(ii)

38 Quorum for general meeting 14
39 Adjournment of meetings 14
40 Attendance at meetings 15
41 Written resolutions 15
42 Attendance of Directors 16
43 Voting at meetings 16
44 Voting on show of hands 17
45 Decision of chairman 17
46 Demand for a poll 17
47 Seniority of joint holders voting 19
48 Instrument of proxy 19
49 Representation of corporations at
meetings 19
50 Rights of shares 20
51 Power to issue shares 20
52 Variation of rights, alteration of share
capital and purchase of shares of the
Company 21
53 Registered holder of shares 22
54 Death of a joint holder 23
55 Share certificates 23
56 Calls on shares 24
57 Forfeiture of Shares 24
58 Contents of Register of Members 25
59 Inspection of Register of Members 25
60 Determination of record dates 25
61 Instrument of transfer 26
62 Restriction on Transfer 26
63 Transfers by joint holders 26
64 Representative of deceased Member 27
65 Registration on death or bankruptcy 27
66 Declaration of dividends by Board 28
67 Other distributions 28
68 Reserve fund 28
69 Deduction of amounts due to the Company 28
70 Issue of bonus shares 28
71 Records of account 29
72 Financial year end 29
73 Financial statements 29
74 Appointment of Auditor 30
75 Remuneration of Auditor 30
76 Vacation of office of Auditor 30
77 Access to books of the Company 30
78 Report of the Auditor 30
79 Notices to Members of the Company 31

<PAGE>

(iii)

80 Notices to joint Members 31
81 Service and delivery of notice 31
82 The seal 32
83 Manner in which seal is to be affixed 32
84 Winding-up/distribution by liquidator 32
85 Alteration of Bye-laws 32

<PAGE>

INTERPRETATION
--------------

1. Interpretation
--------------
(1 ) In these Bye-laws the following words and expressions shall, where
not inconsistent with the context, have the following meanings
respectively:

(a) "Act" means the Companies Act 1981 as amended from time
to time;

(b) "Alternate Director'' means an alternate Director appointed in
accordance with these Bye-laws;

(d) "Board" means the Board of Directors appointed or elected
pursuant to these Bye-laws and acting by resolution in
accordance with the Act and these Bye-laws or the Directors
present at a meeting of Directors at which there is a quorum;

(e) "Company" means the company for which these Bye-laws are
approved and confirmed;

(f) "Director" means a director of the Company and shall include an
alternate Director;

(g) "Member" means the person registered in the Register of Members
as the holder of shares in the Company and, when two or more
persons are so registered as joint holders of shares, means the
person whose name stands first in the Register of Members as one
of such joint holders or all of such persons as the context so
requires;

(h) "Notice" means written notice as further defined in these
Bye-laws unless otherwise specifically stated;

(i) "Officer" means any person appointed by the Board to hold an
office in the Company;

(j) "Register of Directors and Officers" means the Register of
Directors and Officers referred to in these Bye-laws;

(k) "Register of Members" means the Register of Members referred to
in these Bye-laws; and

(l) "Secretary" means the person appointed to perform any or all the
duties of secretary of the Company and includes any deputy or
assistant secretary.

(2) In these Bye-laws, where not inconsistent with the context:
(a) words denoting the plural number include the singular number and
vice versa;

(b) words denoting the masculine gender include the feminine gender;

(d) the word:

(i) "may" shall be construed as permissive;

(ii) "shall" shall be construed as imperative; and

(e) unless otherwise provided herein words or expressions defined in
the Act shall bear the same meaning in these Bye-laws.

(3) Expressions referring to writing or written shall, unless the contrary
intention appears, include facsimile, printing, lithography,
photography and other modes of representing words in a visible form.

(4) Headings used in these By-laws are for convenience only and are not
to be used or relied upon in the construction hereof.

BOARD OF DIRECTORS
------------------

2. Board of Directors
------------------
The business of the Company shall be managed and conducted by the Board.

3. Management of the Company
-------------------------
(1) In managing the business of the Company, the Board may exercise all
such powers of the Company as are not, by statute or by these Bye-laws, required
to be exercised by the Company in general meeting subject, nevertheless, to
these Bye-laws, the provisions of any statute and to such regulations as may
be prescribed by the Company in general meeting.

(2) No regulation or alteration to these Bye-laws made by the Company in
general meeting shall invalidate any prior act of the Board which would have
been valid if that regulation or alteration had not been made.

(3) The Board may procure that the Company pays all expenses incurred
in promoting and incorporating the Company.

4. Power to appoint managing director or chief executive officer
-------------------------------------------------------------
The Board may from time to time appoint one or more Directors to the
office of managing director or chief executive officer of the Company who
shall, subject to the control of the Board, supervise and administer all of
the general business and affairs of the Company.

5. Power to appoint manager
------------------------
The Board may appoint a person to act as manager of the Company's day to
day business and may entrust to and confer upon such manager such powers and
duties as it deems appropriate for the transaction or conduct of such business.

6. Power to authorize specific actions
-----------------------------------
The Board may from time to time and at any time authorize any company,
firm, person or body of persons to act on behalf of the Company for any
specific purpose and in connection therewith to execute any agreement, document
or instrument on behalf of the Company.

7. Power to appoint attorney
-------------------------
The Board may from time to time and at any time by power of attorney
appoint any company, firm, person or body of persons, whether nominated
directly or indirectly by the Board, to be an attorney of the Company for
such purposes and with such powers, authorities and discretions (not exceeding
those vested in or exercisable by the Board) and for such period and subject
to such conditions as it may think fit and any such power of attorney may
contain such provisions for the protection and convenience of persons dealing
with any such attorney as the Board may think fit and may also authorize any
such attorney to sub-delegate all or any of the powers, authorities and
discretions so vested in the attorney. Such attorney may, if so authorized
under the seal of the Company, execute any deed or instrument under such
attorney's personal seal with the same effect as the affixation of the seal of
the Company.

8. Power to delegate to a committee
--------------------------------
The Board may delegate any of its powers to a committee appointed by the
Board and every such committee shall conform to such directions as the Board
shall impose on them.

9. Power to appoint and dismiss employees
--------------------------------------
The Board may appoint, suspend or remove any manager, secretary, clerk,
agent or employee of the Company and may fix their remuneration and determine
their duties.

10. Power to borrow and charge property
-----------------------------------
The Board may exercise all the powers of the Company to borrow money and
to mortgage or charge its undertaking, property and uncalled capital, or any
part thereof, and may issue debentures, debenture stock and other securities
whether outright or as security for any debt, liability or obligation of the
Company or any third party.

11. Exercise of power to purchase shares of or discontinue the Company
------------------------------------------------------------------
(1) The Board may exercise all the powers of the Company to purchase all
or any part of its own shares pursuant to Section 42A of the Act.

(2) The Board may exercise all the powers of the Company to discontinue
the Company to a named country or jurisdiction outside Bermuda pursuant to
Section 132G of the Act.

12. Election of Directors
---------------------
The Board shall consist of not less than two Directors or such number in
excess thereof as the Members may from time to time determine who shall be
elected or appointed in the first place at the statutory meeting of the Company
and thereafter, except in the case of casual vacancy, at the annual general
meeting or at any special general meeting called for the purpose and who shall
hold office for such term as the Members may determine or, in the absence of
such determination, until the next annual general meeting or until their
successors are elected or appointed or their office is otherwise vacated, and
any general meeting may authorize the Board to fill any vacancy in their number
left unfilled at a general meeting.

13. Defects in appointment of Directors
-----------------------------------
All acts done bona fide by any meeting of the Board or by a committee of
the Board or by any person acting as a Director shall, notwithstanding that it
be afterwards discovered that there was some defect in the appointment of any
Director or person acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every such person had been duly appointed and
was qualified to be a Director.

14. Alternate Directors
-------------------
(1) Any general meeting of the Company may elect a person or persons to
act as a Director in the alternative to any one or more of the Directors of
the Company or may authorize the Board to appoint such Alternate Directors.
Unless the Members otherwise resolve, any Director may appoint a person or
persons to act as a Director in the alternative to himself or herself by
notice in writing deposited with the Secretary. Any person so appointed
shall have all the rights and powers of the Director or Directors for whom
such person is appointed in the alternative provided that such person shall
not be counted more than once in determining whether or not a quorum is
present.

(2) An Alternate Director shall be entitled to receive notice of all
meetings of the Board and to attend and vote at any such meeting at which a
Director for whom such Alternate Director was appointed in the alternative is
not personally present and generally to perform at such meeting all the
functions of such Director for whom such Alternate Director was appointed.

(3) An Alternate Director shall cease to be such if the Director for
whom such Alternate Director was appointed ceases for any reason to be a
Director but may be re-appointed by the Board as alternate to the person
appointed to fill the vacancy in accordance with these Bye-laws.

15. Removal of Directors
--------------------
(1 ) Subject to any provision to the contrary in these Bye-laws, the
Members may, at any special general meeting convened and held in accordance
with these Bye-laws, remove a Director provided that the notice of any such
meeting convened for the purpose of removing a Director shall contain a
statement of the intention so to do and be served on such Director not less
than 14 days before the meeting and at such meeting such Director shall be
entitled to be heard on the motion for such Director's removal.

(2) A vacancy on the Board created by the removal of a Director under
the provisions of subparagraph (1) of this Bye-law may be filled by the Members
at the meeting at which such Director is removed and, in the absence of such
election or appointment, the Board may fill the vacancy.

16. Vacancies on the Board
----------------------
(1) The Board shall have the power from time to time and at any time to
appoint any person as a Director to fill a vacancy on the Board occurring as
the result of the death, disability, disqualification or resignation of any
Director and to appoint an Alternate Director to any Director so appointed.

(2) The Board may act notwithstanding any vacancy in its number but, if
and so long as its number is reduced below the number fixed by these Bye-laws
as the quorum necessary for the transaction of business at meetings of the
Board, the continuing Directors or Director may act for the purpose of
(i) summoning a general meeting of the Company or (ii) preserving the assets
of the Company.

(3) The office of Director shall be vacated if the Director:
(a) is removed from office pursuant to these Bye-laws or is
prohibited from being a Director by law;

(b) is or becomes bankrupt or makes any arrangement or composition
with his creditors generally;

(d) resigns his or her office by notice in writing to the Company.

17. Notice of meetings of the Board
-------------------------------
(1 ) A Director may, and the Secretary on the requisition of a Director
shall, at any time summon a meeting of the Board.

(2) Notice of a meeting of the Board shall be deemed to be duly given to
a Director if it is given to such Director verbally in person or by telephone
or otherwise communicated or sent to such Director by post, cable, telex,
telecopier, facsimile or other mode of representing words in a legible and
non-transitory form at such Director's last known address or any other address
given by such Director to the Company for this purpose.

18. Quorum at meetings the Board
----------------------------
The quorum necessary for the transaction of business at a meeting of the
Board shall be two Directors.

19. Meetings of the Board
---------------------
(1) The Board may meet for the transaction of business, adjourn and
otherwise regulate its meetings as it sees fit.

(2) Directors may participate in any meeting of the Board by means of
such telephone, electronic or other communication facilities as permit all
persons participating in the meeting to communicate with each other
simultaneously and instantaneously, and participation in such a meeting shall
constitute presence in person at such meeting.

(3) A resolution put to the vote at a meeting of the Board shall be
carried by the affirmative votes of a majority of the votes cast and in the
case of an equality of votes the resolution shall fail.

20. Unanimous written resolutions
-----------------------------
A resolution in writing signed by all the Directors which may be in
counterparts, shall be as valid as if it had been passed at a meeting of the
Board duly called and constituted, such resolution to be effective on the date
on which the last Director signs the resolution. For the purposes of this
Bye-law only, "Director" shall not include an Alternate Director.

21. Contracts and disclosure of Directors' interests
------------------------------------------------
(1) Any Director, or any Director's firm, partner or any company with
whom any Director is associated, may act in a professional capacity for the
Company and such Director or such Director's firm, partner or such company shall
be entitled to remuneration for professional services as if such Director were
not a Director, provided that nothing herein contained shall authorize a
Director or Director's firm, partner or such company to act as Auditor of the
Company.

(2) A Director who is directly or indirectly interested in a contract or
proposed contract or arrangement with the Company shall declare the nature of
such interest as required by the Act.

(3) Following a declaration being made pursuant to this Bye-law, and
unless disqualified by the chairman the relevant Board meeting, a Director may
vote in respect of any contract or proposed contract or arrangement in which
such Director is interested and may be counted in the quorum at such meeting.

22. Remuneration of Directors
-------------------------
The remuneration, (if any) of the Directors shall be determined by the
Company in general meeting and shall be deemed to accrue from day to day. The
Directors may also be paid all travel, hotel and other expenses properly
incurred by them in attending and returning from meetings of the Board, any
committee appointed by the Board, general meetings of the Company, or in
connection with the business of the Company or their duties as Directors
generally.

OFFICERS
--------

23. Officers of the company
-----------------------
The Officers of the Company shall consist of a President and a Vice
President or a Chairman and a deputy Chairman, a Secretary and such additional
Officers as the Board may from time to time determine all of whom shall be
deemed to be Officers for the purposes of these Bye-laws.

24. Appointment of Officers
-----------------------
(1) The Board shall, as soon as possible after the statutory meeting of
Members and after each annual general meeting appoint a President and Vice
President or a Chairman and Deputy Chairman who shall be Directors.

(2) The Secretary and additional Officers, if any, shall be appointed by
the Board from time to time.

25. Remuneration of Officers
------------------------
The Officers shall receive such remuneration as the Board may from time to
time determine.

26. Duties of Officers
------------------
The Officers shall have such powers and perform such duties in the
management, business and affairs of the Company as may be delegated to them by
the Board from time to time.

27. Chairman of meetings
--------------------
Unless otherwise agreed by a majority of those attending and entitled to
attend and vote thereat, the Chairman, if there be one, and if not the President
shall act as chairman at all meetings of the Members and of the Board at
which such person is present. In their absence the Deputy Chairman or Vice
President, if present, shall act as chairman and in the absence of all of them
a chairman shall be appointed or elected by those present at the meeting and
entitled to vote.

28. Register of Directors and Officers
----------------------------------
(1 ) The Board shall cause to be kept in one or more books at its
registered office a Register of Directors and Officers and shall enter therein
the following particulars with respect to each Director and the President, each
Vice-President, the Chairman, and each Deputy Chairman, provided that each such
person is a Director and the Secretary, that is to say:

(a) first name and surname; and

(b) address.

(2) The Board shall, within the period of fourteen days from the
occurrence of -

(a) any change among its Directors, the President, any vice-
president, the Chairman, and any Deputy Chairman, provided
that each such person is a Director, and in the Secretary; or

(b) any change in the particulars contained in the Register of
Directors and Officers,

cause to be entered on the Register of Directors and Officers the particulars
of such change and the date on which such change occurred.

(3) The Register of Directors and Officers shall be open to inspection at
the office of the Company on every business day, subject to such reasonable
restrictions as the Board may impose, so that not less than two hours in each
business day be allowed for inspection.

MINUTES
-------

29. Obligations of Board to keep minutes
------------------------------------
The Board shall cause minutes to be duly entered in books provided for
the purpose-

(a) of all elections and appointments of Officers;

(b) of the names of the Directors present at each meeting of the Board
and of any committee appointed by the Board; and

(c) of all resolutions and proceedings of general meetings of the
Members, meetings of the Board, meetings of managers and meetings of
committees appointed by the Board.

INDEMNITY
---------

30. Indemnification of Directors and Officers of the Company
--------------------------------------------------------
The Directors, Secretary and other Officers for the time being of the
Company and the liquidator or trustees (if any) for the time being acting in
relation to any of the affairs of the Company and every one of them, and their
heirs, executors and administrators, shall be indemnified and secured harmless
out of the assets of the Company from and against all actions, costs, charges,
losses, damages and expenses which they or any of them, their heirs, executors
or administrators, shall or may incur or sustain by or by reason of any act
done, concurred in or omitted in or about the execution of their duty, or
supposed duty, or in their respective offices or trusts, and none of them shall
be answerable for the acts, receipts, neglects or defaults of the others of
them or for joining in any receipts for the sake of conformity, or for any
bankers or other persons with whom any moneys or effects belonging to the
Company shall or may be lodged or deposited for safe custody, or for
insufficiency or deficiency of any security upon which any moneys of or
belonging to the Company shall be placed out on or invested, or for any other
loss, misfortune or damage which may happen in the execution of their
respective offices or trusts, or in relation thereto, PROVIDED THAT this
indemnity shall not extend to any matter in respect of any willful negligence,
willful default, fraud or dishonesty which may attach to any of said persons.

31. Waiver of claim by Member
-------------------------
Each Member agrees to waive any claim or right of action such Member might
have, whether individually or by or in the right of the Company, against any
Director or Officer on account of any action taken by such Director or Officer,
or the failure of such Director or Officer to take any action in the per-
formance of his duties with or for the Company, PROVIDED THAT such waiver shall
not extend to any matter in respect of any willful negligence, willful default,
fraud or dishonesty which may attach to such Director or Officer.

MEETINGS
--------

32. Notice of annual general meeting
--------------------------------
The annual general meeting of the Company shall be held in each year other
than the year of incorporation at such time and place as the President or the
Chairman or any two Directors or any Director and the Secretary or the Board
shall appoint. At least five days notice of such meeting shall be given to each
Member stating the date, place and time at which the meeting is to be held,
that the election of Directors will take place thereat, and as far as
practicable, the other business to be conducted at the meeting.

33. Notice of special general meeting
---------------------------------
The President or the Chairman or any two Directors or any Director and the
Secretary or the Board may convene a special general meeting of the Company
whenever in their judgment such a meeting is necessary, upon not less than five
days' notice which shall state the date, time, place and the general nature of
the business to be considered at the meeting.

34. Accidental omission of notice of General meeting
------------------------------------------------
The accidental omission to give notice of a general meeting to, or the non-
receipt of notice of a general meeting by, any person entitled to receive notice
shall not invalidate the proceedings at that meeting.

35. Meeting called on requisition of Members
----------------------------------------
Notwithstanding anything herein, the Board shall, on the requisition of
Members holding at the date of the deposit of the requisition not less than
one-tenth of such of the paid-up share capital of the Company as at the date of
the deposit carries the right to vote at general meetings of the Company,
forthwith proceed to convene a special general meeting of the Company and the
provisions of section 74 of the Act shall apply.

36. Short notice
------------
A general meeting of the Company shall, notwithstanding that it is called
by shorter notice than that specified in these Bye-laws, be deemed to have been
properly called if it is so agreed by (i) all the Members entitled to attend and
vote thereat in the case of an annual general meeting; and (ii) by a majority in
number of the Members having the right to attend and vote at the meeting, being
a majority together holding not less than 95% in nominal value of the shares
giving a right to attend and vote thereat in the case of a special general
meeting.

37. Postponement of meetings
------------------------
The Board may postpone any general meeting called in accordance with the
provisions of these Bye-laws (other than a meeting requisitioned under these
Bye-laws) provided that notice of postponement is given to each Member before
the time for such meeting. Fresh notice of the date, time and place for the
postponed meeting shall be given to each Member in accordance with the pro-
visions of these Bye-laws.

38. Quorum for general meeting
--------------------------
At any general meeting of the Company two persons present in person and
representing in person or by proxy in excess of 50% of the total issued voting
shares in the Company throughout the meeting shall form a quorum for the trans-
action of business, PROVIDED that if the Company shall at any time have only
one Member, one Member present in person or by proxy shall form a quorum for
the transaction of business at any general meeting of the Company held during
such time. If within half an hour from the time appointed for the meeting a
quorum is not present, the meeting shall stand adjourned to the same day one
week later, at the same time and place or to such other day, time or place as
the Board may determine.

39. Adjournment of meetings
-----------------------
The chairman of a general meeting may, with the consent of the Members
at any general meeting at which a quorum is present (and shall if so directed),
adjourn the meeting. Unless the meeting is adjourned to a specific date and
time, fresh notice of the date, time and place for the resumption of the
adjourned meeting shall be given to each Member in accordance with the
provisions of these Bye-laws.

40. Attendance at meetings
----------------------
Members may participate in any general meeting by means of such telephone,
electronic or other communication facilities as permit all persons participating
in the meeting to communicate with each other simultaneously and
instantaneously, and participation in such a meeting shall constitute presence
in person at such meeting.

41. Written resolutions
-------------------
(1) Subject to subparagraph (6), anything which may be done by
resolution of the Company in general meeting or by resolution of a meeting of
any class of the Members of the Company, may, without a meeting and without any
previous notice being required, be done by resolution in writing signed by, or,
in the case of a Member that is a corporation whether or not a company within
the meaning of the Act, on behalf of, all the Members who at the date of the
resolution would be entitled to attend the meeting and vote on the resolution.

(2) A resolution in writing may be signed by, or, in the case of a Member
that is a corporation whether or not a company within the meaning of the Act, on
behalf of, all the Members, or any class thereof, in as many counterparts as may
be necessary.

(3) For the purposes of this Bye-law, the date of the resolution is the
date when the resolution is signed by, or, in the case of a Member that is a
corporation whether or not a company within the meaning of the Act, on behalf
of, the last Member to sign and any reference in any Bye-law to the date of
passing of a resolution is, in relation to a resolution made in accordance with
this Bye-law, a reference to such date.

(4) A resolution in writing made in accordance with this Bye-law is as
valid as if it had been passed by the Company in general meeting or by a meeting
of the relevant class of Members, as the case may be, and any reference in any
Bye-law to a meeting at which a resolution is passed or to Members voting in
favor of a resolution shall be construed accordingly.

(5) A resolution in writing made in accordance with this Bye-law shall
constitute minutes for the purposes of sections 81 and 82 of the Act.

(6) This Bye-law shall not apply to:

(a) a resolution passed pursuant to section 89(5) of the Act; or

(b) a resolution passed for the purpose of removing a Director
before the expiration of his tempt of office under these Bye
laws

42. Attendance of Directors
-----------------------
The Directors of the Company shall be entitled to receive notice of and to
attend and be heard at any general meeting.

43. Voting at meetings
------------------
(1) Subject to the provisions of the Act and these Bye-laws, any question
proposed for the consideration of the Members at any general meeting shall be
decided by the affirmative votes of a majority of the votes cast in accordance
with the provisions of these Bye-laws and in the case of an equality of votes
the resolution shall fail.

(2) No Member shall be entitled to vote at any general meeting unless
such Member has paid all the calls on all shares held by such Member.

44. Voting on show of hands
-----------------------
At any general meeting a resolution put to the vote of the meeting shall,
in the first instance, be voted upon by a show of hands and, subject to any
rights or restrictions for the time being lawfully attached to any class of
shares and subject to the provisions of these Bye-laws, every Member present
in person and every person holding a valid proxy at such meeting shall be
entitled to one vote and shall cast such vote by raising his or her hand.

45. Decision of chairman
--------------------
At any general meeting a declaration by the chairman of the meeting that
a question proposed for consideration has, on a show of hands, been carried, or
carried unanimously, or by a particular majority, or lost, and an entry to that
effect in a book containing the minutes of the proceedings of the Company
shall, subject to the provisions of these Bye-laws, be conclusive evidence of
that fact.

46. Demand for a poll
-----------------
(1 ) Notwithstanding the provisions of the immediately preceding two
Bye-laws, at any general meeting of the Company, in respect of any question
proposed for the consideration of the Members (whether before or on the
declaration of the result of a show of hands as provided for in these Bye-laws),
a poll may be demanded by any of the following persons:

(a) the chairman of such meeting; or

(b) at least three Members present in person or represented by
proxy; or

(c) any Member or Members present in person or represented by
proxy and holding between them not less than one-tenth of the
total voting rights of all the Members having the right to vote
at such meeting; or

(d) any Member or Members present in person or represented by proxy
holding shares in the Company conferring the right to vote at
such meeting, being shares on which an aggregate sum has been
paid up equal to not less than one-tenth of the total sum paid
up on all such shares conferring such right.

(2) Where, in accordance with the provisions of subparagraph (1) of this
Bye-law, a poll is demanded, subject to any rights or restrictions for the time
being lawfully attached to any class of shares, every person present at such
meeting shall have one vote for each share of which such person is the holder or
for which such person holds a proxy and such vote shall be counted in the manner
set out in sub-paragraph (4) of this Bye-Law or in the case of a general meeting
at which one or more Members are present by telephone in such manner as the
chairman of the meeting may direct and the result of such poll shall be deemed
to be the resolution of the meeting at which the poll was demanded and shall
replace any previous resolution upon the same matter which has been the subject
of a show of hands.

