ENTERGY CORP /DE/, U5S, 1998-04-28

ENTERGY CORP /DE/
U5S, 1998-04-28
ELECTRIC SERVICES

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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM U5S

ANNUAL REPORT

For the Year Ended December 31, 1997

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, 1997 1

2 Acquisitions or Sales of Utility Assets 7

3 Issue, Sale, Pledge, Guarantee or Assumption
of System Securities 7

4 Acquisition, Redemption or Retirement of
System Securities 8

5 Investments in Securities of Non-System Companies 14

6 Officers and Directors 15

7 Contributions and Public Relations 42

8 Service, Sales and Construction Contracts 46

9 Wholesale Generators and Foreign Utility Companies 49

10 Financial Statements and Exhibits 54

Signatures 72

<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>

Number of % of Issuer Owner's
Name of Company (1) Common Voting Book Book
(and abbreviations used herein) Shares Owned Power Value Value
(000s) (000s)
<S> <C> <C> <C> <C>
Entergy Corporation (2,7,8,10,12)

Entergy Arkansas, Inc. (Entergy Arkansas) ( 2,3,4) 46,980,196 100 $ 1,070,309 $1,070,309

The Arklahoma Corporation (ARKCO) (4) 170 47.6 $ 212 $ 212

Entergy Gulf States, Inc. (Entergy Gulf States) (2) 100 100 $ 1,550,795 $1,989,955

Varibus Corporation (Varibus) 100,000 100 $ 22,142 $ 22,142

Prudential Oil and Gas, Inc. (POG) 11,537 100 $ 4,685 $ 4,685

Southern Gulf Railway Company (Southern Gulf) 1,000 100 $ (64) $ (64)

GSG&T Inc. (GSG&T) 25,000 100 $ 12,499 $ 12,499

Entergy Louisiana , Inc. (Entergy Louisiana ) (2, 3) 165,173,180 100 $ 1,133,345 $1,133,345

Entergy Mississippi , Inc. (Entergy Mississippi) (2, 3) 8,666,357 100 $ 428,448 $ 428,448

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

Entergy Power & Light Company (5) 75 100 $ - $ -

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

Entergy New Orleans, Inc.
(Entergy New Orleans) (2,3) 8,435,900 100 $ 131,596 $ 131,596

System Energy Resources, Inc. (System Energy) (2) 789,350 100 $ 849,933 $ 849,933

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

Entergy Enterprises, Inc. (Entergy Enterprises) 57,400 100 $ 68,478 $ 68,478

Entergy Integrated Solutions, Inc (EIS) 13,500 100 $ 53,542 $ 53,542

Entergy Operations Services, Inc. (EOS) (14) 3,000 100 $ 2,835 $ 2,835

Entergy Nuclear, Inc. (ENI) (13) 3,000 100 $ 2,484 $ 2,484

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

Entergy Power, Inc. 11,000 100 $ 111,170 $ 111,170

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Number of % of Issuer Owner's
Name of Company (1) Common Voting Book Book
(and abbreviations used herein) Shares Owned Power Value Value
(000s) (000s)

<S> <C> <C> <C> <C>
Entergy Power Development Corporation 62,100 100 $245,748 $245,748
(Entergy Power Development) (6,16)

Entergy Pakistan, Ltd. (6) 378 100 $ 34,860 $ 34,860

Entergy Power Asia, Ltd. (6) 1002 100 $ 1,148 $ 1,148

Entergy Power CBA Holding, Ltd. (6) 12,000 100 $ 3,555 $ 3,555

EP Edegel, Inc. (6) 2,000 100 $112,886 $112,886

Entergy Power Peru, S.A. (6) 425,702,300 100 $157,264 $183,136

Talleras Moyopampa, S.A. (17) 1,716,964 97 $ 592 $ 592

Generandes Peru S.A. (6) 425,714,721 34.7 SL 445,076 $142,528

Edegel S.A. (6) 366,780,989 60 SL 1,621,838 SL 1,281,205

Entergy do Brasil LTDA (7) 2,300,000 100 $ 2,107 $ 2,107

Entergy S.A. (6) 2,230,000 100 $ 16,708 $ 16,708

Entergy Transener S.A. (17) 2,212,000 100 $ 6,416 $ 6,416

Entergy Power Chile, Inc. (6) 1 100 $ 9,268 $ 9,268

Entergy Power Chile, S.A. (6) 4,000,100 100 $ 8,114 $ 9,257

Inversiones Electricas Quillota S.A. (6) 512,502 50.01 CP 3,314,752 $ 8,121

Compania Electrica San Isidro S.A. (6) 1,025,001 50.01 CP 6,594,698 CP 6,594,698

Entergy Power Kingsnorth, Ltd. (6) 1,000 100 $ 67,190 $ 67,190

Kingsnorth Power, Ltd. (6) 1,200,100 100 $ 68,801 $ 67,191

Entergy Power Saltend, Ltd. (6) 1,000 100 $ (3) $ (3)