(3) A poll demanded in accordance with the provisions of subparagraph (1)
of this Bye-law, for the purpose of electing a chairman or on a question of
adjournment, shall be taken forthwith and a poll demanded on any other question
shall be taken in such manner and at such time and place as the chairman may
direct and any business other than that upon which a poll has been demanded may
be proceeded with pending the taking of the poll.

(4) Where a vote is taken by poll, each person present and entitled to
vote shall be furnished with a ballot paper on which such person shall record
his or her vote in such manner as shall be determined at the meeting having
regard to the nature of the question on which the vote is taken, and each ballot
paper shall be signed or initialed or otherwise marked so as to identify the
voter and the registered holder in the case of a proxy. At the conclusion of
the poll, the ballot papers shall be examined and counted by a committee of
not less than two Members or proxy holders appointed by the chairman for the
purpose and the result of the poll shall be declared by the chairman.

47. Seniority of joint holders voting
---------------------------------
In the case of joint holders the vote of the senior who tenders a vote,
whether in person or by proxy, shall be accepted to the exclusion of the votes
of the other joint holders, and for this purpose seniority shall be determined
by the order in which the names stand in the Register of Members.

48. Instrument of proxy
-------------------
The instrument appointing a proxy shall be in writing in the form, or as
near thereto as circumstances admit, of Form "A"" in the Schedule hereto,
under the hand of the appointor's or of the appointor's attorney duly authorized
in writing, or if the appointor is a corporation, either under its seal, or
under the hand of a duly authorized officer or attorney. The decision of the
chairman of any general meeting as to the validity of any instrument of proxy
shall be final.

49. Representation of corporations at meetings
------------------------------------------
A corporation which is a Member may, by written instrument, authorize such
person as it thinks fit to act as its representative at any meeting of the
Members and the person so authorized shall be entitled to exercise the same
powers on behalf of the corporation which such person represents as that
corporation could exercise if it were an individual Member. Notwithstanding the
foregoing, the chairman of the meeting may accept such assurances as he or she
thinks fit as to the right of any person to attend and vote at general meetings
on behalf of a corporation which is a Member.

SHARE CAPITAL AND SHARES
------------------------

50. Rights of shares
----------------
Subject to any resolution of the Members to the contrary and without
prejudice to any special rights previously conferred on the holders of any
existing shares or class of shares, the share capital of the Company shall be
divided into shares of a single class the holders of which shall, subject to the
provisions of these Bye-laws:

(a) be entitled to one vote per share;

(b) be entitled to such dividends as the Board may from time to time
declare;

(c) in the event of a winding-up or dissolution of the Company, whether
voluntary or involuntary or for the purpose of a reorganization or
otherwise or upon any distribution of capital, be entitled to the
surplus assets of the Company; and

(d) generally be entitled to enjoy all of the rights attaching to shares.

51. Power to issue shares
---------------------
(1 ) Subject to these Bye-laws and to any resolution of the Members to
the contrary and without prejudice to any special rights previously conferred
on the holders of any existing shares or class of shares, the Board shall have
power to issue any unissued shares of the Company on such terms and conditions
as it may determine and any shares or class of shares may be issued with such
preferred, deferred or other special rights or such restrictions, whether in
regard to dividend, voting, return of capital or otherwise as the Company may
from time to time by resolution of the Members prescribe.

(2) The Board shall, in connection with the issue of any share, have the
power to pay such commission and brokerage as may be permitted by law.

(3) The Company shall not give, whether directly or indirectly, whether
by means of loan, guarantee, provision of security or otherwise, any financial
assistance for the purpose of a purchase or subscription made or to be made by
any person of or for any shares in the Company, but nothing in this Bye-Law
shall prohibit transactions mentioned in Sections 39A, 39B and 39C of the Act.

(4) The Company may from time to time do any one or more of the following
things:

(a) make arrangements on the issue of shares for a difference between
the Members in the amounts and times of payments of calls on
their shares;

(b) accept from any Member the whole or a part of the amount
remaining unpaid on any shares held by him, although no part of
that amount has been called up;

(c) pay dividends in proportion to the amount paid up on each share
where a larger amount is paid up on some shares than on others;
and

(d) issue its shares in fractional denominations and deal with such
fractions to the same extent as its whole shares and shares in
fractional denominations shall have in proportion to the
respective fractions represented thereby all of the rights of
whole shares including (but without limiting the generality of
the foregoing) the right to vote, to receive dividends and
distributions and to participate in a winding up.

52. Variation of rights. alteration of share capital and purchase of
----------------------------------------------------------------
shares of the Company
---------------------
(1 ) Subject to the provisions of Sections 42 and 43 of the Act any
preference shares may be issued or converted into shares that, at a determinable
date or at the option of the Company, are liable to be redeemed on such terms
and in such manner as the Company before the issue or conversion may by
resolution of the Members determine.

(2) If at any time the share capital is divided into different classes of
shares, the rights attached to any class (unless otherwise provided by the terms
of issue of the shares of that class) may, whether or not the Company is being
wound-up, be varied with the consent in writing of the holders of three-fourths
of the issued shares of that class or with the sanction of a resolution passed
by a majority of the votes cast at a separate general meeting of the holders of
the shares of the class in accordance with Section 47 (7) of the Act. The rights
conferred upon the holders of the shares of any class issued with preferred or
other rights shall not, unless otherwise expressly provided by the terms of
issue of the shares of that class, be deemed to be varied by the creation or
issue of further shares ranking pari passu therewith.

(3) The Company may from time to time by resolution of the Members change
the currency denomination of, increase, alter or reduce its share capital in
accordance with the provisions of Sections 45 and 46 of the Act. Where, on any
alteration of share capital, fractions of shares or some other difficulty would
arise, the Board may deal with or resolve the same in such manner as it thinks
fit including, without limiting the generality of the foregoing, the issue to
Members, as appropriate, of fractions of shares and/or arranging for the sale
or transfer of the fractions of shares of Members.

(4) The Company may from time to time purchase its own shares in
accordance with the provisions of Section 42A of the Act.

53. Registered holder of shares
---------------------------
(1 ) The Company shall be entitled to treat the registered holder of
any share as the absolute owner thereof and accordingly shall not be bound to
recognize any equitable or other claim to, or interest in, such share on the
part of any other person.

(2) Any dividend, interest or other moneys payable in cash in respect of
shares may be paid by cheque or draft sent through the post directed to the
Member at such Member's address in the Register of Members or, in the case of
joint holders, to such address of the holder first named in the Register of
Members, or to such person and to such address as the holder or joint holders
may in writing direct. If two or more persons are registered as joint holders
of any shares any one can give an effectual receipt for any dividend paid in
respect of such shares.

54. Death of a joint holder
-----------------------
Where two or more persons are registered as joint holders of a share or
shares then in the event of the death of any joint holder or holders the
remaining joint holder or holders shall be absolutely entitled to the said
share or shares and the Company shall recognize no claim in respect of the
estate of any joint holder except in the case of the last survivor of such
joint holders.

55. Share certificates
------------------
(1) Every Member shall be entitled to a certificate under the seal of the
Company (or a facsimile thereof) specifying the number and, where appropriate,
the class of shares held by such Member and whether the same are fully paid up
and, if not, how much has been paid thereon. The Board may by resolution
determine, either generally or in a particular case, that any or all signatures
on certificates may be printed thereon or affixed by mechanical means.

(2) The Company shall be under no obligation to complete and deliver a
share certificate unless specifically called upon to do so by the person to whom
shares have been allotted.

(3) If any such certificate shall be proved to the satisfaction of the
Board to have been worn out, lost, mislaid or destroyed the Board may cause a
new certificate to be issued and request an indemnity for the lost certificate
if it sees fit.

56. Calls on shares
---------------
(1) The Board may from time to time make such calls as it thinks fit upon
the Members in respect of any monies unpaid on the shares allotted to or held by
such Members and, if a call is not paid on or before the day appointed for
payment thereof, the Member may at the discretion of the Board be liable to pay
the Company interest on the amount of such call at such rate as the Board may
determine, from the date when such call was payable up to the actual date of
payment. The joint holders of a share shall be jointly and severally liable to
pay all calls in respect thereof.

(2) The Board may, on the issue of shares, differentiate between the
holders as to the amount of calls to be paid and the times of payment of such
calls.

57. Forfeiture of shares
--------------------
(1) If any Member fails to pay, on the day appointed for payment thereof,
any call in respect of any share allotted to or held by such Member, the Board
may, at any time thereafter during such time as the call remains unpaid, direct
the Secretary to forward to such Member a notice in the form, or as near thereto
as circumstances admit, of Form "B" in the Schedule hereto.

(2) If the requirements of such notice are not complied with, any such
share may at any time thereafter before the payment of such call and the
interest due in respect thereof be forfeited by a resolution of the Board to
that effect, and such share shall thereupon become the property of the Company
and may be disposed of as the Board shall determine.

(3) A Member whose share or shares have been forfeited as aforesaid shall,
notwithstanding such forfeiture, be liable to pay to the Company all calls owing
on such share or shares at the time of the forfeiture and all interest due
thereon.

58. Contents of Register of Members
-------------------------------
The Board shall cause to be kept in one or more books a Register of Members
and shall enter therein the following particulars

(a) the name and address of each Member, the number and, where
appropriate, the class of shares held by such Member and the amount
paid or agreed to be considered as paid on such shares;

(b) the date on which each person was entered in the Register of Members;
and

59. Inspection of Register of Members
---------------------------------
The Register of Members shall be open to inspection at the registered
office of the Company on every business day, subject to such reasonable
restrictions as the Board may impose, so that not less than two hours in each
business day be allowed for inspection. The Register of Members may, after
notice has been given by advertisement in an appointed newspaper to that effect,
be closed for any time or times not exceeding in the whole thirty days in each
year.

60. Determination of record dates
-----------------------------
Notwithstanding any other provision of these Bye-laws, the Board may fix
any date as the record date for:

(a) determining the Members entitled to receive any dividend; and

(b) determining the Members entitled to receive notice of and to vote at
any general meeting of the Company.

TRANSFER OF SHARES
------------------

61. Instrument of transfer
----------------------
(1) An instrument of transfer shall be in the form or as near thereto as
circumstances admit of Form "C" in the Schedule hereto or in such other common
form as the Board may accept. Such instrument of transfer shall be signed by or
on behalf of the transferor and transferee provided that, in the case of a fully
paid share, the Board may accept the instrument signed by or on behalf of the
transferor alone. The transferor shall be deemed to remain the holder of such
share until the same has been transferred to the transferee in the Register of
Members.

(2) The Board may refuse to recognize any instrument of transfer unless
it is accompanied by the certificate in respect of the shares to which it
relates and by such other evidence as the Board may reasonably require to show
the right of the transferor to make the transfer.

62. Restriction on transfer
-----------------------
(1) The Board may in its absolute discretion and without assigning any
reason therefor refuse to register the transfer of a share. The Board shall
refuse to register a transfer unless all applicable consents, authorizations
and permissions of any governmental body or agency in Bermuda have been
obtained

(2) If the Board refuses to register a transfer of any share the Secretary
shall, within three months after the date on which the transfer was lodged with
the Company, send to the transferor and transferee notice of the refusal.

63. Transfers by joint holders
--------------------------
The joint holders of any share or shares may transfer such share or shares
to one or more of such joint holders, and the surviving holder or holders of any
share or shares previously held by them jointly with a deceased Member may
transfer any such share to the executors or administrators of such deceased
Member.

TRANSMISSION OF SHARES
----------------------

64. Representative of deceased Member
---------------------------------
In the case of the death of a Member, the survivor or survivors where the
deceased Member was a joint holder, and the legal personal representatives of
the deceased Member where the deceased Member was a sole holder, shall be the
only persons recognized by the Company as having any title to the deceased
Members interest in the shares. Nothing herein contained shall release the
estate of a deceased joint holder from any liability in respect of any share
which had been jointly held by such deceased Member with other persons. Subject
to the provisions of Section 52 of the Act, for the purpose of this Bye-law,
legal personal representative means the executor or administrator of a deceased
Member or such other person as the Board may in its absolute discretion decide
as being properly authorized to deal with the shares of a deceased Member.

65. Registration on death or bankruptcy
-----------------------------------
Any person becoming entitled to a share in consequence of the death or
bankruptcy of any Member may be registered as a Member upon such evidence as
the Board may deem sufficient or may elect to nominate some person to be
registered as a transferee of such share, and in such case the person becoming
entitled shall execute in favor of such nominee an instrument of transfer in
the form, or as near thereto as circumstances admit, of Form "D" in the Schedule
hereto. On the presentation thereof to the Board, accompanied by such evidence
as the Board may require to prove the title of the transferor, the transferee
shall be registered as a Member but the Board shall, in either case, have the
same right to decline or suspend registration as it would have had in the case
of a transfer of the share by that Member before such Member's death or
bankruptcy, as the case may be.

DIVIDENDS AND OTHER DISTRIBUTIONS
---------------------------------

66. Declaration of dividends by the Board
-------------------------------------
The Board may, subject to these Bye-laws and in accordance with Section
54 of the Act, declare a dividend to be paid to the Members, in proportion to
the number of shares held by them, and such dividend may be paid in cash or
wholly or partly in specie in which case the Board may fix the value for
distribution in specie of any assets.

67. Other distributions
-------------------
The Board may declare and make such other distributions (in cash or in
specie) to the Members as may be lawfully made out of the assets of the
Company.

68. Reserve fund
------------
The Board may from time to time before declaring a dividend set aside, out
of the surplus or profits of the Company, such sum as it thinks proper as a
reserve fund to be used to meet contingencies or for equalising dividends or
for any other special purpose.

69. Deduction of Amounts due to the Company
---------------------------------------
The Board may deduct from the dividends or distributions payable to any
Member all monies due from such Member to the Company on account of calls or
otherwise.

CAPITALIZATION
--------------

70. Issue of bonus shares
---------------------
(1 ) The Board may resolve to capitalize any part of the amount for the
time being standing to the credit of any of the Company's share premium or other
reserve accounts or to the credit of the profit and loss account or otherwise
available for distribution by applying such sum in paying up unused shares to
be allotted as fully paid bonus shares pro rata to the Members.

(2) The Company may capitalize any sum standing to the credit of a
reserve account or sums otherwise available for dividend or distribution by
applying such amounts in paying up in full partly paid shares of those Members
who would have been entitled to such sums if they were distributed by way of
dividend or distribution.

ACCOUNTS AND FINANCIAL STATEMENTS
---------------------------------

71. Records of account
------------------
The Board shall cause to be kept proper records of account with respect
to all transactions of the Company and in particular with respect to:

(a) all sums of money received and expended by the Company and the
matters in respect of which the receipt and expenditure relates;

(b) all sales and purchases of goods by the Company; and

Such records of account shall be kept at the registered office of the Company
or, subject to Section 83 (2) of the Act, at such other place as the Board
thinks fit and shall be available for inspection by the Directors during normal
business hours.

72. Financial year end
------------------
The financial year end of the Company may be determined by resolution oaths
Board and failing such resolution shall be 31st December in each year.

73. Financial statements
--------------------
Subject to any rights to waive laying of accounts pursuant to Section 88 of
the Act, financial statements as required by the Act shall be laid before the
Members in general meeting.

AUDIT
-----

74. Appointment of Auditor
----------------------
Subject to Section 88 of the Act, at the annual general meeting or at a
subsequent special general meeting in each year, an independent representative
of the Members shall be appointed by them as Auditor of the accounts of the
Company. Such Auditor may be a Member but no Director, Officer employee of the
Company shall, during his or her continuance in office, be eligible to act as
an Auditor of the Company.

75. Remuneration of Auditor
-----------------------
The remuneration of the Auditor shall be fixed by the Company in general
meeting or in such manner as the Members may determine.

76. Vacation of office of Auditor
-----------------------------
If the office of Auditor becomes vacant by the resignation or death of the
Auditor, or by the Auditor becoming incapable of acting by reason of illness or
other disability at a time when the Auditor's services are required, the Board
shall, as soon as practicable, convene a special general meeting to fill the
vacancy thereby created.

77. Access to books of the Company
------------------------------
The Auditor shall at all reasonable times have access to all books kept by
the Company and to all accounts and vouchers relating thereto, and the Auditor
may call on the Directors or Officers of the Company for any information in
their possession relating to the books or affairs of the Company.

78. Report of the Auditor
---------------------
(1) Subject to any rights to waive laying of accounts or appointment of an
Auditor pursuant to Section 88 of the Act, the accounts of the Company shall be
audited at least once in every year.

(2) The financial statements provided for by these Bye-laws shall be
audited by the Auditor in accordance with generally accepted auditing standards.
The Auditor shall make a written report thereon in accordance with generally
accepted auditing standards and the report of the Auditor shall be submitted to
the Members in general meeting.

(3) The generally accepted auditing standards referred to in subparagraph
(2) of this Bye-law may be those of a country or jurisdiction other than
Bermuda. If so, the financial statements and the report of the Auditor must
disclose this fact and name such country or jurisdiction.

NOTICES
-------

79. Notices to Members of the Company
---------------------------------
A notice may be given by the Company to any Member either by delivering it
to such Member in person or by sending it to such Members address in the
Register of Members or to such other address given for the purpose. For the
purposes of this Bye-law, a notice may be sent by mail, courier service, cable,
telex, telecopier, facsimile or other mode of representing words in a legible
and non-transitory form.

80. Notices to joint Members
------------------------
Any notice required to be given to a Member shall, with respect to any
shares held jointly by two or more persons, be given to whichever of such
persons is named first in the Register of Members and notice so given shall be
sufficient notice to all the holders of such shares.

81. Service and delivery of notice
------------------------------
Any notice shall be deemed to have been served at the time when the same
would be delivered in the ordinary course of transmission and, in proving such
service, it shall be sufficient to prove that the notice was properly addressed
and prepaid, if posted, and the time when it was posted, delivered to the
courier or to the cable company or transmitted by telex, facsimile or other
method as the case may be.

SEAL OF THE COMPANY
-------------------

82. The seal
--------
The seal of the Company shall be in such form as the Board may from time
to time determine. The Board may adopt one or more duplicate seals for use
outside Bermuda.

83. Manner in which seal is to be affixed
-------------------------------------
The seal of the Company shall not be affixed to any instrument except
attested by the signature of a Director and the Secretary or any two Directors,
or some other person appointed by the Board for the purpose, provided that any
Director, or Officer, may affix the seal of the Company attested by such
Director or Officer's signature only to any authenticated copies of these
Bye-laws, the incorporating documents of the Company, the minutes of any
meetings or any other documents required to be authenticated by such Director
or Officer.

WINDING-UP
----------

84. Winding-up/distribution by liquidator
-------------------------------------
If the Company shall be wound up the liquidator may, with the sanction of a
resolution of the Members, divide amongst the Members in specie or in kind the
whole or any part of the assets of the Company (whether they shall consist of
property of the same kind or not) and may, for such purpose, set such value as
he or she deems fair upon any property to be divided as aforesaid and may
determine how such division shall be carried out as between the Members or
different classes of Members. The liquidator may, with the like sanction, vest
the whole or any part of such assets in trustees upon such trusts for the
benefit of the Members as the liquidator shall think fit, but so that no Member
shall be compelled to accept any shares or other securities or assets whereon
there is any liability.

ALTERATION OF BYE-LAWS
----------------------

85. Alteration of Bye-laws
----------------------
No Bye-law shall be rescinded, altered or amended and no new Bye-law shall
be made until the same has been approved by a resolution of the Board and by a
resolution of the Members.

<PAGE>
SCHEDULE - FORM A (Bye-law 48)
-----------------

P R O X Y
---------

I
of
the holder of share in the above-named Company hereby appoint

..................................................... or failing him/her or

failing him/her as my proxy to vote on my behalf

at the General Meeting of the Company to be held on the day of

19 , and at any adjournment thereof.

Dated this day of , 19

GIVEN under the seal of the company

Signed by the above-named

- ------------------------------------

- ------------------------------------
Witness

Delete as applicable.

<PAGE>

SCHEDULE - FORM B (Bye-law 57)
------------------------------

NOTICE OF LIABILITY TO FORFEITURE FOR NON PAYMENT OF CALL
---------------------------------------------------------

You have failed to pay the call of [amount of call] made on the

day of 19, . last, in respect of the [number] share(s)

[numbers in figures] standing in your name in the Register of Members of the

Company, on the day of , 19 . last, the day appointed

for payment of such call. You are hereby notified that unless you pay such call

together with interest thereon at the rate of per annum computed from

the said day of , 19 . last, on or

before the day of , 19 . next at

the place of business of the said Company the share(s) will be liable to be

forfeited.

Dated this day of , 19

(Signature of secretary)
By order of the Board

<PAGE>

SCHEDULE - FORM C (Bye-law 61)
------------------------------

TRANSFER OF A SHARE OR SHARES
-----------------------------

FOR VALUE RECEIVED [amount]

[transferor]

hereby sell assign and transfer unto [transferee]

of [address]

[number of shares]

shares of [name of Company]

Dated ---------------------------------

---------------------------------------
(Transferor)

In the presence of:

- ---------------------------------------
(Witness)

---------------------------------------
(Transferee)

In the presence of:

- ---------------------------------------
(Witness)

<PAGE>

SCHEDULE - FORM D (By-law 65)
-----------------------------

TRANSFER BY A PERSON BECOMING ENTITLED ON DEATH/BANKRUPTCY
----------------------------------------------------------
OF A MEMBER
-----------

I/We having become entitled in consequence of the [death/bankruptcy] of [name
of the deceased Member] to [number] share(s) numbered [number in figures]
standing in the register of members of [Company] in the name of the said [name
of deceased Member] instead of being registered myself/ourselves elect to have
[name of transferee] (the "Transferee") registered as a transferee of such
share(s) and I/we do hereby accordingly transfer the said share(s) to the
Transferee to hold the same unto the Transferee his or her executors
administrators and assigns subject to the conditions on which the same were held
at the time of the execution thereof; and the Transferee does hereby agree to
take the said share(s) subject to the same conditions.

WITNESS our hands this day of , 19

Signed by the above-named )
[person or persons entitled] )
in the presence of: )

Signed by the above-named )
[transferee] )
in the presence of: )

Exhibit B-22(a)

CERTIFICATE OF INCORPORATION
OF
ENTERGY TECHNOLOGY HOLDING COMPANY

FIRST: The name of the Corporation is Entergy
Technology Holding Company (hereinafter the "Corporation").

SECOND: The address of the registered office of the
Corporation in the State of Delaware is 1209 Orange Street,
in the City of Wilmington, County of New Castle. The name
of its registered agent at that address is The Corporation
Trust Company.

THIRD: The purpose of the Corporation is to engage in
any lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of
Delaware as set forth in Title 8 of the Delaware Code.

FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 3,000 shares of
capital stock having no par value per share and of one
class; such class is hereby designated as common stock.

FIFTH: The business and affairs of the Corporation
shall be managed by or under the direction of the Board of
Directors, which shall consist of not less than two (2) nor
more than ten (10) directors, the exact number of directors
to be determined from time to time by resolution adopted by
affirmative vote of a majority of the entire Board of
Directors. A director shall hold office until the next
succeeding annual meeting of stockholders and until his
successor shall be elected, subject, however, to prior
death, resignation, retirement or removal from office.
Vacancies occurring in the Board of Directors and newly
created directorships resulting from an increase in the
authorized number of directors may be filled by a majority
of the directors then in office, even if less than a quorum,
or by a sole remaining director. Any director elected to
fill a vacancy shall serve until the next succeeding annual
meeting of stockholders and until his or her successor shall
be elected and qualified.

SIXTH: In furtherance and not in limitation of the
powers conferred by statute, the Board of Directors is
expressly authorized to make, adopt, alter, amend, change or
repeal the By-Laws of the Corporation. In addition to the
powers and authority hereinbefore or by statute expressly
conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as
may be exercised or done by the Corporation, subject,
nevertheless, to the provisions of the statutes of Delaware,
this Certificate of Incorporation, and any By-Laws adopted
by the stockholders; provided, however, that no By-Laws
hereafter adopted by the stockholders or otherwise shall
invalidate any prior act of the directors which would have
been valid if such By-Laws had not been adopted.

SEVENTH: Notwithstanding any other provision of this
Certificate of Incorporation or the By-Laws of the
Corporation to the contrary, no action required to be taken
or which may be taken at any annual or special meeting of
stockholders of the Corporation may be taken by written
consent without such a meeting except any action taken upon
the signing of a consent in writing by the holders of not
less than the greater of (a) a majority of the outstanding
stock of the Corporation entitled to vote thereon and (b)
that number of shares of stock of the Corporation that would
be required to take such action at a special or annual
meeting of stockholders where holders of all outstanding
stock of the Corporation were present, setting forth the
action to be taken. Special meetings of stockholders of the
Corporation may be called only by the Board of Directors,
the Chairman of the Board, the person, if any, designated by
the Board of Directors as the Chief Executive Officer of the
Corporation, a majority of the members of the entire
Executive Committee of the Board of Directors, if there
shall be one, or by the holders of not less than a majority
of the outstanding stock of the Corporation entitled to vote
at the special meeting.

EIGHTH: A. To the fullest extent authorized or
permitted by the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended, a
director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director.

Any repeal or modification of this Section A of Article
EIGHTH shall not have any effect on the liability or alleged
liability of any director of this Corporation for any act or
omission of such director occurring prior to such repeal or
modification, or otherwise adversely affect any right or
protection of a director of the Corporation existing at the
time of such repeal or modification.

B. The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by
the General Corporation Law of the State of Delaware, as the
same exists or may hereafter be amended, and such right to
indemnification shall continue as to a person who has ceased
to be a director or officer of the Corporation and shall
inure to the benefit of his or her heirs, executors and
administrators: provided, however, that, except for
proceedings to enforce rights to indemnification, the
Corporation shall not be obligated to indemnify any director
or officer (or his or her heirs, executors or
administrators) in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or
part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in
this Section B of Article EIGHTH shall include the right to
be paid by the Corporation the expenses incurred in
defending or otherwise participating in any proceeding in
advance of its final disposition.

The Corporation may, to the extent authorized from time
to time by the Board of Directors, provide rights to
indemnification and to the advancement of expenses to
employees and agents of the Corporation who are not
directors or officers similar to those conferred in this
Section B of Article EIGHTH to directors and officers of the
Corporation.

The rights to indemnification and to the advancement of
expenses conferred in this Section B of Article EIGHTH shall
not be exclusive or any other right which any person may
have or hereafter acquire under this Certificate of
Incorporation, the By-Laws, any statute, agreement, vote of
stockholders or disinterested directors, or otherwise.

Any repeal or modification of this Section B of Article
EIGHTH by the stockholders of the Corporation shall not
adversely affect any rights to indemnification and
advancement of expenses of a director or officer of the
Corporation existing pursuant to this Section B of Article
EIGHTH with respect to any acts or omissions occurring prior
to such repeal or modification.

C. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer,
employee or agent of the Corporation or another corporation,
partnership, joint venture, trust, employee benefit plan or
other enterprise against any expense, liability or loss,
whether or not the Corporation would have the power to
indemnify such person against such expense, liability or
loss under the General Corporation Law of the State of
Delaware. The Corporation may also obtain a letter of
credit, act as self-insurer, create a reserve, trust,
escrow, cash collateral or other fund or account, enter
into indemnification agreements, pledge or grant a security
interest in any assets or properties of the Corporation, or
use any other mechanism or arrangement whatsoever in such
amounts, at such costs, and upon such other terms and
conditions as the Board of Directors shall deem appropriate
for the protection of any or all such persons.

NINTH: Each of the directors of the Corporation may
be removed from office at any time, with or without cause,
but a director may be removed without cause only by the
affirmative vote of the holders of not less than two-thirds
of the outstanding stock of the Corporation then entitled to
vote for the election of such director.

TENTH: The name and mailing address of the
Incorporator is:
Laurence M. Hamric, 639 Loyola Avenue, 26th Floor, New
Orleans, LA 70113.

ELEVENTH : Meetings of stockholders may be held
within or without the State of Delaware, as the By-Laws may
provide. The books of the Corporation may be kept (subject
to any provision contained in the General Corporation Law of
the State of Delaware) outside the State of Delaware at such
place or places as may be designated from time to time by
the Board of Directors or in the By-Laws of the Corporation.

TWELFTH: The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

THE UNDERSIGNED, being the Incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to
the General Corporation Law of the State of Delaware, do
make this Certificate hereby declaring and certifying that
this is my act and deed and the facts herein stated are
true, and accordingly have hereunto set my hand this 9th day
of February, 1996.

____________________________
Laurence M. Hamric

Witness:

______________________________

Exhibit B-22(b)

BYLAWS
OF
ENTERGY TECHNOLOGY HOLDING COMPANY

ARTICLE I.

OFFICES.

The registered office of the Corporation shall be in
the City of Wilmington, County of New Castle, State of
Delaware. The Corporation also may have offices at such
other places, both within and without the State of Delaware,
as from time to time may be designated by the Board of
Directors.

ARTICLE II.

MEETINGS OF STOCKHOLDERS.

SECTION 1. Place of Meetings. All meetings of
stockholders, whether annual or special, shall be held at
such places either within or without the State of Delaware,
as shall have been fixed by the Board of Directors and set
forth in the notice of meeting.

SECTION 2. Annual Meeting. The annual meeting of
stockholders for the election of Directors and the
transaction of such other business as may properly come
before the meeting shall be held on such date and at such
time of day as shall have been fixed by resolution of the
Board of Directors. With respect to any such annual meeting
of stockholders, the Corporation shall solicit proxies,
relating to all matters proposed by the management of the
Corporation at the time of such solicitation, to be
submitted for action at said annual meeting, from the
holders of all securities of the Corporation entitled to
vote at such annual meeting.

SECTION 3. Special Meetings. Special meetings of the
stockholders may be held at any time upon the call of a
majority of the entire Board of Directors, the Chairman of
the Board, the person, if any, designated by the Board of
Directors as the Chief Executive Officer, a majority of the
entire Executive Committee of the Board of Directors, if
there should be one, or by the holders of not less than a
majority of the outstanding stock entitled to vote at the
special meeting. The notice of each special meeting shall
state the place, date, hour, and purpose or purposes of the
proposed meeting, and the business transacted at such
meeting shall be confined to such purpose or purposes. Such
written notice shall be given not less than ten nor more
than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting. In the event
that a special meeting is called by the holders of not less
than a majority of the outstanding stock entitled to vote at
the special meeting in accordance with the provisions of the
Articles of Incorporation and this Section 3 of Article II,
the Board of Directors shall, within ten days of receipt of
such call (i) fix a record date, which record date shall not
precede the date upon which the resolution fixing the record
date is adopted by the Board of Directors, and which record
date shall not be more than ten days after the date upon
which the resolution fixing the record date is adopted by
the Board of Directors and (ii) set a special meeting date,
which meeting date shall be not less than ten nor more than
sixty days after the record date established pursuant to
clause (i).

SECTION 4. Stockholders' Lists. A complete list of the
stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order, with the
residence of each, and the number of shares held by each,
shall be prepared by the Secretary and filed in the
principal business office of the Corporation, and shall be
open to the examination of any stockholder, during the usual
hours for business at least ten days before any meeting, at
the place where such meeting is to be held, or at another
location within the city where such meeting is to be held
specified in the notice, and shall be available at the time
and place of such meeting and open to the examination of any
stockholder.

SECTION 5. Notice. A written or printed notice, signed
by the Chairman of the Board, a President, a Vice President,
the Secretary or an Assistant Secretary, the Treasurer or an
Assistant Treasurer, of the time, place and purpose or
purposes of every meeting of stockholders shall be served
upon or mailed or caused to be mailed, postage prepaid, by
the Secretary or the officer performing his duties not less
than ten nor more than sixty days before such meeting to
each stockholder of record entitled to vote at each
shareholder's address as it appears upon the stock book of
the Corporation.

SECTION 6. Organization. The chief executive officer
or, in his absence, a person appointed by him or, in default
of such appointment, the officer next in seniority of
position, shall call meetings of the stockholders to order
and shall act as chairman thereof. The Secretary of the
Corporation, if present, shall act as secretary of all
meetings of stockholders, and in his absence, the presiding
officer may appoint a secretary.

SECTION 7. Action of Consent. Unless otherwise
restricted by the Certificate of Incorporation or these
bylaws, any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a
meeting, if all members of the Board consent thereto in
writing, and the writing or writings are filed with the
minutes of proceedings of the Board.

SECTION 8. Telephonic Meetings. Unless otherwise
restricted by the Certificate of Incorporation or these
bylaws, members of the Board of Directors may participate in
a meeting of the Board by means of conference telephone or
similar communications equipment by means of which all
persons participating in such meeting can hear each other,
and participation in a meeting shall constitute presence in
person at such meeting.

ARTICLE III.

DIRECTORS

SECTION 1. General Powers. The property, affairs and
business of the Corporation shall be managed by the Board of
Directors.

SECTION 2. Term of Office. The term of office of each
Director shall be until the next annual meeting of
stockholders and until his successor is duly elected and
qualified or until the earlier death, resignation or removal
of such Director.

SECTION 3. Resignations. Any Director may resign at any
time by giving notice of such resignation to the Board of
Directors, the Chairman of the Board, the Vice Chairman, the
President, a Vice President, the Secretary or an Assistant
Secretary of the Corporation. Unless otherwise specified
therein, such resignation shall take effect upon receipt
thereof by the Board of Directors or any such officer.

SECTION 4. Meetings Notice. Meetings of the Board of
Directors shall be held at such place, within or without the
State of Delaware, as may from time to time be fixed by
resolution of the Board or by the Chairman of the Board, the
Vice Chairman, the President or a Vice President and as may
be specified in the notice or waiver of notice of any
meeting. Meetings may be held at any time upon the call of
the Chief Executive Officer of the Corporation or any two of
the Directors by oral, telegraphic or written notice, duly
given, or sent or mailed to each Director not less than
twenty-four hours before such meeting. Regular meetings of
the Board may be held without notice at such time and place
as shall from time to time be determined by resolution of
the Board.

ARTICLE IV.

EXECUTIVE COMMITTEE AND OTHER COMMITTEES.

SECTION 1. Executive Committee. The Board of
Directors may appoint an Executive Committee of not less
than two or more than five members, to serve during the
pleasure of the Board.

SECTION 2. Procedure. The Executive Committee
shall meet at the call of the Chairman of the Executive
Committee or of any two members. A majority of the members
shall be necessary to constitute a quorum and action shall
be taken by a majority vote of those present.

SECTION 3. Powers and Reports. During the
intervals between the meetings of the Board of Directors,
the Executive Committee shall possess and may exercise all
the powers of the Board in the management and direction of
the business and affairs of the Corporation. The taking of
action by the Executive Committee shall be conclusive
evidence that the Board was not in session when such action
was taken. The Executive Committee shall keep regular
minutes of its proceedings and all action by the Executive
Committee shall be reported to the Board at its meeting next
following the meeting of the Executive Committee and shall
be subject to revision or alteration by the Board; provided,
that no rights of third parties shall be affected by such
revision or alteration.

SECTION 4. Other Committees. From time to
time the Board of Directors, by the affirmative vote of a
majority of the whole Board, may appoint other committees
for any purpose or purposes, and such committees shall have
powers as shall be conferred by the resolution of
appointment.

ARTICLE V.

OFFICERS.

SECTION 1. Number, Election and Term of Office. The
Board of Directors may elect a Chairman of the Board and
shall elect a President, a Secretary, a Treasurer, and in
their discretion, one or more Vice Presidents. Whenever the
Board of Directors shall elect both a Chairman of the Board
and a President, the Board of Directors shall, by
resolution, designate one of them as the chief executive
officer of the Corporation who, subject to the direction of
the Board of Directors, shall have direct charge of and
general supervision over the business and affairs of the
Corporation. The officers of the Corporation shall be
elected annually by the Board of Directors and each shall
hold his office until his successor shall have been duly
elected and qualified or until he shall have died or
resigned or shall have been removed by majority vote of the
entire Board of Directors. Any number of offices may be
held by the same person. The Board of Directors may from
time to time appoint such other officers and agents as the
interest of the Corporation may require and may fix their
duties and terms of office.

SECTION 2. Chairman of the Board. If a Chairman of the
Board is elected by the Board of Directors, he shall be a
member of the Board of Directors, shall preside at all
meetings of the Board of Directors, and shall have such
other duties as from time to time may be assigned to him by
the Board of Directors, by the Executive Committee or, if
the Chairman of the Board is not the designated Chief
Executive Officer of the Corporation, by such Chief
Executive Officer.

SECTION 3. President. The President shall perform
duties incident to the office of a president of a
corporation and such other duties as from time to time may
be assigned to him by the Board of Directors, by the
Executive Committee or, if any such President is not
designated the Chief Executive Officer of the Corporation,
by the Chief Executive Officer.

SECTION 4. Vice Presidents. Each Vice President shall
have such powers and shall perform such duties as from time
to time may be conferred upon or assigned to him by the
Board of Directors or the Executive Committee, or as may be
delegated to him by the Chief Executive Officer.

SECTION 5. Secretary. The Secretary shall keep the
minutes of all meetings of the stockholders and of the Board
of Directors in books provided for the purpose; shall see
that all notices are duly given in accordance with the
provisions of the law and these bylaws; shall be custodian
of the records and of the corporate seal of the Corporation;
shall see that the corporate seal is affixed to all
documents the execution of which under the seal is duly
authorized, and when the seal is so affixed may attest the
same; may sign, with the Chairman of the Board, the Vice
Chairman of the Board, the President or a Vice President,
certificates of stock of the Corporation; and in general,
shall perform all duties incident to the office of a
secretary of a corporation, and such other duties as from
time to time may be assigned by the Chief Executive
Officer, the Chairman of the Board, the Vice Chairman of the
Board, the President, the Board of Directors or the
Executive Committee.

The Secretary shall also keep, or cause to be kept, a
stock book, containing the name, alphabetically arranged, of
all persons who are stockholders of the Corporation, showing
their places of residence, the number of shares held by them
respectively, and the time when they respectively became the
owners thereof.

SECTION 6. Treasurer. The Treasurer shall have charge
of and be responsible for all funds, securities, receipts
and disbursements of the Corporation, and shall deposit, or
cause to be deposited, in the name of the Corporation, all
moneys or other valuable effects in such banks, trust
companies or other depositories as shall, from time to time,
be selected by the Board of Directors; may endorse for
collection on behalf of the Corporation, checks, notes and
other obligations; may sign receipts and vouchers for
payments made to the Corporation; singly or jointly with
another person as the Board of Directors may authorize, may
sign checks of the Corporation and pay out and dispose of
the proceeds under the direction of the Board; shall render
or cause to be rendered to the Chairman of the Board, the
President and the Board of Directors, whenever requested, an
account of the financial condition of the Corporation; may
sign, with the Chairman of the Board, the Vice Chairman of
the Board, the President or a Vice President, certificates
of stock of the Corporation; and in general, shall perform
all the duties incident to the office of a treasurer of a
corporation, and such other duties as from time to time may
be assigned by the Chief Executive Officer, the Chairman of
the Board, the Vice Chairman of the Board, a President, the
Board of Directors or the Executive Committee.

SECTION 7. Subordinate Officers. The Board of Directors
may appoint such assistant secretaries, assistant treasurers
and other subordinate officers as it may deem desirable.
Each such officer shall hold office for such period, have
such authority and perform such duties as the Board of
Directors may prescribe. The Board of Directors may, from
time to time, authorize any officer to appoint and remove
subordinate officers and to prescribe the powers and duties
thereof.

SECTION 8. Vacancies, Absences. Any vacancy in any of
the above offices may be filled for the unexpired portion of
the term by the Board of Directors, at any regular or
special meeting. Except when the law requires the act of a
particular officer, the Board of Directors or the Executive
Committee whenever necessary may, in the absence of any
officer, designate any other officer or properly qualified
employee, to perform the duties of the one absent for the
time being, and such designated officer or employee shall
have, when so acting, all the powers herein given to such
absent officer.

SECTION 9. Resignations. Any officer may resign at any
time by giving written notice of such resignation to the
Board of Directors, the Chairman of the Board, the President
or the Secretary. Unless otherwise specified therein, such
resignation shall take effect upon written receipt thereof
by the Board of Directors or by such officer.

ARTICLE VI.

CAPITAL STOCK.

SECTION 1. Stock Certificates. The certificates for
shares of the stock of the Corporation shall be in such
form, not inconsistent with the Certificate of
Incorporation, as shall be prepared or approved by the Board
of Directors. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by, or in the
name of the Corporation, by the Chairman of the Board (if
chief executive officer), the President or a Vice President,
and by the Treasurer or the Secretary certifying the number
of shares owned by him and the date of issue; and no
certificate shall be valid unless so signed. All
certificates shall be consecutively numbered and shall be
entered in the books of the Corporation as they are issued.

All signatures on the certificate may be facsimile. In
case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he
were such officer, transfer agent or registrar at the date
of issue.

SECTION 2. Transfer of Stock. Upon surrender to the
Corporation or the transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by
proper evidence of succession assignment or authority to
transfer, the Corporation shall issue a new certificate to
the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

SECTION 3. Registered Stockholders. The
Corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize
any equitable or other claim to, or interest in, such share
or shares on the part of any other person, whether or not it
shall have express or other notice thereof, save as
expressly provided by the laws of the State of Delaware.

SECTION 4. Lost Certificates. Any person claiming a
certificate of stock to be lost or destroyed shall make an
affidavit or affirmation of the fact and advertise the same
in such manner as the Board of Directors may require, and
the Board of Directors, in its discretion, may require the
owner of the lost or destroyed certificate, or his legal
representative, to give the Corporation a bond in a sum
sufficient, in the opinion of the Board of Directors, to
indemnify the Corporation against any claim that may be made
against it on account of the alleged loss of any such
certificate. A new certificate of the same tenor and for
the same number of shares as the one alleged to be lost or
destroyed may be issued without requiring any bond when, in
the judgment of the Directors, it is proper so to do.

SECTION 5. Record Date. In order that the Corporation
may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in
writing without a meeting, or to receive payment of any
dividend or other distribution or allotment of any rights,
or to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty
(60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other
action. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for
the adjourned meeting.

ARTICLE VII

CHECKS, NOTES, ETC.

SECTION 1. Execution of Checks, Notes, etc. All
checks and drafts on the Corporation's bank accounts and all
bills of exchange, promissory notes, acceptances,
obligations and other instruments for the payment of money,
shall be signed by the Chairman of the Board, the Vice
Chairman of the Board, any President or Vice President and
by the Treasurer or any Assistant Treasurer, or shall be
signed by such other officer or officers, person or persons,
as shall be thereunto authorized by the Board of Directors
or the Executive Committee.

SECTION 2. Execution of Contracts, Assignments. etc.
All contracts, agreements, endorsements, assignments,
transfers, stock powers, and other instruments shall be
signed by the Chief Executive Officer, the Chairman of the
Board, the Vice Chairman of the Board, any President or Vice
President or shall be signed by such officer or officers,
person or persons, as shall be thereunto authorized by the
Board of Directors or the Executive Committee or by the
Chief Executive Officer, Chairman of the Board or the
President.

SECTION 3. Voting of Stock and Execution of Proxies.
The Chairman of the Board, the Vice Chairman of the Board,
the President or a Vice President or any other officer of
the Corporation designated by the Board of Directors, the
Executive Committee, the Chairman of the Board, or a
President, shall be authorized to attend any meeting of the
stockholders of any other corporation in which the
Corporation is an owner of stock and to vote such stock upon
all matters coming before such meeting. The Chairman of the
Board, the Vice Chairman of the Board or the President or
any Vice President may sign and issue proxies to vote shares
of stock of other corporations owned by the Corporation.

ARTICLE VIII.

WAIVERS.

Whenever under the provisions of these bylaws or of any
law the stockholders or Directors are authorized to hold any
meeting or take any action after notice or after the lapse
of any prescribed period of time, such meeting or action may
be held or taken without notice and without such lapse of
time, on written waiver of such notice and lapse of time
signed by every person entitled to such notice or by his
attorney or attorneys thereunto authorized, either before or
after the meeting or action to which such notice relates.

ARTICLE IX.

SEAL.

The seal of the Corporation shall show the year of its
incorporation and shall be in such form as the Board of
Directors shall prescribe. The seal on any corporate
obligation for the payment of money may be a facsimile,
engraved or printed.

ARTICLE X.

INDEMNIFICATION.

SECTION 1. Power to Indemnify in Actions, Suits or
Proceedings other Than Those by or in the Right of the
Corporation. Subject to Section 3 of this Article X the
Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to or witness or other
participant in, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of
the Corporation by reason of the fact that he is or was a
director or officer of the Corporation, or is or was a
director or officer of the Corporation) serving at the
request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not act
in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct
was unlawful.

SECTION 2. Power to Indemnify in Actions, Suits or
Proceedings by or in the Right of the Corporation. Subject
to Section 3 of this Article X, the Corporation shall
indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that
he is or was a director or officer of the Corporation, or is
or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation; except
that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and
only to the extent that the Court of Chancery or the court
in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery or such other
court shall deem proper.

SECTION 3. Authorization of Indemnification. Any
indemnification under this Article X (unless ordered by a
court) shall be made by the Corporation only as authorized
in the specific case upon a determination that
indemnification of the director or officer is proper in the
circumstances because he has met the applicable standard of
conduct set forth in Section 1 or Section 2 of this Article
X, as the case may be. Such determination shall be made (i)
by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action,
suit or proceeding, or (ii) if such a quorum is not
obtainable or, even if obtainable, by majority vote of a
committee duly designated by the Board of Directors (in
which directors who are parties may participate) consisting
solely of two or more directors not at the time parties to
such action, suit or proceeding, or (iii) if such a quorum
is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal
counsel in a written opinion, or (iv) by the stockholders.
To the extent, however, that a director or officer of the
Corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding described
above, or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith, without the necessity of authorization
in the specific case.

Any indemnification under this Article X shall be made
promptly and, in any event, to the extend practicable,
within sixty days of receipt by the Corporation of the
written request of the person to be indemnified.

SECTION 4. Good Faith Defined. For purposes of any
determination under Section 3 of this Article X, a person
shall be deemed to have acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any
criminal action or proceeding, to have had no reasonable
cause to believe his conduct was unlawful, if his action is
based on the records or books of account of the Corporation
or another enterprise, or on information supplied to him by
the officers of the Corporation or another enterprise in the
course of their duties, or on the advice of legal counsel
for the Corporation or another enterprise or on information
or records given or reports made to the Corporation or
another enterprise by an independent certified public
accountant or by an appraiser or other expert selected with
reasonable care by the Corporation or another enterprise.
The term ''another enterprise'' as used in this Section 4
shall mean any other corporation or any partnership, joint
venture, trust, employee benefit plan or other enterprise of
which such person is or was sending at the request of the
Corporation as a director, officer, employee or agent. The
provisions of this Section 4 shall not be deemed to be
exclusive or to limit in any way the circumstances in which
a person may be deemed to have met the applicable standard
of conduct set forth in Sections 1 or 2 of this Article X,
as the case may be.

SECTION 5. Indemnification by a Court. Notwithstanding
any contrary determination in the specific case under
Section 3 of this Article and notwithstanding the absence of
any determination thereunder, any director or officer may
apply to any court of competent jurisdiction in the State of
Delaware for indemnification to the extent otherwise
permissible under Sections 1 and 2 of this Article X. The
basis of such indemnification by a court shall be a
determination by such court that indemnification of the
director or officer is proper in the circumstances because
he has met the applicable standards of conduct set forth in
Sections 1 or 2 of this Article X, as the case may be.
Neither a contrary determination in the specify case under
Section 3 of this Article X nor the absence of any
determination thereunder shall be a defense to such
application or create a presumption that the director or
officer seeking indemnification has not met any applicable
standard of conduct. Notice of any application for
indemnification pursuant to this Section 5 shall be given to
the Corporation promptly upon the filing of such application
If successful, in whole or in part, the director or officer
seeking indemnification shall also be entitled to be paid
the expense of prosecuting such application.

SECTION 6. Expenses Payable in Advance. Expenses
incurred by a director or officer in defending or
investigating a threatened or pending action, suit or
proceeding shall be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding
within fourteen days after receipt by the Corporation of a
written statement from such director or officer requesting
such an advancement, together with an undertaking, if
required by law at the time of such advance, by or on behalf
of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article
X.

SECTION 7. Nonexclusivity of Indemnification and
Advancement of Expenses. The indemnification and advancement
of expenses provided by or granted pursuant to this Article
X shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may
be entitled under any By-law, agreement, contract, vote of
stockholders or disinterested directors or pursuant to the
direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action taken (or
omitted to be taken) in his official capacity and as to
action taken (or omitted to be taken) in another capacity
while holding such office, it being the policy of the
Corporation that indemnification of the persons specified in
Sections 1 and 2 of this Article X shall be made to the
fullest extent permitted by law. The provisions of this
Article X shall not be deemed to prelude the indemnification
of any person who is not specified in Sections 1 or 2 of
this Article X but whom the Corporation has the power or
obligation to indemnify under the provisions of the General
Corporation Law of the State of Delaware, or otherwise.

SECTION 8. Insurance. The Corporation may maintain
insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any
expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such
expense, liability or loss under the General Corporation Law
of the State of Delaware or the provisions of this Article
X. The Corporation may also obtain a letter of credit, act
as self-insurer, create a reserve, trust, escrow, cash
collateral or other fund or account, enter into
indemnification agreements, pledge or grant a security
interest in any assets or properties of the Corporation, or
use any other mechanism or arrangement whatsoever in such
amounts, at such costs, and upon such other terms and
conditions as the Board of Directors shall deem appropriate
for the protection of any or all such persons.

SECTION 9. Certain Definitions. For purposes of this
Article X, references to ''the Corporation" shall include,
in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority
to indemnify its directors and officers, so that any person
who is or was a director or officer of such constituent
corporation, or is or was a director or officer of such
constituent corporation serving at the request of such
constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, shall
stand in the same position under the provisions of this
Article X with respect to the resulting or surviving
corporation as he would have with respect to such
constituent corporation if its separate existence had
continued. For purposes of this Article X, references to
"fines" shall include any excise taxes assessed on a person
with respect to an employee benefit plan; and references to
"serving at the request of the Corporation'' shall include
any service as a director or officer of the Corporation
which imposes duties on, or involves services by, such
director or officer with respect to an employee benefit
plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed
to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in
a manner "not opposed to the best interests of the
Corporation" as referred to in this Article X.

SECTION 10. Survival of Indemnification and Advancement
of Expenses. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article X shall,
unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs,
executors and administrators of such a person.

SECTION 11. Limitation on Indemnification.
Notwithstanding anything contained in this Article to the
contrary, except for proceedings to enforce rights to
indemnification (which shall be governed by Section 5
hereof), the Corporation shall not be obligated to indemnify
any director or officer in connection with a proceeding (or
part thereof) initiated by such person unless such
proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.

SECTION 12. Indemnification of Employees and Agents.
The Corporation may, to the extent authorized from time to
time by the Board of Directors, provide rights to
indemnification and to the advancement of expenses to
employees and agents of the Corporation similar to those
conferred in this Article X to directors and officers of the
Corporation.

SECTION 13. Repeal or Modification. All rights to
indemnification and to advancement of expenses under this
Article X shall be deemed to be a contract between the
Corporation and each director and officer who serves or has
served in any such capacity, and each other person as to
whom the Corporation has agreed to grant indemnity at any
time while this Article is in effect. Any repeal or
modification of this Article or any repeal or modification
of relevant provisions of the General Corporation Law of the
State of Delaware or any other applicable law shall not in
any way diminish any right to indemnification or to
advancement of expenses of such director, officer or other
person as to whom the Corporation has agreed to grant
indemnity, or the obligations of the Corporation arising
hereunder for claims relating to matters occurring prior to
such repeal or modification.

SECTION 14. Separability. If this Article X or any
portion hereof shall be invalidated on any ground by any
court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each director and officer, and each
employee, agent and other person as to whom the Corporation
has agreed to grant indemnity to the full extent permitted
by any applicable portion of this Article X that shall not
have been invalidated and to the full extent permitted by
applicable law.

ARTICLE XI.

AMENDMENTS.

SECTION 1. Amendments. Subject to the provisions of
applicable law and of the Certificate of Incorporation,
these bylaws may be altered, amended or repealed and new
bylaws adopted either (1) at any annual or special meeting
of the stockholders at which a quorum is present or
represented, provided notice of the proposed amendment shall
have been contained in the notice of meeting, or (2) by the
Board of Directors at any regular or special meeting at
which a quorum is present, provided notice of the proposed
amendment shall have been given.

Exhibit B-23(a)

CERTIFICATE OF INCORPORATION
OF
ENTERGY AUSTRALIA, INC.

THE UNDERSIGNED, in order to form a corporation hereinafter

stated, under and pursuant to the provisions of the General

Corporation Law of the State of Delaware does hereby certify

as follows:

FIRST: The name of the Corporation is Entergy Australia,

Inc.

SECOND: The registered office of the Corporation is to

be located at 1209 Orange Street, in the City of

Wilmington, in the County of New Castle, in the State

of Delaware. The name of its registered agent at that

address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in

any lawful act or activity for which a corporation may

be organized under the General Corporation Law of

Delaware as presently in effect or as may hereinafter

be amended.

FOURTH: The total number of shares of capital stock

which the Corporation is authorized to issue is 1,000

shares of capital stock having no par value per share

and of one class; such class is hereby designated as

common stock.

FIFTH: No stockholder shall be entitled as a matter of

right to subscribe for, purchase or receive any shares

of the stock or any rights or options of the

Corporation which it may issue or sell, whether out of

the number of shares authorized by this Certificate of

Incorporation or by amendment thereof or out of the

shares of the stock of the Corporation acquired by it

after the issuance thereof, nor shall any stockholder be

entitled as a matter of right to purchase or subscribe

for or receive any bonds, debentures or other obligations

which the Corporation may issue or sell that shall be

convertible into or exchangeable for stock or to which

shall be attached or appertain any warrant to warrants

or other instrument or instruments that shall confer

upon the holder or owner of such obligation the right

to subscribe for or purchase from the Corporation any

share of its capital stock, but all such additional

issues of stock, rights, options, or of bonds,

debentures or other obligations convertible into or

exchangeable for stock or to which warrants shall be

attached or appertain or which shall confer upon the

holder the right to subscribe for or purchase any

shares of stock may be issued and disposed of by the

Board of Directors to such persons and upon such terms

as in their absolute discretion they may deem

advisable, subject only to such limitations as may be

imposed in this Certificate of Incorporation or in any

amendment thereto.

SIXTH: An annual meeting of stockholders shall be held

for the election of Directors and the transaction of

such other business as may properly come before said

meeting. Special meetings of the stockholders of the

Corporation shall be held whenever called in the manner

required by the laws of the State of Delaware or for

purposes as to which there are special statutory

provisions, and for other purposes whenever called by

resolution of the Board of Directors, or by the

Chairman of the Board, the President, or the holders of

a majority of the issued and outstanding shares of the

common stock of the Corporation. Except as otherwise

provided herein, any such annual or special meeting of

stockholders shall be held on a date and at a time and

place as may be designated by or in the manner provided

in the By-Laws.

SEVENTH: The name and mailing address of the

Incorporator is Frederick F. Nugent, Three Financial

Centre, Suite 210, 900 South Shackleford Road, Little

Rock, Arkansas 72211.

EIGHTH: The number of Directors which shall constitute

the whole Board shall be not less than one (1) nor more

than ten (10). Within such limits, the number of

Directors shall be fixed and may be altered from time

to time, as provided in the By-Laws. Election of

Directors need not be by ballot unless the By-Laws so

provide. Directors need not be stockholders.

Directors shall be elected at the annual meeting of the

stockholders of the Corporation, except as herein

provided, to serve until the next annual meeting of

stockholders and until their respective successors are

duly elected and have /qualified. Vacancies occurring

among the Directors (other than in the case of removal

of a Director) shall be filled by a majority vote of

the Directors then in office with the consent of the

holders of a majority of the issued and outstanding

common stock of the Corporation, or by the sole

remaining Director with the consent of the holders of a

majority of the issued and outstanding common stock of

the Corporation, or by resolution duly adopted by the

holders of a majority of the issued and outstanding

common stock of the Corporation, at a special meeting

held for such purpose, or by action taken in lieu of

such meeting, or at the next annual meeting of

stockholders following any vacancy. At any meeting of

stockholders of the Corporation called for the purpose,

the holders of a majority of the issued and outstanding

shares of the common stock of the Corporation may

remove from office, with or without cause, any or all

of the Directors and the successor of any Director so

removed shall be elected by the holders of a majority

of the issued and outstanding common stock of the

Corporation at such meeting or at a later meeting.

NINTH: All corporate powers shall be exercised by the

Board of Directors of the Corporation except as

otherwise provided by law or by this Certificate of

Incorporation or by any By-Laws from time to time

passed by the stockholders (provided, however, that no

By-Law so created shall invalidate any prior act of the

Directors which was valid in the absence of such By-

Law). In furtherance and not in limitation of the

powers conferred by law, the Board of Directors is

expressly authorized (a) to make, alter, amend, and

repeal the By-Laws of the Corporation, subject to the

power of the stockholders, to alter, amend or repeal

such By-Laws, (b) to authorize and cause to be executed

mortgages and liens upon all or any part of the

property of the Corporation; (c) to determine the use

and disposition of any surplus or net profits; and (d)

to fix the times for the declaration and payment of

dividends.

TENTH: Directors, as such, shall not receive any stated

salary for their services, but, by resolution of the

Board of Directors, a fixed sum and expenses of

attendance, if any, may be allowed for attendance at

each regular, special or committee meeting of the

Board; provided that nothing herein contained shall be

construed to preclude any Director from serving the

Corporation in any other capacity and receiving

compensation therefor.

ELEVENTH: When and as authorized by the affirmative

vote of the holders of a majority of the common stock

of the Corporation, issued and outstanding, given at a

stockholders' meeting duly called for that purpose, or

when authorized by the written consent of the holders

of a majority of the common stock of the Corporation

issued and outstanding, the Board of Directors may

cause the Corporation to sell, lease or exchange all or

substantially all, of its property and assets,

including its good will and its corporate franchises,

upon such terms and conditions and for such

consideration, which may be whole or in part shares of

stock in, and/or other securities of, any other

corporation or corporations, as the Board of Directors

shall deem expedient and for the best interests of the

Corporation.

TWELFTH: The Board of Directors may not cause the

Corporation to merge or consolidate with or into any

other corporation or corporations, unless such merger

or consolidation shall have been authorized by the

affirmative vote of the holders of a majority of the

common stock of the Corporation, issued and

outstanding, given at a stockholders' meeting called

for that purpose, or authorized by the written consent

of the holders of a majority of the common stock of the

Corporation issued and outstanding.

THIRTEENTH: To the fullest permitted by the laws of

the State of Delaware, or any other applicable law

presently or hereafter in affect, a Director of the

Corporation shall not be liable to the Corporation or

its stockholders for monetary damages for or with

respect to any acts or omissions in the performance of

his duties.

Any repeal or modifications of the foregoing paragraph

by the stockholders of the Corporation shall not

adversely affect any right or protection of a Director

of the Corporation existing at the time of such repeal

or modification.

FOURTEENTH: If after the date of adoption of this

Certificate of lncorporation any provision of this

Certificate of Incorporation is invalidated on any

grounds by any court of competent jurisdiction, then

only such provision shall be deemed inoperative and

null and void and the remainder of this Certificate of

Incorporation shall not be affected thereby.

FIFTEENTH: The Corporation reserves the right to amend,

alter, change or repeal any provision contained in this

Certificate of Incorporation in the manner now or

hereafter prescribed by law, and all rights and powers

conferred herein on stockholders, Directors and

officers are subject to this reserved power.

IN WITNESS WHEREOF, I have hereunto set my hand this 24th

day of, October, 1995.

Incorporator:

________________________

Frederick F. Nugent
Three Financial Centre
900 S. Shackleford, Suite 210
Little Rock, Arkansas 72211
In the presence of:

____________________________

<PAGE>
Entergy Australia, Inc.

Instrument of Incorporator Setting
Forth Action Taken in Lieu of
Organization Meeting

The undersigned, being the sole incorporator of Entergy
Australia, Inc. ("Corporation"), a corporation organized
under the General Corporation Law of the State of Delaware
(the "Corporation Law"), hereby takes and consents to the
following action:

WHEREAS, Section 108 of the Corporation Law authorizes
the incorporator of the Corporation to take, by written
consent without a meeting, any action submitted to be taken
at an organizational meeting:

NOW THEREFORE, BE IT

RESOLVED, that the Certificate of Incorporation of the
Corporation filed with the Secretary of State of the State
of Delaware on October 24, 1995, be and hereby is approved,
and that the Secretary of the Corporation, when appointed be
and hereby is instructed to file said Certificate of
Incorporation in the minute book of the Corporation; and

RESOLVED, that the By-Laws annexed hereto, having been
read and considered section by section, be and hereby are
adopted as the By-laws of the Corporation, and that the
Secretary of the Corporation, when appointed, be and hereby
is instructed to enter the said By-Laws in the minute book
of the Corporation; and

RESOLVED, that the following individuals be and hereby
are elected as directors to hold office until the first
annual meeting of stockholders of the Corporation:

Terry L. Ogletree
Gerald D. McInvale
Michael G. Thompson

IN WITNESS WHEREOF, I have signed this instrument this
24th day of October, 1995.

Incorporator
Frederick F. Nugent

<PAGE>

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
BEFORE PAYMENT OF CAPITAL
OF
ENTERGY AUSTRALIA, INC.

The undersigned, being all of the directors of Entergy
Australia, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of
Delaware,

DO HEREBY CERTIFY:

FIRST: That Article First of the Certificate of
Incorporation be and it hereby is amended to read as
follows:

The name of the corporation is Entergy Power
Development International Corporation.

SECOND: That the corporation has not received any
payment for any of its stock.

THIRD: That the amendment was duly adopted in
accordance with the provisions of section 241 of the General
Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, we have signed this certificate this
30th day of November 1995.

Terry L. Ogletree, Director

Gerald D. McInvale, Director

Michael G. Thompson, Director

<PAGE>
STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE

I, Edward J. Freel, Secretary of State of the State of
Delaware, do hereby certify the attached is a true and
correct copy of the Certficate of Amendment of "Entergy
Australia, Inc.", changing its name from "Entergy Australia,
Inc." to "Entergy Power Development International
Corporation", filed in this office on the seventh day of
December, A.D. 1995, at 10:30 o'clock A.M.

A certified copy of this certificate has been forwarded
to the New Castle County recorded of deeds for recording.

Edward J. Freel, Secretary of State

Authentication: 7739805
Date: 12-07-95

<PAGE>

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
BEFORE PAYMENT OF CAPITAL
OF
ENTERGY POWER DEVELOPMENT INTERNATIONAL CORPORATION

The undersigned, being all of the directors of Entergy
Power Development International Corporation, a corporation
organized and existing under and by virtue of the General
Corporation Law of the State of Delaware,

DO HEREBY CERTIFY:

FIRST: That Article Four of the Certificate of
Incorporation be and it hereby is amended to read as
follows:

The total number of shares of capital stock which
the Corporation is authorized to issue is 10,000 shares of
capital stock having no par value per share and of one
class; such class is hereby designated as common stock.

SECOND: That the corporation has not received any
payment for any of its stock.

THIRD: That the amendment was duly adopted in
accordance with the provisions of section 241 of the General
Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, we have signed this certificate this 7th
day of December 1995.

Terry L. Ogletree, Director

Gerald D. McInvale, Director

Michael G. Thompson, Director

Exhibit B-23(b)

BY-LAWS

ENTERGY POWER DEVELOPMENT INTERNATIONAL CORPORATION

ARTICLE I

Offices

The registered office of the Corporation shall be

in the City of Wilmington, County of New Castle, State of

Delaware. The Corporation also may have offices at such

other places, both within and without the State of Delaware,

as from time to time may be designated by the Board of

Directors.

ARTICLE II

Books

The books and records of the Corporation may be

kept (except as otherwise provided by the laws of the State

of Delaware) outside the State of Delaware and at such place

or places as from time to time may be designated by the

Board of Directors.

ARTICLE III

Meetings of Stockholders

Section 1. Annual Meetings. Each annual meeting

of the stockholders shall be held (i) at a time fixed by the

Board of Directors, on the third Friday in May, if not a

legal holiday; (ii) if a legal holiday, then at the same

time on the next business day which is not a legal holiday;

or (iii) at such date and time during such calendar year as

shall be stated in the notice of the meeting or in a duly

executed waiver of notice thereof. The annual meeting of

the stockholders shall be held at the principal business

office of the Corporation or at such other place or places

either within or without the State of Delaware as may be

designated by the Board of Directors and stated in the

notice of the meeting. At each such meeting, the

stockholders shall elect by a plurality vote a Board of

Directors, and transact such other business as may come

before the meeting.

Written notice of the time and place designated

for the annual meeting of the stockholders of the

Corporation shall be delivered personally or mailed to each

stockholder entitled to vote thereat not less than ten (10)

and not more than sixty (60) days prior to said meeting, but

at any meeting at which all stockholders shall be present,

or of which all stockholders not present have waived notice

in writing, the giving of notice as above described may be

dispensed with. If mailed, said notice shall be directed to

each stockholder at his address as the same appears on the

stock ledger of the Corporation unless he shall have filed

with the Secretary of the Corporation a written request that

notices intended for him be mailed to some other address, in

which case it shall be mailed to the address designated in

such request.

Section 2. Special Meetings. Special meetings of

the stockholders of the Corporation shall be held whenever

called in the manner required by the laws of the State of

Delaware for purposes as to which there are special

statutory provisions, and for such other purposes as

required or permitted by the Certificate of Incorporation or

otherwise, whenever called by resolution of the Board of

Directors, or by the Chairman of the Board, the President,

or the holders of a majority of the issued and outstanding

shares of the common stock of the Corporation. Any such

special meeting of stockholders may be held at the principal

business office of the Corporation or at such other place or

places, either within or without the State of Delaware, as

may be specified in the notice thereof. Business transacted

at any special meeting of stockholders of the Corporation

shall be limited to the purposes stated in the notice

thereof. Except as otherwise expressly required by the laws

of the State of Delaware or the Certificate of

Incorporation, written notice of each special meeting,

stating the day, hour and place, and in general terms

the business to be transacted thereat, shall be delivered

personally or mailed to each stockholder entitled to vote

thereat not less than ten (10) and not more than sixty (60)

days before the meeting. If mailed, said notice shall be

directed to each stockholder at his address as the same

appears on the stock ledger of the Corporation unless he

shall have filed with the Secretary of the Corporation a

written request that notices intended for him be mailed to

some other address, in which case it shall be mailed to the

address designated in said request. At any special meeting

at which all stockholders shall be present, or of which all

stockholders not present have waived notice in writing, the

giving of notice as above described may be dispensed with.

Section 3. Quorum. At any meeting of the

stockholders of the Corporation, except as otherwise

expressly provided by the laws of the State of Delaware or

the Certificate of Incorporation, there must be present,

either in person or by proxy, in order to constitute a

quorum, stockholders owning a majority of the issued and

outstanding shares of the common stock of the Corporation

entitled to vote at said meeting. At any meeting of

stockholders at which a quorum is not present, the holders

of, or proxies for, a majority of the common stock which is

represented at such meeting, shall have power to adjourn the

meeting from time to time, without notice other than

announcement at the meeting, until a quorum shall be present

or represented. At such adjourned meeting at which a quorum

shall be present or represented, any business may be

transacted which might have been transacted at the meeting

as originally noticed. If the adjournment is for more than

thirty (30) days, or if after the adjournment a new record

date is fixed for the adjourned meeting, a notice of the

adjourned meeting shall be given to each stockholder of

record entitled to vote at the meeting.

Section 4. Voting. Each holder of record of the

common stock of the Corporation shall, at every meeting of

the stockholders of the Corporation, be entitled to one (1)

vote for each share of common stock standing in his name on

the books of the Corporation, and such votes may be cast

either in person or by proxy, appointed by an instrument in

writing, subscribed by such stockholder or by his duly

authorized attorney, and filed with the Secretary before

being voted on, but no proxy shall be voted after three (3)

years from its date, unless said proxy provides for a longer

period. Except as otherwise required by the laws of the

State of Delaware or the Certificate of Incorporation, the

holders of the common stock of the Corporation shall

exclusively possess all voting power for the election of

Directors and for all other purposes and are entitled to

vote on each matter to be voted on at a stockholders'

meeting.

The vote on all elections of Directors and other

questions before the meeting need not be by ballot, except

upon demand by the holders of the majority of the shares of

the common stock of the Corporation present in person or by

proxy.

When a quorum is present at any meeting of the

stockholders of the Corporation, the vote of the holders of

a majority of the shares of the common stock of the

Corporation and present in person or represented by proxy

shall decide any question brought before such meeting,

unless the question is one upon which, under any provision

of the laws of the State of Delaware or of the Certificate

of Incorporation, a different vote is required, in which

case such provision shall govern and control the decision of

such question.

Whenever the vote of the holders of the common

stock of the Corporation at a meeting thereof is required or

permitted to be taken in connection with any corporate

action by any provision of the laws of the State of Delaware

or of the Certificate of Incorporation, such corporate

action may be taken without a meeting, without prior notice

and without a vote, if a consent in writing, setting forth

the action so taken, shall be signed by the holders of

outstanding common stock of the Corporation having not less

than the minimum number of votes that would be necessary to

authorize or take such action at a meeting at which all

shares entitled to vote thereon were present and voted.

Prompt notice of the taking of the corporate action without

a meeting by less than unanimous written consent shall be

given to those stockholders who have not consented thereto

in writing.

Section 5. List of Stockholders. The officer of

the Corporation who shall have charge of the stock ledger of

the Corporation shall prepare and make, at least ten (10)

days before every meeting of stockholders, a complete list

of the stockholders entitled to vote at said meeting,

arranged in alphabetical order and showing the address of

each stockholder and the number of shares registered in the

name of each stockholder. Such list shall be open to the

examination of any stockholder, for any purpose germane to

the meeting, during ordinary business hours for a period of

at least ten (10) days prior to the meeting, either at a

place within the city where the meeting is to be held, which

place shall be specified in the notice of the meeting, or,

if not so specified, at the place where the meeting is to be

held. The list also shall be produced and kept at the time

and place of the meeting during the whole time thereof, and

may be inspected by any stockholder who is present.

Section 6. Organization. The Chairman of the

Board or the President, or in their absence, any Vice

President, shall call to order meetings of the stockholders

and shall act as chairman of such meetings. The Board of

Directors or the stockholders may appoint any stockholder or

any Director or officer of the Corporation to act as

chairman of any meeting in the absence of the Chairman of

the Board, the President and all of the Vice Presidents.

The Secretary of the Corporation shall act as

secretary of all meetings of the stockholders, but in the

absence of the Secretary the presiding officer may appoint

any other person to act as secretary of any meeting.

ARTICLE IV
Directors

Section 1. Powers. The business and affairs of

the Corporation shall be managed by the Board of Directors

which may exercise all such powers and do all such acts and

things as may be exercised or done by the Corporation;

subject, nevertheless, to the provisions of the laws of the

State of Delaware, the Certificate of Incorporation, and any

By-Laws from time to time passed by the stockholders;

provided, however, that no By-Law so created shall

invalidate any prior act of the Directors which was valid in

the absence of such By-Law.

Section 2. Number of Directors. The number of

Directors which shall constitute the whole Board shall be

not less than one (1) nor more than ten (10). Within such

limits, the number of Directors may be fixed from time to

time by vote of the stockholders or of the Board of

Directors at any regular or special meeting. Directors need

not be stockholders. Directors shall be elected at the

annual meeting of the stockholders of the Corporation,

except as herein provided, to serve until the next annual

meeting of stockholders and until their respective

successors are duly elected and have qualified.

Section 3. Vacancies. Vacancies occurring among

the Directors (other than in the case of removal of a

Director) shall be filled by a majority vote of the

Directors then in office with the consent of the holders of

a majority of the issued and outstanding common stock of the

Corporation, or by the sole remaining Director with the

consent of the holders of a majority of the issued and

outstanding common stock of the Corporation, or by

resolution duly adopted by the holders of a majority of the

issued and outstanding common stock of the Corporation, at a

special meeting held for such purpose, or by action taken in

lieu of such meeting, or at the next annual meeting of

stockholders following any vacancy.

Section 4. Removal. At any meeting of

stockholders of the Corporation called for the purpose, the

holders of a majority of the issued and outstanding shares

of the common stock of the Corporation may remove from

office, with or without cause, any or all of the Directors

and the successor of any Director so removed shall be

elected by the holders of a majority of the issued and

outstanding common stock of the Corporation at such meeting

or at a later meeting.

Section 5. Meetings. The first meeting of each

newly elected Board of Directors shall be held immediately

following the annual meeting of stockholders and at the same

place at which regular meetings of the Board of Directors

are held, or at such other time and place as may be provided

by resolution of the Board of Directors, and no notice of

such meeting shall be necessary to the newly elected

Directors in order legally to constitute a meeting, provided

a quorum is present. In the event that such first meeting

of the newly elected Board of Directors is not held at the

time and place authorized by the foregoing provision, the

meeting may be held at such time and place as shall be

specified in a notice given as hereinafter provided for

special meetings of the Board of Directors, or as shall be

specified in a written waiver signed by all the Directors.

Regular meetings of the Board of Directors may be held

without notice at such time and place, either within or

without the State of Delaware, as shall from time to time be

determined by resolutions of the Board of Directors.

Special meetings of the Board of Directors may be called by

the Chairman of the Board or by the President on reasonable

notice as provided in these By-Laws, and such meetings shall

be held at the principal business office of the Corporation

or at such other place or places, either within or without

the State of Delaware, as shall be specified in the notice

thereof. Directors present thereat, by majority vote, may

adjourn the meeting from time to time, without notice other

than an announcement at the meeting, until a quorum shall be

present. Except as may be otherwise specifically provided

by the laws of the State of Delaware, the Certificate of

Incorporation or these By-Laws, the affirmative vote of a

majority of the Directors present at the time of such vote

shall be the act of the Board of Directors if a quorum is

present.

Section 6. Notice of Meetings. Notice of any

meeting of the Board of Directors requiring notice shall be

given to each Director by personal delivery or by mail or by

telegram, in any case at least forty-eight (48) hours before

the time fixed for the meeting. At any meeting at which all

Directors shall be present, or at which all Directors not

present have waived notice in writing, the giving of notice

as above described may be dispensed with. Attendance of a

Director at a meeting shall constitute waiver of notice of

such meeting, except when such Director attends such meeting

for the express purpose of objecting, at the beginning of

such meeting, to the transaction of any business because

such meeting is not lawfully called or convened.

Section 7. Action by Consent. Unless otherwise

restricted by the Certificate of Incorporation or these By-

Laws, any action required or permitted to be taken at any

meeting of the Board of Directors may be taken without a

meeting, if all members of the Board consent thereto in

writing, and the writing or writings are filed with the

minutes of proceedings of the Board.

Section 8. Telephonic Meetings. Unless otherwise

restricted by the Certificate of Incorporation or these By-

Laws, members of the Board of Directors may participate in a

meeting of the Board by means of conference telephone or

similar communications equipment by means of which all

persons participating in such meeting can hear each other,

and participation in a meeting pursuant to this Section 8 of

Article IV shall constitute presence in person at such

meeting.

Section 9. Resignations. Any Director of the

Corporation may resign at any time by giving written notice

to the Board of Directors or to the Chairman of the Board,

the President or the Secretary of the Corporation. Any such

resignation shall take effect at the time specified therein,

or, if the time be not specified, upon receipt thereof; and

unless otherwise specified therein, acceptance of such

resignation shall not be necessary to make it effective.

ARTICLE V

Executive Committee and Other Committees

Section 1. Executive Committee. The Board of

Directors may, by resolution passed by a majority of the

whole Board of Directors, appoint an Executive Committee of

not less than two or more than five members, to serve during

the pleasure of the Board of Directors, to consist of the

Chairman of the Board, and such additional Director(s) as

the Board of Directors may from time to time designate. The

Chairman of the Board of the Corporation shall be Chairman

of the Executive Committee.

Section 2. Procedure. The Executive Committee

shall meet at the call of the Chairman of the Executive

Committee or of any two members. A majority of the members

shall be necessary to constitute a quorum and action shall

be taken by a majority vote of those present.

Section 3. Powers and Reports. During the

intervals between the meetings of the Board of Directors,

the Executive Committee shall possess and may exercise, to

the fullest extent permitted by law, all the powers of the

Board of Directors in the management and direction of the

business and affairs of the Corporation, and may authorize

the seal of the Corporation to be affixed to all papers

which may require it. The taking of action by the Executive

Committee shall be conclusive evidence that the Board of

Directors was not in session when such action was taken.

The Executive Committee shall keep regular minutes of its

proceedings and all action by the Executive Committee shall

be reported to the Board of Directors at its meeting next

following the meeting of the Executive Committee and shall

be subject to revision or alteration by the Board of

Directors; provided, that no rights of third parties shall

be affected by such revision or alteration.

Section 4. Other Committees. From time to time

the Board of Directors, by the affirmative vote of a

majority of the whole Board of Directors, may appoint other

committees for any purpose or purposes, and such committees

shall have such powers as shall be conferred by the

resolution of appointment. In the absence or

disqualification of a member of any committee (including the

Executive Committee), the member or members thereof present

at any meeting and not disqualified from voting, whether or

not he or they constitute a quorum, may unanimously appoint

another member of the Board of Directors to act at the

meeting in place of any such absent or disqualified member.

ARTICLE VI

Officers

Section 1. Number, Election and Term of Office.

The Board of Directors may elect a Chairman of the Board, a

Chief Executive Officer, and/or a Chief Operating Officer,

and shall elect a President, a Secretary, a Treasurer, and

in their discretion, one or more Vice Presidents. The Chief

Executive Officer or, if no Chief Executive Officer is

elected, the President, subject to the direction of the

Board of Directors, shall have direct charge of and general

supervision over the business and affairs of the

Corporation. The officers of the Corporation shall be

elected annually by the Board of Directors at its meeting

held immediately after the annual meeting of the

stockholders (other than the initial officers elected by

unanimous consent of the initial Board of Directors), and

each shall hold his office until his successor shall have

been duly elected and qualified or until he shall have died

or resigned or shall have been removed by majority vote of

the entire Board of Directors. Any number of offices may be

held by the same person. The Board of Directors may from

time to time appoint such other officers and agents as the

interest of the Corporation may require and may fix their

duties and terms of office.

Section 2. Chairman of the Board. The Chairman of

the Board shall be a member of the Board of Directors. He

shall preside at all meetings of the Board of Directors, and

shall have such other duties as from time to time may be

assigned to him by the Board of Directors, by the Executive

Committee or, if the President shall have been designated

chief executive officer of the Corporation, by the

President.

Section 3. President. The President shall perform

all duties incident to the office of a president of a

corporation and such other duties as from time to time may

be assigned to him by the Board of Directors or by the

Executive Committee, or if the Chairman of the Board shall

have been designated chief executive officer of the

Corporation, by the Chairman of the Board. At any time when

the office of the Chairman of the Board shall be vacant or

if the Board of Directors shall not elect a Chairman of the

Board, the President of the Corporation shall be the chief

executive officer of the Corporation.

Section 4. Vice Presidents. Each Vice President

shall have such powers and shall perform such duties

incident to the office of a vice president of a corporation,

and such other duties as from time to time may be conferred

upon or assigned to him by the Board of Directors or as may

be delegated to him by the Chairman of the Board (if chief

executive officer) or the President.

Section 5. Secretary. The Secretary shall keep

the minutes of all meetings of the stockholders and of the

Board of Directors in books provided for the purpose; shall

see that all notices are duly given in accordance with the

provisions of the law and these By-Laws; shall be custodian

of the records and of the corporate seal of the Corporation;

shall see that the corporate seal is affixed to all

documents the execution of which under the seal is duly

authorized, and when the seal is so affixed may attest the

same; may sign, with the Chairman of the Board (if chief

executive officer), the President or a Vice President,

certificates of stock of the Corporation; and in general,

shall perform all duties incident to the office of a

secretary of a corporation, and such other duties as from

time to time may be assigned by the Chairman of the Board

(if chief executive officer), the President or the Board of

Directors.

The Secretary shall also keep, or cause to be

kept, a stock book, containing the names, alphabetically

arranged, of all persons who are stockholders of the

Corporation, showing their places of residence, the number

of shares held by them respectively, and the time when they

respectively became owners thereof.

Section 6. Treasurer. The Treasurer shall have

charge of and be responsible for all funds, securities,

receipts and disbursements of the Corporation, and shall

deposit, or cause to be deposited, in the name of the

Corporation, all moneys or other valuable effects in such

banks, trust companies or other depositories as shall, from

time to time, be selected by the Board of Directors or by

the Treasurer if so authorized by the Board of Directors;

may endorse for collection on behalf of the Corporation,

checks, notes and other obligations; may sign receipts and

vouchers for payments made to the Corporation; singly or

jointly with another person as the Board of Directors may

authorize, may sign checks on the Corporation and pay out

and dispose of the proceeds under the direction of the

Board; shall render or cause to be rendered to the Chairman

of the Board (if chief executive officer), the President and

the Board of Directors, whenever requested, an account of

the financial condition of the Corporation; may sign, with

the Chairman of the Board (if chief executive officer), the

President or a Vice President, certificates of stock of the

Corporation; and in general, shall perform all the duties

incident to the office of a treasurer of a corporation, and

such other duties as from time to time may be assigned by

the Chairman of the Board (if chief executive officer), the

President or the Board of Directors.

Section 7. Subordinate Officers. The Board of

Directors may appoint such assistant secretaries, assistant

treasurers and other subordinate officers as it may deem

desirable. Each such officer shall hold office for such

period, have such authority and perform such duties as the

Board of Directors may prescribe. The Board of Directors

may, from time to time, authorize the chief executive

officer to appoint and remove subordinate officers and to

prescribe the powers and duties thereof.

Section 8. Transfer of Duties. The Board of

Directors in its absolute discretion may transfer the power

and duties, in whole or in part, of any officer to any other

officer, or persons, notwithstanding the provisions of these

By-Laws, except as otherwise provided by the laws of the

State of Delaware.

Section 9. Vacancies, Absences. If the office of

Chairman of the Board, President, Vice President, Secretary

or Treasurer, or of any other officer or agent becomes

vacant for any reason, the Board of Directors may, but is

not required to, choose a successor to hold office for the

remainder of the unexpired term. Except when the law

requires the act of a particular officer, the Board of

Directors whenever necessary may, in the absence of any

officer, designate any other officer or properly qualified

employee, to perform the duties of the one absent for the

time being, and such designated officer or employee shall

have, when so acting, all the powers herein given to such

absent officer.

Section 10. Removals. At any meeting of the

Board of Directors called for the purpose, any officer or

agent of the Corporation may be removed from office, with or

without cause, by the affirmative vote of a majority of the

entire Board of Directors.

Section 11. Resignations. Any officer or agent

of the Corporation may resign at any time by giving written

notice to the Board of Directors, the Chairman of the Board,

the President or the Secretary of the Corporation. Any such

resignation shall take effect at the time specified therein

or, if the time is not specified, upon receipt thereof; and

unless otherwise specified therein, acceptance of such

resignation shall not be necessary to make it effective.

Section 12. Compensation of Officers. The

officers shall receive such salary or compensation as may be

determined by the affirmative vote of the majority of the

Board of Directors. No officer shall be prevented from

receiving such salary or compensation by reason of the fact

that he is also a Director of the Corporation.

Section 13. Delegation of Powers. Each officer

may delegate to any other officer and to any official,

employee or agent of the corporation, such portions of his

powers as he shall deem appropriate, subject to such

limitations and expirations as he shall specify, and may

revoke such delegation at any time.

ARTICLE VII

Contracts, Checks and Notes

Unless the Board of Directors shall otherwise

specifically direct, all contracts, checks, drafts, bills of

exchange and promissory notes and other negotiable

instruments of the Corporation shall be executed in the name

of the Corporation by the Chairman of the Board, the

President, a Vice President, Secretary or Treasurer or any

officer as may be designated by the Board of Directors.

ARTICLE VIII

Capital Stock

Section 1. Certificates of Stock. The

certificates for shares of the stock of the Corporation

shall be in such form, not inconsistent with the Certificate

of Incorporation, as shall be prepared or approved by the

Board of Directors. Every holder of stock in the

Corporation shall be entitled to have a certificate signed

by, or in the name of the Corporation, by the Chairman of

the Board (if chief executive officer), the President or a

Vice President, and by the Treasurer or the Secretary

certifying the number of shares owned by him and the date of

issue; and no certificate shall be valid unless so signed.

All certificates shall be consecutively numbered and shall

be entered in the books of the Corporation as they are

issued.

All signatures on the certificate may be

facsimile. In case any officer, transfer agent or registrar

who has signed or whose facsimile signature has been placed

upon a certificate shall have ceased to be such officer,

transfer agent or registrar before such certificate is

issued, it may be issued by the Corporation with the same

effect as if he were such officer, transfer agent or

registrar at the date of issue.

Section 2. Transfer of Stock. Upon surrender to

the Corporation or the transfer agent of the Corporation of

a certificate for shares duly endorsed or accompanied by

proper evidence of succession, assignment or authority to

transfer, the Corporation shall issue a new certificate to

the person entitled thereto, cancel the old certificate and

record the transaction upon its books.

Section 3. Registered Stockholders. The

Corporation shall be entitled to treat the holder of record

of any share or shares of stock as the holder in fact

thereof and, accordingly, shall not be bound to recognize

any equitable or other claim to, or interest in, such share

or shares on the part of any other person, whether or not it

shall have express or other notice thereof, save as

expressly provided by the laws of the State of Delaware.

Section 4. Lost Certificates Any person claiming a

certificate of stock to be lost or destroyed shall make an

affidavit or affirmation of the fact and advertise the same

in such manner as the Board of Directors may require, and

the Board of Directors, in its discretion, may require the

owner of the lost or destroyed certificate, or his legal

representative, to give the Corporation a bond in a sum

sufficient, in the opinion of the Board of Directors, to

indemnify the Corporation against any claim that may be made

against it on account of the alleged loss of any such

certificate. A new certificate of the same tenor and for

the same number of shares as the one alleged to be lost or

destroyed may be issued without requiring any bond when, in

the judgment of the Directors, it is proper so to do.

Section 5. Record Date. In order that the

Corporation may determine the stockholders entitled to

notice of or to vote at any meeting of stockholders or any

adjournment thereof, or to express consent to corporate

action in writing without a meeting, or to receive payment

of any dividend or other distribution or allotment of any

rights, or to exercise any rights in respect of any change,

conversion or exchange of stock or for the purpose of any

other lawful action, the Board of Directors may fix, in

advance, a record date, which shall not be more than sixty

(60) nor less than ten (10) days before the date of such

meeting, nor more than sixty (60) days prior to any other

action. A determination of stockholders of record entitled

to notice of or to vote at a meeting of stockholders shall

apply to any adjournment of the meeting; provided, however,

that the Board of Directors may fix a new record date for

the adjourned meeting.

ARTICLE IX

Dividends

Dividends upon the common stock of the Corporation

may be declared by the Board of Directors at any regular or

special meeting, pursuant to law. Dividends may be paid in

cash, in property, or in shares of the common stock of the

Corporation, subject to the provisions of the Certificate of

Incorporation.

Before payment of any dividend, there may be set

aside out of any funds of the Corporation available for

dividends such sums as the Directors from time to time, in

their absolute discretion, think proper as a reserve or

reserves to meet contingencies, or for equalizing dividends,

or for repairing or maintaining any property of the

Corporation, or for such other purpose as the Directors

shall think conducive to the interest of the Corporation,

and the Directors may modify or abolish any such reserve in

the manner in which it was created.

ARTICLE X

Waiver of Notice

Whenever any notice whatever is required to be

given by statute or under the provisions of the Certificate

of Incorporation or these By-Laws, a waiver thereof in

writing signed by the person or persons entitled to said

notice, whether before or after the time stated therein,

shall be equivalent thereto, unless expressly provided

otherwise in such statute, Certificate of Incorporation or

these By-Laws.

ARTICLE XI

Seal

The corporate seal of the Corporation shall have

inscribed thereon the name of the Corporation, the year

of its organization and the words "Corporate Seal,

Delaware", or shall be in such other form as the Board of

Directors may prescribe.

ARTICLE XII

Fiscal Year

The fiscal year of the Corporation shall be the

calendar year.

ARTICLE XIII

Indemnification; Advancement of Expenses;
Insurance and Other Funding Arrangements

Section 1. Mandatory Indemnification - Third Party

Actions. The Corporation shall indemnify any person who was

or is a party or is threatened to be made a party to any

threatened, pending or completed action, suit or proceeding

("Action"), whether civil, criminal, administrative or

investigative (other than an Action by or in the right of

the Corporation) by reason of the fact that he is or was a

Director, officer or employee of the Corporation, or is or

was serving at the request of the Corporation as a Director,

officer or employee of another corporation, partnership,

joint venture, trust or other enterprise, against expenses

(including attorneys' fees), judgments, fines and amounts

paid in settlement actually and reasonable incurred by him

in connection with such Action if he acted in good faith and

in a manner he reasonably believed to be in or not opposed

to the best interests of the Corporation, and, with respect

to any criminal Action, had no reasonable cause to believe

his conduct was unlawful. The termination of any Action by

judgment, order, settlement, conviction, or upon a plea of

nolo contendere or its equivalent, shall not, of itself,

create a presumption that the person did not act in good

faith and in a manner which he reasonably believed to be in

or not opposed to the best interest of the Corporation, and,

with respect to any criminal Action, had reasonable cause to

believe that his conduct was unlawful. The right to

indemnification under this Section 1 of Article XIII shall

be a contract right that may be enforced in any lawful

manner by a person entitled to such indemnification.

Section 2. Mandatory Indemnification - Derivative

Actions. The Corporation shall indemnify any person who was

or is a party or is threatened to be made a party to any

threatened, pending or completed Action by or in the right

of the Corporation to procure a judgment in its favor by

reason of the fact that he is or was a Director, officer or

employee of the Corporation, or is or was serving at the

request of the Corporation as a Director, officer, or

employee of another corporation, partnership, joint venture,

trust or other enterprise, against expenses (including

attorneys' fees) actually and reasonably incurred by him in

connection with the defense or settlement of such Action if

he acted in good faith and in a manner he reasonably

believed to be in or not opposed to the best interests of

the Corporation and except that no indemnification under

these By-Laws shall be made in respect of any claim, issue

or matter as to which such person shall have been adjudged

to be liable to the Corporation, unless and only to the

extent that the Court of Chancery of the State of Delaware

or the court in which such Action was brought, shall

determine upon application that, despite the adjudication of

liability but in view of all the circumstances of the case,

such person is fairly and reasonably entitled to indemnity

for such expenses which the Court of Chancery of the State

of Delaware or such other court shall deem proper. The

right to indemnification under this Section 2 of Article XII

shall be a contract right that may be enforced in any lawful

manner by a person entitled to such indemnification.

Section 3. Mandatory Indemnification - Successful

Party. To the extent that a Director, officer, employee or

agent of the Corporation has been successful on the merits

or otherwise in defense of any Action referred to in

Sections I or 2 of this Article XIII, or in defense of any

claim, issue or matter therein, he shall be indemnified

against expenses (including attorneys' fees) actually and

reasonably incurred by him in connection therewith. The

right to indemnification under this Section 3 of Article

XIII shall be a contract right that may be enforced in any

lawful manner by a person entitled to such indemnification.

Section 4. Permissive Indemnification. Except as

otherwise expressly provided in Section 2 of this Article

XIII, the Corporation may also indemnify any person who is

or was a party or is threatened to be made a party to any

Action by reason of the fact that he is or was a Director,

officer, employee or agent of the Corporation, or is or was

serving at the request of the Corporation as a Director,

officer, employee or agent of another corporation,

partnership, joint venture, trust or other enterprise,

against all or part of any expenses (including attorneys'

fees), judgments, fines and amounts paid in settlement

actually and reasonably incurred by him in connection with

such Action if it shall be determined in accordance with the

applicable procedures set forth in Section 5 that such

person is fairly and reasonably entitled to such

indemnification.

Section 5. Procedure. Any indemnification under

the foregoing provisions of this Article XIII (unless

ordered by a court) shall be made by the Corporation only as

authorized in the specific case upon a determination that

indemnification of the Director, officer, employee or agent

is proper in the circumstances because he has met the

applicable standards of conduct set forth in Sections 1 or

2, or is entitled to indemnification under Section 4, of

this Article XIII. Such determination shall be made (i) by

the Board of Directors by a majority vote of a quorum, as

defined in the Certificate of Incorporation or these By-

Laws, consisting of Directors who are not or were not

parties to any pending or completed Action giving rise to

the proposed indemnification, or (ii) if such a quorum is

not obtainable or, even if obtainable, a quorum of

disinterested Directors so directs, by independent legal

counsel in a written opinion, or (iii) by the stockholders.

Section 6. Advance Payments. Expenses (including

attorneys' fees) incurred or reasonably expected to be

incurred by a Director or officer of the Corporation in

defending any Action referred to in Sections 1 or 2 of this

Article XIII shall be paid by the Corporation in advance of

the final determination thereof upon receipt by the

Corporation of his written request therefor and his written

promise to repay such amount if it shall ultimately be

determined that he is not entitled to be indemnified by the

Corporation as authorized or required by this Article XIII.

The right of Directors and officers to advancement of

expenses under this Section 6 of Article XIII shall be a

contract right that may be enforced in any lawful manner by

a Director or officer of the Corporation. Such expenses

incurred by other employees and agents may be paid upon such

terms and conditions, if any, as the Board of Directors

deems appropriate.

Section 7. Provisions Not Exclusive. The

indemnification and advancement of expenses provided by, or

granted pursuant to, this Article shall not be deemed

exclusive of any other rights to which any person seeking

indemnification and advancement of expenses, may be entitled

under any law, by-law, agreement, vote of stockholders or

disinterested Directors or otherwise, both as to action in

his official capacity and as to action in another capacity

while holding such office, and shall continue as to a person

who has ceased to be a Director, officer, employee or agent

and shall inure to the benefit of the heirs, executors and

administrators of such a person.

Section 8. Insurance. The Corporation may

purchase and maintain insurance on behalf of any person who

is or was a Director, officer, employee or agent of the

Corporation, or is or was serving at the request of the

Corporation as a Director, officer, employee, or agent of

another corporation, partnership, joint venture, trust or

other enterprise, against any liability asserted against him

and incurred by him in any such capacity, or arising out of

his status as such, whether or not the Corporation would

have the power to indemnify him against such liability under

the provisions of this Article XIII.

Section 9. Other Arrangements. The Corporation

also may obtain a letter of credit, act as a self-insurer,

create a reserve, trust, escrow, cash collateral or other

fund or account, enter into indemnification agreements,

pledge or grant a security interest in any assets or

properties of the Corporation, or use any other mechanism or

arrangement whatsoever in such amounts, at such costs, and

upon such other terms and conditions as the Board of

Directors shall deem appropriate for the protection of any

or all such persons.

Section 10. Severability. If this Article XIII

or any portion hereof shall be invalidated on any ground by

any court of competent jurisdiction, then the Corporation

shall nevertheless indemnify each person as to whom the

Corporation has agreed to grant indemnity, as to liabilities

and expenses, and amounts paid or to be paid in settlement

with respect to any proceeding, including an action by or in

the right of the Corporation, to the full extent permitted

by any applicable portion of this Article XIII that shall

not have been invalidated and to the full extent permitted

by applicable law.

Section 11. Miscellaneous. (a) For the purposes

of this Article XIII, references to "the Corporation"

include all constituent corporations absorbed in a

consolidation or merger, as well as the resulting or

surviving corporation, so that any person who is or was a

Director, officer, employee or agent of such a constituent

corporation or is or was serving at the request of such

constituent corporation as a Director, officer, employee or

agent of another corporation, partnership, joint venture,

trust or other enterprise, shall stand in the same position

under the provisions of this Article XIII with respect to

the resulting or surviving corporation as he would if he had

served the resulting or surviving corporation in the same

capacity.

(b) For purposes of this Article XIII, references

to "other enterprises" shall include employee benefit plans;

references to "fines' shall include any excise taxes

assessed on a person with respect to any employee benefit

plan; and references to "serving at the request of the

Corporation" shall include any services as a Director,

officer, employee or agent of the Corporation which imposes

duties on, or involves services by, such Director, officer,

employee or agent with respect to an employee benefit plan,

its participants or beneficiaries; and a person who acted in

good faith in a manner he reasonably believed to be in the

interest of the participants and beneficiaries of an

employee benefit plan shall be deemed to have acted in a

manner "not opposed to the best interests of the

Corporation" as referred to in this Article XIII.

expenses provided by, or granted pursuant to, this Article

XIII shall, unless otherwise provided when authorized or

ratified, continue as to a person who has ceased to be a

Director, officer, employee or agent and shall inure to the

benefit of the heirs, executors and administrators of such a

person.

ARTICLE XIV

General Provisions

Section 1. The Chairman of the Board, the

President, any Vice President or the Treasurer of the

Corporation may attend any meeting of the holders of stock

or other securities of any other corporation, any of whose

stock or other securities are held by the Corporation, and

cast the votes which the Corporation is entitled to cast as

a stockholder or otherwise at such meeting, or may consent

in writing to any action by any such corporation, and may

execute on behalf of the Corporation and under its corporate

seal, or otherwise, such written proxies, consents, waivers

or other instruments as he may deem necessary or

appropriate. Any of the foregoing acts or functions may

also be performed by any one or more of such persons as

shall from time to time be authorized by the Board of

Directors or by a writing executed by the chief executive

officer of the Corporation.

Section 2. The moneys of the Corporation shall be

deposited in the name of the Corporation in such bank or

banks or trust company or trust companies as the Board of

Directors shall from time to time designate, and shall be

drawn out only by signed checks or by telephonic or other

electronic advice given and subsequently confirmed by means

which the bank or trust company may require, by persons

designated in a resolution or resolutions of the Board of

Directors or by such other persons designated by a writing

executed by persons authorized to so designate in a

resolution or resolutions of the Board of Directors.

Section 3. Notices to Directors and stockholders

shall be in writing and delivered personally or mailed to

the Directors or stockholders at their addresses appearing

on the books of the Corporation. Notice by mail shall be

deemed to be given at the time when the same shall be

mailed. Notice to Directors may also be given by telegraph,

and any such notice shall be deemed to be given when

delivered to an office of the transmitting company with all

charges prepaid.

Section 4. Alterations, amendments or repeals of

these By-Laws, or any of them, may be made by a majority of

the stockholders entitled to vote at any meeting thereof, if

the notice of such meeting contains a statement of the

proposed alteration, amendment or repeal, or by the Board of

Directors by a majority vote of the whole Board of Directors

at any meeting thereof, provided notice of such alteration,

amendment or repeal has been given to each Director in

writing. No notice of any alteration, amendment or repeal

need be given if adopted by action taken at a meeting duly

held on waiver of notice.

Exhibit C-2(a)

ENTERGY ARKANSAS, INC.

BANKERS TRUST COMPANY

(successor to Morgan Guaranty Trust Company of New York)

AND

STANLEY BURG

(successor to Henry A. Theis, Herbert E. Twyeffort,
Grainger S. Greene and John W. Flaherty)

AND

(as to property, real or personal, situated or being in Missouri)

THE BOATMEN'S NATIONAL BANK OF ST. LOUIS

(successor to Marvin A. Mueller)

As Trustees under Entergy Arkansas, Inc.'s Mortgage and Deed of
Trust,
dated as of October 1, 1944

____________________________

FIFTY-FOURTH SUPPLEMENTAL INDENTURE

Providing among other things for
First Mortgage Bonds, 7% Series due March 1, 2002

(Sixty-first Series)

____________________________

Dated as of March 1, 1997

<PAGE>

FIFTY-FOURTH SUPPLEMENTAL INDENTURE

INDENTURE, dated as of March 1, 1997, between ENTERGY
ARKANSAS, INC., a corporation of the State of Arkansas, whose
post office address is 425 West Capitol, Little Rock, Arkansas
72201 (hereinafter sometimes called the "Company"), and BANKERS
TRUST COMPANY (successor to Morgan Guaranty Trust Company of New
York), a corporation of the State of New York, whose post office
address is 4 Albany Street, New York, New York 10006 (hereinafter
sometimes called the "Corporate Trustee"), and STANLEY BURG
(successor to John W. Flaherty, Henry A. Theis, Herbert E.
Twyeffort and Grainger S. Greene), and (as to property, real or
personal, situated or being in Missouri) THE BOATMEN'S NATIONAL
BANK OF ST. LOUIS, a national banking association existing under
the laws of the United States of America (successor to Marvin A.
Mueller), whose post office address is 510 Locust Street, St.
Louis, Missouri 63101, (said Stanley Burg being hereinafter
sometimes called the "Co-Trustee", and The Boatmen's National
Bank of St. Louis being hereinafter sometimes called the
"Missouri Co-Trustee", and the Corporate Trustee, the Co-Trustee
and the Missouri Co-Trustee being hereinafter together sometimes
called the "Trustees"), as Trustees under the Mortgage and Deed
of Trust, dated as of October 1, 1944 (hereinafter sometimes
called the "Mortgage"), which Mortgage was executed and delivered
by the Company to secure the payment of bonds issued or to be
issued under and in accordance with the provisions of the
Mortgage, reference to which Mortgage is hereby made, this
indenture (hereinafter called the "Fifty-fourth Supplemental
Indenture") being supplemental thereto.

WHEREAS, the Mortgage was appropriately filed or recorded in
various official records in the States of Arkansas, Missouri,
Tennessee and Wyoming; and

WHEREAS, an instrument, dated as of July 7, 1949, was
executed by the Company appointing Herbert E. Twyeffort as Co-
Trustee in succession to Henry A. Theis (resigned) under the
Mortgage, and by Herbert E. Twyeffort accepting said appointment,
and said instrument was appropriately filed or recorded in
various official records in the States of Arkansas, Missouri,
Tennessee and Wyoming; and

WHEREAS, an instrument, dated as of March 1, 1960, was
executed by the Company appointing Grainger S. Greene as Co-
Trustee in succession to Herbert E. Twyeffort (resigned) under
the Mortgage, and by Grainger S. Greene accepting said
appointment, and said instrument was appropriately filed or
recorded in various official records in the States of Arkansas,
Missouri, Tennessee and Wyoming; and

WHEREAS, by the Twenty-first Supplemental Indenture
mentioned below, the Company, among other things, appointed John
W. Flaherty as Co-Trustee in succession to Grainger S. Greene
(resigned) under the Mortgage, and John W. Flaherty accepted said
appointment; and

WHEREAS, by the Thirty-third Supplemental Indenture
mentioned below, the Company, among other things, appointed
Marvin A. Mueller as Missouri Co-Trustee, and Marvin A. Mueller
accepted said appointment; and

WHEREAS, by the Thirty-fifth Supplemental Indenture
mentioned below, the Company, among other things, appointed The
Boatmen's National Bank of St. Louis as Missouri Co-Trustee in
succession to Marvin A. Mueller (resigned) under the Mortgage,
and The Boatmen's National Bank of St. Louis accepted said
appointment; and

WHEREAS, an instrument, dated as of September 1, 1994, was
executed by the Company appointing Bankers Trust Company as
Trustee, and Stanley Burg as Co-Trustee, in succession to Morgan
Guaranty Trust Company of New York (resigned) and John W.
Flaherty (resigned), respectively, under the Mortgage and Bankers
Trust Company and Stanley Burg accepted said appointments, and
said instrument was appropriately filed or recorded in various
official records in the States of Arkansas, Missouri, Tennessee
and Wyoming; and

WHEREAS, by the Mortgage the Company covenanted that it
would execute and deliver such supplemental indenture or
indentures and such further instruments and do such further acts
as might be necessary or proper to carry out more effectually the
purposes of the Mortgage and to make subject to the lien of the
Mortgage any property thereafter acquired and intended to be
subject to the lien thereof; and

WHEREAS, the Company executed and delivered to the Trustees
the following supplemental indentures:

Designation Dated as of

First Supplemental Indenture July 1, 1947
Second Supplemental Indenture August 1, 1948
Third Supplemental Indenture October 1, 1949
Fourth Supplemental Indenture June 1, 1950
Fifth Supplemental Indenture October 1, 1951
Sixth Supplemental Indenture September 1, 1952
Seventh Supplemental Indenture June 1, 1953
Eighth Supplemental Indenture August 1, 1954
Ninth Supplemental Indenture April 1, 1955
Tenth Supplemental Indenture December 1, 1959
Eleventh Supplemental Indenture May 1, 1961
Twelfth Supplemental Indenture February 1, 1963
Thirteenth Supplemental Indenture April 1, 1965
Fourteenth Supplemental Indenture March 1, 1966
Fifteenth Supplemental Indenture March 1, 1967
Sixteenth Supplemental Indenture April 1, 1968
Seventeenth Supplemental Indenture June 1, 1968
Eighteenth Supplemental Indenture December 1, 1969
Nineteenth Supplemental Indenture August 1, 1970
Twentieth Supplemental Indenture March 1, 1971
Twenty-first Supplemental Indenture August 1, 1971
Twenty-second Supplemental Indenture April 1, 1972
Twenty-third Supplemental Indenture December 1, 1972
Twenty-fourth Supplemental Indenture June 1, 1973
Twenty-fifth Supplemental Indenture December 1, 1973
Twenty-sixth Supplemental Indenture June 1, 1974
Twenty-seventh Supplemental Indenture November 1, 1974
Twenty-eighth Supplemental Indenture July 1, 1975
Twenty-ninth Supplemental Indenture December 1, 1977
Thirtieth Supplemental Indenture July 1, 1978
Thirty-first Supplemental Indenture February 1, 1979
Thirty-second Supplemental Indenture December 1, 1980
Thirty-third Supplemental Indenture January 1, 1981
Thirty-fourth Supplemental Indenture August 1, 1981

<PAGE>
Designation Dated as of

Thirty-fifth Supplemental Indenture February 1, 1982
Thirty-sixth Supplemental Indenture December 1, 1982
Thirty-seventh Supplemental Indenture February 1, 1983
Thirty-eighth Supplemental Indenture December 1, 1984
Thirty-ninth Supplemental Indenture December 1, 1985
Fortieth Supplemental Indenture July 1, 1986
Forty-first Supplemental Indenture July 1, 1989
Forty-second Supplemental Indenture February 1, 1990
Forty-third Supplemental Indenture October 1, 1990
Forty-fourth Supplemental Indenture November 1, 1990
Forty-fifth Supplemental Indenture January 1, 1991
Forty-sixth Supplemental Indenture August 1, 1992
Forty-seventh Supplemental Indenture November 1, 1992
Forty-eighth Supplemental Indenture June 15, 1993
Forty-ninth Supplemental Indenture August 1, 1993
Fiftieth Supplemental Indenture October 1, 1993
Fifty-first Supplemental Indenture October 1, 1993
Fifty-second Supplemental Indenture June 15, 1994
Fifty-third Supplemental Indenture March 1, 1996

which supplemental indentures were appropriately filed or
recorded in various official records in the States of Arkansas,
Missouri, Tennessee and Wyoming; and

WHEREAS, in addition to the property described in the
Mortgage, as heretofore supplemented, the Company has acquired
certain other property, rights and interests in property; and

WHEREAS, the Company has heretofore issued, in accordance
with the provisions of the Mortgage,
as supplemented, the following series of First Mortgage Bonds:

Principal Principal
Amount Amount
Series Issued Outstanding

03 1/8% Series due 1974 $ 30,000,000 None
02 7/8% Series due 1977 11,000,000 None
03 1/8% Series due 1978 7,500,000 None
02 7/8% Series due 1979 8,700,000 None
02 7/8% Series due 1980 6,000,000 None
03 5/8% Series due 1981 8,000,000 None
03 1/2% Series due 1982 15,000,000 None
04 1/4% Series due 1983 18,000,000 None
03 1/4% Series due 1984 7,500,000 None
03 3/8% Series due 1985 18,000,000 None
05 5/8% Series due 1989 15,000,000 None
04 7/8% Series due 1991 12,000,000 None
04 3/8% Series due 1993 15,000,000 None
04 5/8% Series due 1995 25,000,000 None

Principal Principal
Amount Amount
Series Issued Outstanding

05 3/4% Series due 1996 $25,000,000 None
05 7/8% Series due 1997 30,000,000 None
07 3/8% Series due 1998 15,000,000 $15,000,000
09 1/4% Series due 1999 25,000,000 None
09 5/8% Series due 2000 25,000,000 None
07 5/8% Series due 2001 30,000,000 None
08 0/0% Series due August 1, 2001 30,000,000 None
07 3/4% Series due 2002 35,000,000 None
07 1/2% Series due December 1, 2002 15,000,000 None
08 0/0% Series due 2003 40,000,000 None
08 1/8% Series due December 1, 2003 40,000,000 None
10 1/2% Series due 2004 40,000,000 None
09 1/4% Series due November 1, 1981 60,000,000 None
10 1/8% Series due July 1, 2005 40,000,000 None
09 1/8% Series due December 1, 2007 75,000,000 None
09 7/8% Series due July 1, 2008 75,000,000 None
10 1/4% Series due February 1, 2009 60,000,000 None
16 1/8% Series due December 1, 1986 70,000,000 None
04 1/2% Series due September 1, 1983 1,202,000 None
05 1/2% Series due January 1, 1988 598,310 None
05 5/8% Series due May 1, 1990 1,400,000 None
06 1/4% Series due December 1, 1996 3,560,000 None
09 3/4% Series due September 1, 2000 4,600,000 None
08 3/4% Series due March 1, 1998 9,800,000 None
17 3/8% Series due August 1, 1988 75,000,000 None
16 1/2% Series due February 1, 1991 80,000,000 None
13 3/8% Series due December 1, 2012 75,000,000 None
13 1/4% Series due February 1, 2013 25,000,000 None
14 1/8% Series due December 1, 2014 100,000,000 None
Pollution Control Series A 128,800,000 None
10 1/4% Series due July 1, 2016 50,000,000 None
09 3/4% Series due July 1, 2019 75,000,000 75,000,000
10 0/0% Series due February 1, 2020 150,000,000 91,648,000
10 3/8% Series due October 1, 2020 175,000,000 None
Solid Waste Disposal Series A 21,066,667 21,066,667
Solid Waste Disposal Series B 28,440,000 28,440,000
07 1/2% Series due August 1, 2007 100,000,000 100,000,000
07.90% Series due November 1, 2002 25,000,000 25,000,000
08.70% Series due November 1, 2022 25,000,000 25,000,000
Pollution Control Series B 46,875,000 46,875,000
06.65% Series due August 1, 2005 115,000,000 115,000,000
06 0/0% Series due October 1, 2003 155,000,000 155,000,000
07 0/0% Series due October 1, 2023 175,000,000 175,000,000
Pollution Control Series C 20,319,000 20,319,000
Pollution Control Series D 9,586,400 9,586,400
08 3/4% Series due March 1, 2026 85,000,000 85,000,000

which bonds are also hereinafter sometimes called bonds of the
First through Sixtieth Series, respectively; and

WHEREAS, Section 8 of the Mortgage provides that the form of
each series of bonds (other than the First Series) issued
thereunder and of the coupons to be attached to coupon bonds of
such series shall be established by Resolution of the Board of
Directors of the Company and that the form of such series, as
established by said Board of Directors, shall specify the
descriptive title of the bonds and various other terms thereof,
and may also contain such provisions not inconsistent with the
provisions of the Mortgage as the Board of Directors may, in its
discretion, cause to be inserted therein expressing or referring
to the terms and conditions upon which such bonds are to be
issued and/or secured under the Mortgage; and

WHEREAS, Section 120 of the Mortgage provides, among other
things, that any power, privilege or right expressly or impliedly
reserved to or in any way conferred upon the Company by any
provision of the Mortgage, whether such power, privilege or right
is in any way restricted or is unrestricted, may be in whole or
in part waived or surrendered or subjected to any restriction if
at the time unrestricted or to additional restriction if already
restricted, and the Company may enter into any further covenants,
limitations or restrictions for the benefit of any one or more
series of bonds issued thereunder, or the Company may cure any
ambiguity contained therein or in any supplemental indenture, or
may establish the terms and provisions of any series of bonds
other than said First Series, by an instrument in writing
executed and acknowledged by the Company in such manner as would
be necessary to entitle a conveyance of real estate to record in
all of the states in which any property at the time subject to
the lien of the Mortgage shall be situated; and

WHEREAS, the Company now desires to create a new series of
bonds and (pursuant to the provisions of Section 120 of the
Mortgage) to add to its covenants and agreements contained in the
Mortgage, as heretofore supplemented, certain other covenants and
agreements to be observed by it and to alter and amend in certain
respects the covenants and provisions contained in the Mortgage,
as heretofore supplemented; and

WHEREAS, the execution and delivery by the Company of this
Fifty-fourth Supplemental Indenture, and the terms of the bonds
of the Sixty-first Series, hereinafter referred to, have been
duly authorized by the Board of Directors of the Company by
appropriate Resolutions of said Board of Directors;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That the Company, in consideration of the premises and of One
Dollar to it duly paid by the Trustees at or before the ensealing
and delivery of these presents, the receipt whereof is hereby
acknowledged, and in further evidence of assurance of the estate,
title and rights of the Trustees and in order further to secure
the payment of both the principal of and interest and premium, if
any, on the bonds from time to time issued under the Mortgage,
according to their tenor and effect and the performance of all
the provisions of the Mortgage (including any instruments
supplemental thereto and any modifications made as in the
Mortgage provided) and of said bonds, hereby grants, bargains,
sells, releases, conveys, assigns, transfers, mortgages,
hypothecates, affects, pledges, sets over and confirms (subject,
however, to Excepted Encumbrances as defined in Section 6 of the
Mortgage) unto The Boatmen's National Bank of St. Louis (as to
property, real or personal, situated or being in Missouri) and
Stanley Burg (but, as to property, real or personal, situated or
being in Missouri, only to the extent of his legal capacity to
hold the same for the purposes hereof) and (to the extent of its
legal capacity to hold the same for the purposes hereof) to
Bankers Trust Company, as Trustees under the Mortgage, and to
their successor or successors in said trust, and to them and
their successors and assigns forever, all property, real,
personal or mixed, of any kind or nature acquired by the Company
after the date of the execution and delivery of the Mortgage
(except any herein or in the Mortgage, as heretofore
supplemented, expressly excepted), now owned or, subject to the
provisions of Section 87 of the Mortgage, hereafter acquired by
the Company (by purchase, consolidation, merger, donation,
construction, erection or in any other way) and wheresoever
situated, including (without in anywise limiting or impairing by
the enumeration of the same the scope and intent of the foregoing
or of any general description contained in this Fifty-fourth
Supplemental Indenture) all lands, power sites, flowage rights,
water rights, water locations, water appropriations, ditches,
flumes, reservoirs, reservoir sites, canals, raceways, dams, dam
sites, aqueducts, and all other rights or means for
appropriating, conveying, storing and supplying water; all rights
of way and roads; all plants for the generation of electricity by
steam, water and/or other power; all power houses, gas plants,
street lighting systems, standards and other equipment incidental
thereto; all street and interurban railway and transportation
lines and systems, terminal systems and facilities; all bridges,
culverts, tracks, railways, sidings, spurs, wyes, roadbeds,
trestles and viaducts; all overground and underground trolleys
and feeder wires; all telephone, radio and television systems,
air-conditioning systems and equipment incidental thereto, water
works, water systems, steam heat and hot water plants,
substations, lines, service and supply systems, ice or
refrigeration plants and equipment, offices, buildings and other
structures and the equipment thereof, all machinery, engines,
boilers, dynamos, electric, gas and other machines, regulators,
meters, transformers, generators, motors, electrical, gas and
mechanical appliances, conduits, cables, water, steam heat, gas
or other pipes, gas mains and pipes, service pipes, fittings,
valves and connections, pole and transmission lines, wires,
cables, tools, implements, apparatus, furniture and chattels; all
municipal and other franchises, consents or permits; all lines
for the transmission and distribution of electric current, gas,
steam heat or water for any purpose including towers, poles,
wires, cables, pipes, conduits, ducts and all apparatus for use
in connection therewith; all real estate, lands, easements,
servitudes, licenses, permits, franchises, privileges, rights of
way and other rights in or relating to real estate or the
occupancy of the same and (except as herein or in the Mortgage,
as heretofore supplemented, expressly excepted) all the right,
title and interest of the Company in and to all other property of
any kind or nature appertaining to and/or used and/or occupied
and/or enjoyed in connection with any property hereinbefore or in
the Mortgage, as heretofore supplemented, described.

TOGETHER WITH all and singular the tenements, hereditaments,
prescriptions, servitudes and appurtenances belonging or in
anywise appertaining to the aforesaid property or any part
thereof, with the reversion and reversions, remainder and
remainders and (subject to the provisions of Section 57 of the
Mortgage) the tolls, rents, revenues, issues, earnings, income,
product and profits thereof and all the estate, right, title and
interest and claim whatsoever, at law as well as in equity, which
the Company now has or may hereafter acquire in and to the
aforesaid property and franchises and every part and parcel
thereof.

IT IS HEREBY AGREED by the Company that, subject to the
provisions of Section 87 of the Mortgage, all the property,
rights and franchises acquired by the Company (by purchase,
consolidation, merger, donation, construction, erection or in any
other way) after the date hereof, except any herein or in the
Mortgage, as heretofore supplemented, expressly excepted, shall
be and are as fully granted and conveyed hereby and by the
Mortgage and as fully embraced within the lien hereof and the
lien of the Mortgage, as heretofore supplemented, as if such
property, rights and franchises were now owned by the Company and
were specifically described herein or in the Mortgage and
conveyed hereby or thereby.

PROVIDED THAT the following are not and are not intended to
be now or hereafter granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, hypothecated, affected,
pledged, set over or confirmed hereunder and are hereby expressly
excepted from the lien and operation of this Fifty-fourth
Supplemental Indenture and from the lien and operation of the
Mortgage, as heretofore supplemented, viz: (1) cash, shares of
stock, bonds, notes and other obligations and other securities
not hereafter specifically pledged, paid, deposited, delivered or
held under the Mortgage or covenanted so to be; (2) merchandise,
equipment, materials or supplies held for the purpose of sale in
the usual course of business or for the purpose of repairing or
replacing (in whole or in part) any street cars, rolling stock,
trolley coaches, motor coaches, buses, automobiles or other
vehicles or aircraft, and fuel, oil and similar materials and
supplies consumable in the operation of any properties of the
Company; street cars, rolling stock, trolley coaches, motor
coaches, buses, automobiles and other vehicles and all aircraft;
(3) bills, notes and accounts receivable, judgments, demands and
choses in action, and all contracts, leases and operating
agreements not specifically pledged under the Mortgage, as
heretofore supplemented, or covenanted so to be; the Company's
contractual rights or other interest in or with respect to tires
not owned by the Company; (4) the last day of the term of any
lease or leasehold which may hereafter become subject to the lien
of the Mortgage; (5) electric energy, gas, ice, and other
materials or products generated, manufactured, produced or
purchased by the Company for sale, distribution or use in the
ordinary course of its business; all timber, minerals, mineral
rights and royalties; (6) the Company's franchise to be a
corporation; (7) the properties heretofore sold or in the process
of being sold by the Company and heretofore released from the
Mortgage and Deed of Trust dated as of October 1, 1926 from
Arkansas Power & Light Company to Guaranty Trust Company of New
York, trustee, and specifically described in a release instrument
executed by Guaranty Trust Company of New York, as trustee, dated
October 13, 1938, which release has heretofore been delivered by
the said trustee to the Company and recorded by the Company in
the office of the Recorder for Garland County, Arkansas, in
Record Book 227, Page 1, all of said properties being located in
Garland County, Arkansas; and (8) any property heretofore
released pursuant to any provisions of the Mortgage and not
heretofore disposed of by the Company; provided, however, that
the property and rights expressly excepted from the lien and
operation of the Mortgage, as heretofore supplemented, and this
Fifty-fourth Supplemental Indenture in the above subdivisions (2)
and (3) shall (to the extent permitted by law) cease to be so
excepted in the event and as of the date that any or all of the
Trustees or a receiver or trustee shall enter upon and take
possession of the Mortgaged and Pledged Property in the manner
provided in Article XIII of the Mortgage by reason of the
occurrence of a Default as defined in Section 65 thereof.

TO HAVE AND TO HOLD all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, hypothecated, affected, pledged, set over
or confirmed by the Company as aforesaid, or intended so to be,
unto The Boatmen's National Bank of St. Louis (as to property,
real or personal, situated or being in Missouri), and unto
Stanley Burg (but, as to property, real or personal, situated or
being in Missouri, only to the extent of his legal capacity to
hold the same for the purposes hereof) and (to the extent of its
legal capacity to hold the same for the purposes hereof) unto
Bankers Trust Company, as Trustees, and their successors and
assigns forever.

IN TRUST NEVERTHELESS, for the same purposes and upon the
same terms, trusts and conditions and subject to and with the
same provisos and covenants as are set forth in the Mortgage, as
heretofore supplemented, this Fifty-fourth Supplemental Indenture
being supplemental to the Mortgage.

AND IT IS HEREBY COVENANTED by the Company that all the
terms, conditions, provisos, covenants and provisions contained
in the Mortgage, as heretofore supplemented, shall affect and
apply to the property hereinbefore described and conveyed and to
the estate, rights, obligations and duties of the Company and
Trustees and the beneficiaries of the trust with respect to said
property, and to the Trustees and their successors in the trust
in the same manner and with the same effect as if said property
had been owned by the Company at the time of the execution of the
Mortgage, and had been specifically and at length described in
and conveyed to said Trustees, by the Mortgage as a part of the
property therein stated to be conveyed.

The Company further covenants and agrees to and with the
Trustees and their successors in said trust under the Mortgage,
as follows:

ARTICLE I

SIXTY-FIRST SERIES OF BONDS

SECTION 1. There shall be a series of bonds designated "7%
Series due March 1, 2002" (herein sometimes called the "Sixty-
first Series"), each of which shall also bear the descriptive
title "First Mortgage Bond", and the form thereof, which shall be
established by Resolution of the Board of Directors of the
Company, shall contain suitable provisions with respect to the
matters hereinafter in this Section specified. Bonds of the
Sixty-first Series (which shall be initially issued in the
aggregate principal amount of $85,000,000) shall mature on March
1, 2002, shall be issued as fully registered bonds in the
denomination of One Thousand Dollars and, at the option of the
Company, in any multiple or multiples of One Thousand Dollars
(the exercise of such option to be evidenced by the execution and
delivery thereof), shall bear interest at the rate of 7% per
annum, the first interest payment to be made on September 1, 1997
for the period from March 1, 1997 to September 1, 1997 with
subsequent interest payments payable semi-annually on March 1 and
September 1 of each year, shall be dated as in Section 10 of the
Mortgage provided, and the principal of and interest on each said
bond shall be payable at the office or agency of the Company in
the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of
payment is legal tender for public and private debts.

(I) Bonds of the Sixty-first Series shall be redeemable at
the option of the Company in whole at any time, or in part from
time to time, prior to maturity, upon notice, as provided in
Section 52 of the Mortgage, mailed at least 30 days prior to the
date fixed for redemption, at a redemption price equal to the
greater of (i) 100% of the principal amount of the Bonds of the
Sixty-first Series to be redeemed or (ii) as determined by a
Quotation Agent, the sum of the present values of the Remaining
Scheduled Payments of principal and interest thereon discounted
to the redemption date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury
Rate, plus, in each case, accrued interest thereon to the
redemption date.

"Adjusted Treasury Rate" means, with respect to any
redemption date, the rate per annum equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date, plus 0.125%.

"Business Day" means any day other than a Saturday or a
Sunday or a day on which banking institutions in The City of New
York are authorized or required by law or executive order to
remain closed or a day on which the Corporate Trust Office of the
Trustee is closed for business.

"Comparable Treasury Issue" means the United States Treasury
security selected by a Quotation Agent as having a maturity
comparable to the remaining term of the Bonds of the Sixty-first
Series that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the
remaining term of such Bonds of the Sixty-first Series.

"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) on the third Business Day
preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30
p.m. Quotations for U.S. Government Securities" or (ii) if such
release (or any successor release) is not published or does not
contain such prices on such Business Day, (A) the average of the
Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such Reference Treasury
Dealer Quotations or (B) if the Corporate Trustee obtains fewer
than three such Reference Treasury Dealer Quotations, the average
of all such Reference Treasury Dealer Quotations.

"Quotation Agent" means one of the Reference Treasury Dealers
appointed by the Corporate Trustee after consultation with the
Company.

"Reference Treasury Dealer" means each of Bear, Stearns & Co.
Inc., Salomon Brothers Inc and Goldman, Sachs & Co. and their
respective successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute therefor another Primary Treasury Dealer
or any other Primary Treasury Dealer selected by the Corporate
Trustee after consultation with the Company.

"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the
average, as determined by the Corporate Trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing
to the Corporate Trustee by such Reference Treasury Dealer at
5:00 p.m. on the third Business Day preceding such redemption
date.

"Remaining Scheduled Payments" means, with respect to any
Bond of the Sixty-first Series, the remaining scheduled payments
of the principal thereof to be redeemed and interest thereon that
would be due after the related redemption date but for such
redemption; provided, however, that, if such redemption date is
not an interest payment date with respect to such Bond of the
Sixty-first Series, the amount of the next succeeding scheduled
interest payment thereon will be reduced by the amount of
interest accrued thereon to such redemption date.

(II) At the option of the registered owner, any bonds of the
Sixty-first Series, upon surrender thereof for cancellation at
the office or agency of the Company in the Borough of Manhattan,
The City of New York, shall be exchangeable for a like aggregate
principal amount of bonds of the same series of other authorized
denominations.

Bonds of the Sixty-first Series shall be transferable, upon
the surrender thereof for cancellation, together with a written
instrument of transfer in form approved by the registrar duly
executed by the registered owner or by his duly authorized
attorney, at the office or agency of the Company in the Borough
of Manhattan, The City of New York.

Upon any exchange or transfer of bonds of the Sixty-first
Series, the Company may make a charge therefor sufficient to
reimburse it for any tax or taxes or other governmental charge,
as provided in Section 12 of the Mortgage, but the Company hereby
waives any right to make a charge in addition thereto for any
exchange or transfer of bonds of said Series.

Upon the delivery of this Fifty-fourth Supplemental Indenture
and upon compliance with the applicable provisions of the
Mortgage, as heretofore supplemented, there shall be an initial
issue of bonds of the Sixty-first Series for the aggregate
principal amount of $85,000,000.

ARTICLE II

DIVIDEND COVENANT

SECTION 2. The Company covenants that, so long as any of the
bonds of the Sixty-first Series are Outstanding, it will not
declare any dividends on its Common Stock (other than (a) a
dividend payable solely in shares of its Common Stock, or (b) a
dividend payable in cash in cases where, concurrently with the
payment of such dividend, an amount in cash equal to such
dividend is received by the Company as a capital contribution or
as the proceeds of the issue and sale of shares of its Common
Stock) or make any distribution on outstanding shares of its
Common Stock or purchase or otherwise acquire for value any
outstanding shares of its Common Stock (otherwise than in
exchange for or out of the proceeds from the sale of other shares
of its Common Stock) if, after such dividend, distribution,
purchase or acquisition, the aggregate amount of such dividends,
distributions, purchases and acquisitions paid or made subsequent
to February 28, 1997 exceeds (without giving effect to (i) any of
such dividends, distributions, purchases or acquisitions, or (ii)
any net transfers from retained earnings to stated capital
accounts) the sum of (a) the aggregate amount credited subsequent
to February 28, 1997 to retained earnings, (b) $350,000,000 and
(c) such additional amount as shall be authorized or approved,
upon application by the Company, by the Securities and Exchange
Commission, or by any successor commission thereto, under the
Public Utility Holding Company Act of 1935.

For the purposes of this Section 2 the aggregate amount
credited subsequent to February 28, 1997 to retained earnings
shall be determined in accordance with generally accepted
accounting principles and practices after making provision for
dividends upon any preferred stock of the Company, accumulated
subsequent to such date, but in such determination there shall
not be considered charges to retained earnings applicable to the
period prior to February 28, 1997, including, but not limited to,
charges to retained earnings for write-offs or write-downs of
book values of assets owned by the Company on February 28, 1997.

ARTICLE III

MISCELLANEOUS PROVISIONS

SECTION 3. The holders of the bonds of the Sixty-first
Series shall be deemed to have consented and agreed that the
Company may, but shall not be obligated to, fix a record date for
the purpose of determining the holders of the bonds of the Sixty-
first Series entitled to consent to any amendment or supplement
to the Mortgage or the waiver of any provision thereof or any act
to be performed thereunder. If a record date is fixed, those
persons who were holders at such record date (or their duly
designated proxies), and only those persons, shall be entitled to
consent to such amendment, supplement or waiver or to revoke any
consent previously given, whether or not such persons continue to
be holders after such record date. No such consent shall be
valid or effective for more than 90 days after such record date.

SECTION 4. Subject to the amendments provided for in this
Fifty-fourth Supplemental Indenture, the terms defined in the
Mortgage and the First through Fifty-third Supplemental
Indentures shall, for all purposes of this Fifty-fourth
Supplemental Indenture, have the meanings specified in the
Mortgage and the First through
Fifty-third Supplemental Indentures.

SECTION 5. The Trustees hereby accept the trusts herein
declared, provided, created or supplemented and agree to perform
the same upon the terms and conditions herein and in the Mortgage
and in the First through Fifty-third Supplemental Indentures set
forth and upon the following terms and conditions:

The Trustees shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of
this Fifty-fourth Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made by
the Company solely. In general each and every term and condition
contained in Article XVII of the Mortgage, as heretofore amended,
shall apply to and form part of this Fifty-fourth Supplemental
Indenture with the same force and effect as if the same were
herein set forth in full with such omissions, variations and
insertions, if any, as may be appropriate to make the same
conform to the provisions of this Fifty-fourth Supplemental
Indenture.

SECTION 6. Whenever in this Fifty-fourth Supplemental
Indenture either of the parties hereto is named or referred to,
this shall, subject to the provisions of Articles XVI and XVII of
the Mortgage, as heretofore amended, be deemed to include the
successors and assigns of such party, and all the covenants and
agreements in this Fifty-fourth Supplemental Indenture contained
by or on behalf of the Company, or by or on behalf of the
Trustees, or either of them, shall, subject as aforesaid, bind
and inure to the respective benefits of the respective successors
and assigns of such parties, whether so expressed or not.

SECTION 7. Nothing in this Fifty-fourth Supplemental
Indenture, expressed or implied, is intended, or shall be
construed, to confer upon, or give to, any person, firm or
corporation, other than the parties hereto and the holders of the
bonds and coupons Outstanding under the Mortgage, any right,
remedy or claim under or by reason of this Fifty-fourth
Supplemental Indenture or any covenant, condition, stipulation,
promise or agreement hereof, and all the covenants, conditions,
stipulations, promises or agreements in this Fifty-fourth
Supplemental Indenture contained by or on behalf of the Company
shall be for the sole and exclusive benefit of the parties
hereto, and of the holders of the bonds and of the coupons
Outstanding under the Mortgage.

SECTION 8. This Fifty-fourth Supplemental Indenture shall be
executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same
instrument.

SECTION 9. This Fifty-fourth Supplemental Indenture shall be
construed in accordance with and governed by the laws of the
State of New York.

<PAGE>

IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused its
corporate name to be hereunto affixed, and this instrument to be
signed and sealed by its President or one of its Vice Presidents,
and its corporate seal to be attested by its Secretary or one of
its Assistant Secretaries for and in its behalf, and BANKERS
TRUST COMPANY has caused its corporate name to be hereunto
affixed, and this instrument to be signed and sealed by, one of
its Vice Presidents or one of its Assistant Vice Presidents, and
its corporate seal to be attested by one of its Assistant
Secretaries or one of its Assistant Treasurers or one of its
Assistant Vice Presidents for and in its behalf, and STANLEY BURG
has hereunto set his hand and affixed his seal, and THE BOATMEN'S
NATIONAL BANK OF ST. LOUIS has caused its corporate name to be
hereunto affixed, and this instrument to be signed and sealed by,
one of its Vice Presidents or one of its Trust Officers, and its
corporate seal to be attested by one of its Assistant Secretaries
or one of its Trust Officers or one of its Assistant Trust
Officers for and in its behalf, as of the day and year first
above written.

ENTERGY ARKANSAS, INC.

By:............................
Senior Vice President

Attest:

..........................................
Assistant Secretary

Executed, sealed and delivered by
ENTERGY ARKANSAS, INC.
in the presence of:

..........................................

<PAGE>
BANKERS TRUST COMPANY,
As Corporate Trustee

By: .............................
Vice President

Attest:

....................................... Stanley Burg
Assistant Vice President As Co-Trustee

...................................[L.S.]

Executed, sealed and delivered by
BANKERS TRUST COMPANY
and STANLEY BURG
in the presence of:

..............................................................

<PAGE>
THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS
As Co-Trustee as to property,
real or personal, situated or
being in Missouri

By: .......................
Trust Officer

Attest:

..............................................................
Trust Officer

Executed, sealed and delivered by
THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS in the presence of:

.............................................................

<PAGE>
STATE OF LOUISIANA )
) SS.:
PARISH OF ORLEANS )

On this 14th day of March, 1997, before me, Denise C.
Redmann, a Notary Public duly commissioned, qualified and acting
within and for said Parish and State, appeared in person the
within named MICHAEL G. THOMPSON and CHRISTOPHER T. SCREEN, to me
personally well known, who stated that they were the Senior Vice
President, General Counsel and Secretary, and an Assistant
Secretary, respectively, of ENTERGY ARKANSAS, INC., a
corporation, and were duly authorized in their respective
capacities to execute the foregoing instrument for and in the
name and behalf of said corporation, and further stated and
acknowledged that they had so signed, executed and delivered said
foregoing instrument for the consideration, uses and purposes
therein mentioned and set forth.

On the 14th day of March, 1997, before me personally came
MICHAEL G. THOMPSON, to me known, who, being by me duly sworn,
did depose and say that he resides at 2340 Chartres Street, New
Orleans, Louisiana 70117; that he is the Senior Vice President,
General Counsel and Secretary of ENTERGY ARKANSAS, INC., one of
the corporations described in and which executed the above
instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it
was so affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by like order.

On the 14th day of March, 1997, before me appeared MICHAEL G.
THOMPSON, to me personally known, who, being by me duly sworn,
did say that he is the Senior Vice President, General Counsel and
Secretary of ENTERGY ARKANSAS, INC., and that the seal affixed to
the foregoing instrument is the corporate seal of said
corporation, and that said instrument was signed and sealed in
behalf of said corporation by authority of its Board of
Directors, and he acknowledged said instrument to be the free act
and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed
my official seal at my office in said Parish and State the day
and year last above written.

Denise C. Redmann
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued for Life

<PAGE>

STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )

On this 17th day of March, 1997, before me, Carol Allen, a
Notary Public duly commissioned, qualified and acting within and
for said County and State, appeared ROBERT CAPORALE and SCOTT
THIEL, to me personally well known, who stated that they were a
Vice President and Assistant Vice President, respectively, of
BANKERS TRUST COMPANY, a corporation, and were duly authorized in
their respective capacities to execute the foregoing instrument
for and in the name and behalf of said corporation; and further
stated and acknowledged that they had so signed, executed and
delivered said foregoing instrument for the consideration, uses
and purposes therein mentioned and set forth.

On the 17th day of March, 1997, before me personally came
ROBERT CAPORALE, to me known, who, being by me duly sworn, did
depose and say that he resides at 35 Meadowbrook Lane, Mount
Kisco, New York 10549; that he is a Vice President of BANKERS
TRUST COMPANY, one of the corporations described in and which
executed the above instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board
of Directors of said corporation, and that he signed his name
thereto by like authority.

On the 17th day of March, 1997, before me appeared ROBERT
CAPORALE, to me personally known, who, being by me duly sworn,
did say that he is a Vice President of BANKERS TRUST COMPANY, and
that the seal affixed to the foregoing instrument is the
corporate seal of said corporation, and that said instrument was
signed and sealed in behalf of said corporation by authority of
its Board of Directors, and she acknowledged said instrument to
be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed
my official seal at my office in said County and State the day
and year last above written.

Carol Allen
Notary Public, State of New York
No. 24-4920187
Qualified in Kings County
Commission Expires February 16, 1998

<PAGE>

STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )

On this 17th day of March, 1997, before me, Carol Allen, the
undersigned, personally appeared STANLEY BURG, known to me to be
the person whose name is subscribed to the within instrument, and
acknowledged that he executed the same for the purposes therein
contained.

On the 17th day of March, 1997, before me personally appeared
STANLEY BURG, to me known to be the person described in and who
executed the foregoing instrument, and acknowledged that he
executed the same as his free act and deed.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

Carol Allen
Notary Public, State of New York
No. 24-4920187
Qualified in Kings County
Commission Expires February 16, 1998

<PAGE>

STATE OF MISSOURI )
) SS.:
COUNTY OF ST. LOUIS )

On this 13th day of March, 1997, before me, Joy Marie
Lincoln, a Notary Public duly commissioned, qualified and acting
within and for said County and State, appeared ROBERT A. CLASQUIN
and P.C. QUIBELLE, to me personally well known, who stated that
they were Trust Officers of THE BOATMEN'S NATIONAL BANK OF ST.
LOUIS, a corporation, and were duly authorized in their
respective capacities to execute the foregoing instrument for and
in the name and behalf of said corporation, and further stated
and acknowledged that they had so signed, executed and delivered
said foregoing instrument for the consideration, uses and
purposes therein mentioned and set forth.

On the 13th day of March, 1997, before me personally came
ROBERT A. CLASQUIN, to me known, who, being by me duly sworn, did
depose and say that he resides at Highland, Illinois; that he is
a Trust Officer of THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, one
of the corporations described in and which executed the above
instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it
was so affixed by order of the Board of Directors of said
corporation, and that he signed his name by like order.

On the 13th day of March, 1997, before me appeared ROBERT A.
CLASQUIN, to me personally known, who, being by me duly sworn,
did say that he is a Trust Officer of THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS, and that the seal affixed to the foregoing
instrument is the corporate seal of said corporation, and that
said instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors, and he
acknowledged said instrument to be the free act and deed of said
corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed
my official seal at my office in said County and State the day
and year last above written.

Joy Marie Lincoln
Notary Public, State of Missouri
St. Louis County
My Commission Expires October16, 1998

Exhibit D-5

FOURTH AMENDMENT TO THE ENTERGY CORPORATION AND SUBSIDIARY
COMPANIES INTERCOMPANY INCOME TAX ALLOCATION AGREEMENT

This fourth Amendment is made effective as of the dates provided
in the provisions below, by and among Entergy Pakistan, Ltd., EP
Edegel, Inc., Entergy Power Development International
Corporation, Entergy Technology Holding Company, Entergy
Technology Company, Entergy Power Operations Corporation, Entergy
Operations Services, Inc., Entergy Power Marketing Corp., 280
Security Holding, Ltd., National Security Service, Inc.,
Automatic Detection Systems, Inc., Allied Alarms, Inc., Sentry
Alarms Systems of America, Inc., Entergy Services, Inc., System
Fuels, Inc., Entergy Enterprises, Inc., Entergy Integrated
Solutions, Inc., Entergy Arkansas, Inc., Entergy Louisiana, Inc.,
Entergy Mississippi, Inc., Jackson Gas and Light Company, Entergy
Power & Light Company, The Light, Heat and Water Co. of Jackson,
Entergy New Orleans, Inc., System Energy Resources, Inc., Entergy
Power, Inc., Entergy Operations, Inc., Entergy Power Development
Corporation, Entergy-Richmond Power Corporation, Entergy Gulf
States, Inc., GSG&T, Inc., Varibus Corporation, Prudential Oil &
Gas, Inc., Southern Gulf Railway Company and Entergy Corporation
which is appearing herein on behalf of itself and its subsidiary
companies which are parties to the Entergy Corporation and
Subsidiary Companies Intercompany Income Tax Allocation Agreement
which become effective as of January 1, 1987 ("Tax Agreement") to
amend such Tax Agreement to add additional subsidiaries of
Entergy Corporation and its subsidiary companies as parties, to
automatically make subject to this Tax Agreement all subsidiary
Corporations that are includible corporations of the Entergy
Consolidated Tax Return Group, and to eliminate any distinction
in treatment between Entergy Services, Inc. ("ESI") and any other
subsidiaries so that ESI is treated under all provisions of this
Tax Agreement in a fashion which is identical to the treatment
afforded all subsidiaries, direct or indirect, of Entergy
Corporation.

WITNESSETH

WHEREAS, the Tax Agreement vests in Entergy Corporation the power
to execute, as attorney-in-fact for each participation
subsidiary, such amendments as may be necessary to add to such
Tax Agreement other subsidiaries or affiliated companies eighty
percent (80%) of whose stock (based on voting power and value) is
owned, directly or indirectly, by Entergy Corporation ("Entergy
System").

WHEREAS, Entergy Pakistan, Ltd., became a subsidiary of Entergy
Power Development Corporation on August 24, 1994;

WHEREAS, EP Edegel, Inc. became a subsidiary of Entergy Power
Development Corporation on September 22, 1995;

WHEREAS, Entergy Power Development International Corporation
became a subsidiary of Entergy Corporation on December 28, 1995;

WHEREAS, Entergy Technology Holding Company became a subsidiary
of Entergy Corporation on June 19, 1996;

WHEREAS, Entergy Technology Company became a subsidiary of
Entergy Technology Holding Company on June 19, 1996;

WHEREAS, Entergy Power Operations Corporation became a subsidiary
of Entergy Corporation on June 24, 1996;

WHEREAS, Entergy Operations Services, Inc. became a subsidiary of
Entergy Enterprises, Inc. on July 9, 1996;

WHEREAS, Entergy Power Marketing Corp. became a subsidiary of
Entergy Corporation on July 29, 1996;

WHEREAS, 280 Security Holding, Ltd., and its subsidiaries,
National Security Service, Inc. and Automatic Detection Systems,
Inc. became subsidiaries of Entergy Corporation on October 1,
1996;

WHEREAS, Allied Alarms, Inc. became a subsidiary of Automatic
Detection Systems, Inc. on November 19, 1996;

WHEREAS, Sentry Alarms Systems of America, Inc. became a
subsidiary of Entergy Technology Company on November 21, 1996;

WHEREAS, in order to effectively carry out the intent of the Tax
Agreement, it is necessary and desirable that all members of the
Entergy System included in the annual filing of the consolidated
Federal income tax return of Entergy Corporation and Subsidiary
Companies be made parties thereto; and

WHEREAS, the parties hereto wish to amend the Tax Agreement in
order to reflect the present composition of the Entergy System;

WHEREAS, The Entergy System desires to amend the prior Tax
Agreement, which was effective for taxable years 1987 and
thereafter, in order to alter the treatment of ESI so that it is
treated under all provisions of this Tax Agreement in a fashion
which is identical to the treatment afforded all subsidiaries,
direct or indirect, of Entergy Corporation.

NOW, THEREFORE, the parties agree as follows:

1. ENTERGY PAKISTAN, LTD. PARTICIPATION. Entergy
Pakistan, Ltd., is hereby added as party to, and agrees to be
bound by the terms of the Tax Agreement effective as of and from
August 24, 1994;

2. EP EDEGEL, INC. PARTICIPATION. EP Edegel, Inc. is
hereby added as party to, and agrees to be bound by the terms of
the Tax Agreement effective as of and from September 22, 1995;

3. ENTERGY POWER DEVELOPMENT INTERNATIONAL CORPORATION
PARTICIPATION. Entergy Power Development International
Corporation is hereby added as party to, and agrees to be bound
by the terms of the Tax Agreement effective as of and from
December 28, 1995;

4. ENTERGY TECHNOLOGY HOLDING COMPANY PARTICIPATION.
Entergy Technology Holding Company is hereby added as party to,
and agrees to be bound by the terms of the Tax Agreement
effective as of and from June 19, 1996;

5. ENTERGY TECHNOLOGY COMPANY PARTICIPATION. Entergy
Technology Company is hereby added as party to, and agrees to be
bound by the terms of the Tax Agreement effective as of and from
June 19, 1996;

6. ENTERGY POWER OPERATIONS CORPORATION PARTICIPATION.
Entergy Power Operations Corporation is hereby added as party to,
and agrees to be bound by the terms of the Tax Agreement
effective as of and from June 24, 1996;

7. ENTERGY OPERATIONS SERVICES, INC. PARTICIPATION.
Entergy Operations Services, Inc. is hereby added as party to,
and agrees to be bound by the terms of the Tax Agreement
effective as of and from July 9, 1996;

8. ENTERGY POWER MARKETING CORP. PARTICIPATION. Entergy
Power Marketing Corp. is hereby added as party to, and agrees to
be bound by the terms of the Tax Agreement effective as of and
from July 29, 1996;

9. 280 SECURITY HOLDING, LTD. AND ITS SUBSIDIARIES
PARTICIPATION. 280 Security Holding, Ltd., and its subsidiaries
are hereby added as parties to, and agree to be bound by the
terms of the Tax Agreement effective as of and from October 1,
1996;

10. ALLIED ALARMS, INC. PARTICIPATION. Allied Alarms,
Inc. is hereby added as party to, and agrees to be bound by the
terms of the Tax Agreement effective as of and from November 19,
1996;

11. SENTRY ALARMS SYSTEMS OF AMERICA, INC. PARTICIPATION.
Sentry Systems of America, Inc. is hereby added as party to, and
agrees to be bound by the terms of the Tax Agreement effective as
of and from November 21, 1996;

12. ENTERGY SERVICES, INC. Notwithstanding anything
contained in this Tax Agreement to the contrary, effective for
all prior taxable years and thereafter, the Entergy System agrees
to alter the treatment of Entergy Services, Inc. ("ESI") so that
ESI is treated under all provisions of this Tax Agreement in a
fashion which is identical to the treatment afforded all
subsidiaries, direct or indirect, of Entergy Corporation.

13. ADDITIONAL MEMBERS. If at any time any member of the
Entergy System acquires or creates one or more subsidiary
corporations that are includible corporations of the Entergy
Consolidated Tax Return Group, the Entergy System agrees that
such subsidiary or subsidiaries shall be subject to this Tax
Agreement and all references to the creating or acquiring member
herein shall thereafter be interpreted to refer to the member and
its subsidiary or subsidiaries.

14. EFFECTIVE DATE. This Fourth Amendment shall be
effective for the allocation of current income tax liabilities of
the Entergy System for the tax years indicated in the provisions
above and all subsequent years until further amended or otherwise
terminated.

15. APPROVALS. A copy of this Fourth Amendment will be
filed as an amendment to Entergy Corporation and Subsidiaries'
Form U5S Annual Report to the Securities and Exchange Commission
for the year ended December 31, 1996.

IN WITNESS WHEREOF, the parties have caused this instrument to be
duly executed in multiple originals, in its name and on it behalf
by one of its duly authorized officers on this ____ day of
____________ 1997.

ENTERGY CORPORATION

By: _________________________

ENTERGY PAKISTAN, LTD

By: _________________________

EP EDEGEL, INC.

By: _________________________

ENTERGY POWER DEVELOPMENT
INTERNATIONAL CORPORATION

By: _________________________

ENTERGY TECHNOLOGY HOLDING COMPANY

By: _________________________

ENTERGY TECHNOLOGY COMPANY

By: _________________________

ENTERGY POWER OPERATIONS CORPORATION

By: _________________________

ENTERGY OPERATIONS SERVICES, INC.

By: _________________________

ENTERGY POWER MARKETING CORP.

By: _________________________

280 SECURITY HOLDING, LTD.

By: _________________________

NATIONAL SECURITY SERVICE, INC.

By: _________________________

AUTOMATIC DETECTION SYSTEMS, INC.

By: _________________________

ALLIED ALARMS, INC.

By: _________________________

SENTRY ALARMS SYSTEMS OF AMERICA, I
INC.

By: _________________________

ENTERGY SERVICES, INC.

By: _________________________

SYSTEM FUELS, INC.

By: _________________________

ENTERGY ENTERPRISES, INC.

By: _________________________

ENTERGY INTEGRATED SOLUTIONS, INC.

By: _________________________

ENTERGY ARKANSAS, INC.

By: _________________________

ENTERGY LOUISIANA, INC.

By: _________________________

ENTERGY MISSISSIPPI, INC.

By: _________________________

JACKSON GAS AND LIGHT COMPANY

By: _________________________

ENTERGY POWER & LIGHT COMPANY

By: _________________________

THE LIGHT, HEAT AND WATER CO. OF JACKSON

By: _________________________

ENTERGY NEW ORLEANS, INC.

By: _________________________

SYSTEM ENTERGY RESOURCES, INC.

By: _________________________

ENTERGY POWER, INC.

By: _________________________

ENTERGY OPERATIONS, INC.

By: _________________________

ENTERGY POWER DEVELOPMENT CORPORATION

By: _________________________

ENTERGY-RICHMOND POWER CORPORATION

By: _________________________

ENTERGY GULF STATES, INC.

By: _________________________

GSG&T, INC.

By: _________________________

VARIBUS CORPORATION

By: _________________________

PRUDENTIAL OIL & GAS, INC.

By: _________________________

SOUTHERN GULF RAILWAY COMPANY

By: _________________________

<ARTICLE> OPUR1
<CIK> 0000065984
<NAME> ENTERGY CORPORATION AND SUBSIDIARIES
<SUBSIDIARY>
<NUMBER> 023
<NAME> ENTERGY CORPORATION AND SUBSIDIARIES
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 16,223,123
<OTHER-PROPERTY-AND-INVEST> 930,073
<TOTAL-CURRENT-ASSETS> 2,362,533
<TOTAL-DEFERRED-CHARGES> 3,450,565
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 22,966,294
<COMMON> 2,345
<CAPITAL-SURPLUS-PAID-IN> 4,320,591
<RETAINED-EARNINGS> 2,341,703
<TOTAL-COMMON-STOCKHOLDERS-EQ> 7,071,870
216,986
430,955
<LONG-TERM-DEBT-NET> 7,590,804
<SHORT-TERM-NOTES> 20,686
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 345,620
0
<CAPITAL-LEASE-OBLIGATIONS> 247,360
<LEASES-CURRENT> 151,287
<OTHER-ITEMS-CAPITAL-AND-LIAB> 7,297,957
<TOT-CAPITALIZATION-AND-LIAB> 22,966,294
<GROSS-OPERATING-REVENUE> 7,163,526
<INCOME-TAX-EXPENSE> 421,159
<OTHER-OPERATING-EXPENSES> 5,484,805
<TOTAL-OPERATING-EXPENSES> 5,484,805
<OPERATING-INCOME-LOSS> 1,678,721
<OTHER-INCOME-NET> (46,964)
<INCOME-BEFORE-INTEREST-EXPEN> 1,631,757
<TOTAL-INTEREST-EXPENSE> 720,035
<NET-INCOME> 490,563
70,536
<EARNINGS-AVAILABLE-FOR-COMM> 420,027
<COMMON-STOCK-DIVIDENDS> 412,250
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 1,457,513
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> OPUR1
<CIK> 0000007323
<NAME> ENTERGY ARKANSAS, INC.
<SUBSIDIARY>
<NUMBER> 001
<NAME> ENTERGY ARKANSAS, INC.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,850,520
<OTHER-PROPERTY-AND-INVEST> 219,543
<TOTAL-CURRENT-ASSETS> 595,396
<TOTAL-DEFERRED-CHARGES> 488,358
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 4,153,817
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 590,169
<RETAINED-EARNINGS> 491,316
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,198,305
40,027
116,350
<LONG-TERM-DEBT-NET> 1,255,388
<SHORT-TERM-NOTES> 667
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 32,465
0
<CAPITAL-LEASE-OBLIGATIONS> 83,940
<LEASES-CURRENT> 53,012
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,490,483
<TOT-CAPITALIZATION-AND-LIAB> 4,153,817
<GROSS-OPERATING-REVENUE> 1,743,433
<INCOME-TAX-EXPENSE> 84,444
<OTHER-OPERATING-EXPENSES> 1,433,283
<TOTAL-OPERATING-EXPENSES> 1,433,283
<OPERATING-INCOME-LOSS> 310,150
<OTHER-INCOME-NET> 36,477
<INCOME-BEFORE-INTEREST-EXPEN> 346,627
<TOTAL-INTEREST-EXPENSE> 104,385
<NET-INCOME> 157,798
0
<EARNINGS-AVAILABLE-FOR-COMM> 157,798
<COMMON-STOCK-DIVIDENDS> 142,800
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 376,578
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> OPUR1
<CIK> 0000044570
<NAME> ENTERGY GULF STATES, INC.
<SUBSIDIARY>
<NUMBER> 006
<NAME> ENTERGY GULF STATES, INC.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 4,627,894
<OTHER-PROPERTY-AND-INVEST> 80,341
<TOTAL-CURRENT-ASSETS> 728,335
<TOTAL-DEFERRED-CHARGES> 994,878
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 6,431,448
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 1,152,689
<RETAINED-EARNINGS> 325,312
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,728,500
77,459
136,444
<LONG-TERM-DEBT-NET> 1,915,346
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 160,865
0
<CAPITAL-LEASE-OBLIGATIONS> 83,524
<LEASES-CURRENT> 39,110
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,540,699
<TOT-CAPITALIZATION-AND-LIAB> 6,431,448
<GROSS-OPERATING-REVENUE> 2,019,181
<INCOME-TAX-EXPENSE> 102,091
<OTHER-OPERATING-EXPENSES> 1,607,283
<TOTAL-OPERATING-EXPENSES> 1,607,283
<OPERATING-INCOME-LOSS> 411,898
<OTHER-INCOME-NET> (122,039)
<INCOME-BEFORE-INTEREST-EXPEN> 289,859
<TOTAL-INTEREST-EXPENSE> 191,655
<NET-INCOME> (3,887)
0
<EARNINGS-AVAILABLE-FOR-COMM> (3,887)
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 322,355
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> OPUR1
<CIK> 0000060527
<NAME> ENTERGY LOUISIANA, INC.
<SUBSIDIARY>
<NUMBER> 012
<NAME> ENTERGY LOUISIANA, INC.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,476,719
<OTHER-PROPERTY-AND-INVEST> 87,236
<TOTAL-CURRENT-ASSETS> 324,302
<TOTAL-DEFERRED-CHARGES> 391,021
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 4,279,278
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 63,764
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,250,505
92,500
100,500
<LONG-TERM-DEBT-NET> 1,373,233
<SHORT-TERM-NOTES> 31,066
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 34,275
0
<CAPITAL-LEASE-OBLIGATIONS> 10,156
<LEASES-CURRENT> 28,000
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,545,784
<TOT-CAPITALIZATION-AND-LIAB> 4,279,278
<GROSS-OPERATING-REVENUE> 1,828,867
<INCOME-TAX-EXPENSE> 118,560
<OTHER-OPERATING-EXPENSES> 1,392,421
<TOTAL-OPERATING-EXPENSES> 1,392,421
<OPERATING-INCOME-LOSS> 436,446
<OTHER-INCOME-NET> 3,795
<INCOME-BEFORE-INTEREST-EXPEN> 440,241
<TOTAL-INTEREST-EXPENSE> 130,919
<NET-INCOME> 190,762
0
<EARNINGS-AVAILABLE-FOR-COMM> 190,762
<COMMON-STOCK-DIVIDENDS> 179,200
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 351,671
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> OPUR1
<CIK> 0000066901
<NAME> ENTERGY MISSISSIPPI, INC.
<SUBSIDIARY>
<NUMBER> 016
<NAME> ENTERGY MISSISSIPPI, INC.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,045,103
<OTHER-PROPERTY-AND-INVEST> 13,454
<TOTAL-CURRENT-ASSETS> 284,252
<TOTAL-DEFERRED-CHARGES> 178,657
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 1,521,466
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 225,764
<TOTAL-COMMON-STOCKHOLDERS-EQ> 482,828
7,000
57,881
<LONG-TERM-DEBT-NET> 399,054
<SHORT-TERM-NOTES> 50,253
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 96,015
0
<CAPITAL-LEASE-OBLIGATIONS> 367
<LEASES-CURRENT> 72
<OTHER-ITEMS-CAPITAL-AND-LIAB> 685,060
<TOT-CAPITALIZATION-AND-LIAB> 1,521,466
<GROSS-OPERATING-REVENUE> 958,430
<INCOME-TAX-EXPENSE> 41,106
<OTHER-OPERATING-EXPENSES> 793,834
<TOTAL-OPERATING-EXPENSES> 793,834
<OPERATING-INCOME-LOSS> 164,596
<OTHER-INCOME-NET> 2,805
<INCOME-BEFORE-INTEREST-EXPEN> 167,401
<TOTAL-INTEREST-EXPENSE> 47,084
<NET-INCOME> 79,211
0
<EARNINGS-AVAILABLE-FOR-COMM> 79,211
<COMMON-STOCK-DIVIDENDS> 79,900
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 181,966
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> OPUR1
<CIK> 0000071508
<NAME> ENTERGY NEW ORLEANS, INC.
<SUBSIDIARY>
<NUMBER> 017
<NAME> ENTERGY NEW ORLEANS, INC.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 296,218
<OTHER-PROPERTY-AND-INVEST> 3,259
<TOTAL-CURRENT-ASSETS> 126,525
<TOTAL-DEFERRED-CHARGES> 123,994
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 549,996
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 33,744
<RETAINED-EARNINGS> 73,072
<TOTAL-COMMON-STOCKHOLDERS-EQ> 162,890
0
19,780
<LONG-TERM-DEBT-NET> 168,888
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 12,000
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 242,512
<TOT-CAPITALIZATION-AND-LIAB> 549,996
<GROSS-OPERATING-REVENUE> 504,277
<INCOME-TAX-EXPENSE> 16,217
<OTHER-OPERATING-EXPENSES> 446,699
<TOTAL-OPERATING-EXPENSES> 446,699
<OPERATING-INCOME-LOSS> 57,578
<OTHER-INCOME-NET> 1,467
<INCOME-BEFORE-INTEREST-EXPEN> 59,045
<TOTAL-INTEREST-EXPENSE> 16,052
<NET-INCOME> 26,776
0
<EARNINGS-AVAILABLE-FOR-COMM> 26,776
<COMMON-STOCK-DIVIDENDS> 34,000
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 44,006
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> OPUR1
<CIK> 0000202584
<NAME> SYSTEM ENERGY RESOURCES, INC.
<SUBSIDIARY>
<NUMBER> 018
<NAME> SYSTEM ENERGY RESOURCES, INC.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,592,302
<OTHER-PROPERTY-AND-INVEST> 62,223
<TOTAL-CURRENT-ASSETS> 261,410
<TOTAL-DEFERRED-CHARGES> 545,358
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 3,461,293
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 72,088
<TOTAL-COMMON-STOCKHOLDERS-EQ> 861,438
0
0
<LONG-TERM-DEBT-NET> 1,418,869
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 10,000
0
<CAPITAL-LEASE-OBLIGATIONS> 55,558
<LEASES-CURRENT> 28,000
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,876,778
<TOT-CAPITALIZATION-AND-LIAB> 3,461,293
<GROSS-OPERATING-REVENUE> 623,620
<INCOME-TAX-EXPENSE> 82,121
<OTHER-OPERATING-EXPENSES> 306,581
<TOTAL-OPERATING-EXPENSES> 306,581
<OPERATING-INCOME-LOSS> 317,039
<OTHER-INCOME-NET> 6,356
<INCOME-BEFORE-INTEREST-EXPEN> 323,395
<TOTAL-INTEREST-EXPENSE> 142,606
<NET-INCOME> 98,668
0
<EARNINGS-AVAILABLE-FOR-COMM> 98,668
<COMMON-STOCK-DIVIDENDS> 112,500
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 286,857
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>

<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 022
<NAME> ENTERGY CORPORATION
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 6,531,729
<TOTAL-CURRENT-ASSETS> 155,372
<TOTAL-DEFERRED-CHARGES> 74,891
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 6,761,992
<COMMON> 2,345
<CAPITAL-SURPLUS-PAID-IN> 4,320,591
<RETAINED-EARNINGS> 2,341,703
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,640,915
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 20,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 77,353
<TOT-CAPITALIZATION-AND-LIAB> 6,761,992
<GROSS-OPERATING-REVENUE> 459,350
<INCOME-TAX-EXPENSE> (1,558)
<OTHER-OPERATING-EXPENSES> 35,230
<TOTAL-OPERATING-EXPENSES> 35,230
<OPERATING-INCOME-LOSS> 424,120
<OTHER-INCOME-NET> 4,840
<INCOME-BEFORE-INTEREST-EXPEN> 428,960
<TOTAL-INTEREST-EXPENSE> 10,491
<NET-INCOME> 420,027
0
<EARNINGS-AVAILABLE-FOR-COMM> 420,027
<COMMON-STOCK-DIVIDENDS> 412,250
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 533,461
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>

<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 026
<NAME> ENTERGY OPERATIONS, INC.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 4,805
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 35,927
<TOTAL-DEFERRED-CHARGES> 2,727
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 43,459
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 995
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,000
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 14,908
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 27,556
<TOT-CAPITALIZATION-AND-LIAB> 43,459
<GROSS-OPERATING-REVENUE> 598,546
<INCOME-TAX-EXPENSE> 1,606
<OTHER-OPERATING-EXPENSES> 596,021
<TOTAL-OPERATING-EXPENSES> 596,021
<OPERATING-INCOME-LOSS> 2,525
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 2,525
<TOTAL-INTEREST-EXPENSE> 919
<NET-INCOME> 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (10,137)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>

<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 030
<NAME> ENTERGY POWER INC.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 100,461
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 36,718
<TOTAL-DEFERRED-CHARGES> 358
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 137,537
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 174,950
<RETAINED-EARNINGS> (71,722)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 103,283
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 34,309
<TOT-CAPITALIZATION-AND-LIAB> 137,537
<GROSS-OPERATING-REVENUE> 106,108
<INCOME-TAX-EXPENSE> 4,694
<OTHER-OPERATING-EXPENSES> 96,336
<TOTAL-OPERATING-EXPENSES> 96,336
<OPERATING-INCOME-LOSS> 9,772
<OTHER-INCOME-NET> 1,091
<INCOME-BEFORE-INTEREST-EXPEN> 10,863
<TOTAL-INTEREST-EXPENSE> 119
<NET-INCOME> 6,050
0
<EARNINGS-AVAILABLE-FOR-COMM> 6,050
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 879
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 034
<NAME> ENTERGY SERVICES, INC.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 81,846
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 124,255
<TOTAL-DEFERRED-CHARGES> 12,478
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 218,579
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 20
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 17,052
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 201,527
<TOT-CAPITALIZATION-AND-LIAB> 218,579
<GROSS-OPERATING-REVENUE> 440,283
<INCOME-TAX-EXPENSE> (118)
<OTHER-OPERATING-EXPENSES> 437,556
<TOTAL-OPERATING-EXPENSES> 437,556
<OPERATING-INCOME-LOSS> 2,727
<OTHER-INCOME-NET> 388
<INCOME-BEFORE-INTEREST-EXPEN> 3,115
<TOTAL-INTEREST-EXPENSE> 3 233
<NET-INCOME> 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 27,213
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>

<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 019
<NAME> SYSTEM FUELS, INC.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 66,645
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 107,567
<TOTAL-DEFERRED-CHARGES> 110
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 174,322
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 20
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 56,438
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 11,902
<LEASES-CURRENT> 2,984
<OTHER-ITEMS-CAPITAL-AND-LIAB> 102,998
<TOT-CAPITALIZATION-AND-LIAB> 174,322
<GROSS-OPERATING-REVENUE> 211,071
<INCOME-TAX-EXPENSE> 4,375
<OTHER-OPERATING-EXPENSES> 212,712
<TOTAL-OPERATING-EXPENSES> 212,712
<OPERATING-INCOME-LOSS> (1,641)
<OTHER-INCOME-NET> 7,253
<INCOME-BEFORE-INTEREST-EXPEN> 5,612
<TOTAL-INTEREST-EXPENSE> 1,237
<NET-INCOME> 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (14,156)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>

<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 025
<NAME> ENTERGY ENTERPRISES, INC.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 103,701
<TOTAL-CURRENT-ASSETS> 50,795
<TOTAL-DEFERRED-CHARGES> 30,538
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 185,034
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> (108,952)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 98,448
0
0
<LONG-TERM-DEBT-NET> 4,601
<SHORT-TERM-NOTES> 605
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 83
<LEASES-CURRENT> 107
<OTHER-ITEMS-CAPITAL-AND-LIAB> 288,590
<TOT-CAPITALIZATION-AND-LIAB> 185,034
<GROSS-OPERATING-REVENUE> 63,522
<INCOME-TAX-EXPENSE> (22,084)
<OTHER-OPERATING-EXPENSES> 106,299
<TOTAL-OPERATING-EXPENSES> 106,299
<OPERATING-INCOME-LOSS> (42,777)
<OTHER-INCOME-NET> (16,962)
<INCOME-BEFORE-INTEREST-EXPEN> (25,815)
<TOTAL-INTEREST-EXPENSE> 3,910
<NET-INCOME> (41,565)
0
<EARNINGS-AVAILABLE-FOR-COMM> (41,565)
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (26,670)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>

<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 007
<NAME> ENTERGY GULF STATES, INC. (PARENT)
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 4,607,587
<OTHER-PROPERTY-AND-INVEST> 104,540
<TOTAL-CURRENT-ASSETS> 724,152
<TOTAL-DEFERRED-CHARGES> 994,878
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 6,431,156
<COMMON> 114,055
<CAPITAL-SURPLUS-PAID-IN> 1,152,689
<RETAINED-EARNINGS> 325,312
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,592,056
77,459
136,444
<LONG-TERM-DEBT-NET> 1,915,346
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 160,865
0
<CAPITAL-LEASE-OBLIGATIONS> 83,524
<LEASES-CURRENT> 39,110
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,426,352
<TOT-CAPITALIZATION-AND-LIAB> 6,431,156
<GROSS-OPERATING-REVENUE> 2,019,181
<INCOME-TAX-EXPENSE> 101,398
<OTHER-OPERATING-EXPENSES> 1,609,447
<TOTAL-OPERATING-EXPENSES> 1,609,447
<OPERATING-INCOME-LOSS> 409,734
<OTHER-INCOME-NET> (120,568)
<INCOME-BEFORE-INTEREST-EXPEN> 289,166
<TOTAL-INTEREST-EXPENSE> 191,655
<NET-INCOME> (3,887)
28,505
<EARNINGS-AVAILABLE-FOR-COMM> (32,392)
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 322,355
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>

<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 008
<NAME> GSG&T
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 20,307
<OTHER-PROPERTY-AND-INVEST> 5
<TOTAL-CURRENT-ASSETS> 1,918
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 22,231
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 5,273
<RETAINED-EARNINGS> 4,750
<TOTAL-COMMON-STOCKHOLDERS-EQ> 10,048
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 8,985
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3,223
<TOT-CAPITALIZATION-AND-LIAB> 22,231
<GROSS-OPERATING-REVENUE> 3,716
<INCOME-TAX-EXPENSE> 411
<OTHER-OPERATING-EXPENSES> 1,552
<TOTAL-OPERATING-EXPENSES> 1,552
<OPERATING-INCOME-LOSS> 2,164
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 2,164
<TOTAL-INTEREST-EXPENSE> 977
<NET-INCOME> 776
0
<EARNINGS-AVAILABLE-FOR-COMM> 776
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 2,497
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>

<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 010
<NAME> SOUTHERN GULF
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 9,724
<TOTAL-CURRENT-ASSETS> 962
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 10,686
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> (82)
<TOTAL-COMMON-STOCKHOLDERS-EQ> (81)
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 10,250
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 518
<TOT-CAPITALIZATION-AND-LIAB> 10,686
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> (21)
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 49
<INCOME-BEFORE-INTEREST-EXPEN> 49
<TOTAL-INTEREST-EXPENSE> 109
<NET-INCOME> (39)
0
<EARNINGS-AVAILABLE-FOR-COMM> (39)
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (7,035)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>

<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 011
<NAME> VARIBUS CORPORATION
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 1,981
<TOTAL-CURRENT-ASSETS> 22,807
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 24,788
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 40,466
<RETAINED-EARNINGS> (19,200)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 21,366
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3,522
<TOT-CAPITALIZATION-AND-LIAB> 24,788
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 253
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 717
<INCOME-BEFORE-INTEREST-EXPEN> 717
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 464
0
<EARNINGS-AVAILABLE-FOR-COMM> 464
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 1,311
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>

<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 009
<NAME> POG
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 4,624
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 4,624
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 42,596
<RETAINED-EARNINGS> (38,032)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 4,576
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 60
<TOT-CAPITALIZATION-AND-LIAB> 4,624
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 50
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 143
<INCOME-BEFORE-INTEREST-EXPEN> 143
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 93
0
<EARNINGS-AVAILABLE-FOR-COMM> 93
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 148
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>

<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 002
<NAME> ARKLAHOMA CORPORATION
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-END> NOV-30-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 313
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 185
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 498
<COMMON> 50
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 306
<TOTAL-COMMON-STOCKHOLDERS-EQ> 356
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 142
<TOT-CAPITALIZATION-AND-LIAB> 498
<GROSS-OPERATING-REVENUE> 9
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 8
<TOTAL-OPERATING-EXPENSES> 8
<OPERATING-INCOME-LOSS> 1
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 1
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 1
0
<EARNINGS-AVAILABLE-FOR-COMM> 1
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (148)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>