Saltend Cogeneration Company, Ltd. (6) 1,000 100 $ * $ *

Entergy Power Europe Holding, Ltd. 1,000 100 $ (3) $ (3)

Entergy Power Holding II, Ltd. (6) 100 100 $ 23 $ 23

Entergy Power Operations Pakistan LDC (6) 10 5 $ (144) $ 25

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

Number of % of Issuer Owner's
Name Of Company (1) Common Voting Book Book
(and abbreviations used herein) Shares Owned Power Value Value
(000s) (000s)

<S> <C> <C> <C> <C>
Entergy Power Generation Corporation (6) 1,000 100 $ (204) $ (204)

Entergy Global Power Operations Corporation (8) 1,000 100 $ 1,000 $ 1,000

Entergy Power Operations U.S., Inc. (8) 1,000 100 $ 1,000 $ 1,000

Entergy Power Operations Corporation (6) 1,000 100 $ (2,445) $ (2,445)

Entergy Power Operations Holdings, Ltd. (6) 10 100 $ (2,721) $ (2,721)

Entergy Power Operations Pakistan LDC (6) 190 95 $ (2,744) $ (2,744)

Entergy Power Operations U.K. Ltd. (6) 1,000 100 $ 2 $ 2

Entergy Power International Holdings Corporation (6) 1,000 100 $ 9,456 $ 9,456

Entergy Power International Holding I, Ltd. (6) 10 100 $ 9,037 $ 9,037

Entergy Electric Asia, Ltd. (6) 100 100 $ 9,038 $ 9,038

Nantong Entergy Heat and Power Co., Ltd. (6) ** 92 $ 9,043 $ 9,038

Entergy Power Marketing Corporation (EPMC) 1,000 100 $106,376 $106,376

Entergy Holdings, Inc. 3,000 100 $ 344 $ 344

Entergy Technology Holding Company (ETHC) (15) 10 100 $122,053 $122,053

Entergy Technology Corporation (15) 10 100 $ (1,577) $ (1,577)

Entergy Security Corporation (15) 4,424,472 100 $170,782 $170,782

Entergy International Holdings, Ltd LLC (6,9,10) 100 100 $620,805 $574,685

Entergy International Ltd LLC (6,9,10,12) 100 100 $621,271 $621,271

Entergy Power Edesur Holding, Ltd. (6) 12,000 100 $ 64,564 $ 64,564

EPG Cayman Holding I (6,10) 1 100 $ 2,992 $ 2,915

Entergy Victoria LDC (6,10) 1,346,407 100 $330,694 $ 2,992

CitiPower Pty Limited (6,10) 4 80 $ 5,120 $ 2,417

CitiPower Trust (6,10,11) - 99 $311,068 $307,831

Entergy Victoria Holdings LDC (6,10) 230,586 16.2 $ 3,952 $ 634

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

Number of % of Issuer Owner's
Name Of Company (1) Common Voting Book Book
(and abbreviations used herein) Shares Owned Power Value Value
(000s) (000s)

<S> <C> <C> <C> <C>
EPG Cayman Holding II (6,10) 1 100 $ 291,006 $ 290,923

Entergy Victoria LDC (6,10) 133,294,252 99 $ 330,694 $ 288,008

Entergy Victoria Holdings LDC (6,10) 1,369,370 83.8 $ 3,952 $ 2,914

CitiPower Pty Limited (6,10) 1 20 $ 5,120 $ 604

CitiPower Trust (6,10,11) - 1 $ 311,068 $ 3,316

Entergy International Investments No.1, LLC (6,9) 30,732,000 100 $ 51,969 $ 51,969

Entergy London Holdings Limited (6,9) 30,732,000 10 $ 359,022 $ 50,598

Entergy International Investments No. 2 , LLC(6,9) 276,577,785 100 $ 334,174 $ 319,453

Entergy UK Limited (6,9) 276,577,785 100 $ 321,149 $ 304,889

Entergy London Holdings Limited (6,9) 276,577,785 90 $ 359,022 $ 308,424

Entergy UK Finance Limited (6,9) 877,309,786 100 BPS 884,905 BPS 877,310

Entergy London Limited (6,9) 1 - $ - $ -

Entergy London Limited (6,9) 239,999,999 99.9 BPS 231,472 BPS 231,472

Entergy London Investments, plc (6,9) 1,117,309,785 100 BPS 1,196,297 BPS 1,196,597

Entergy London Capital (LP) (6,9) - 100 $303,030 $303,030

London Electricity, plc (6,9) 242,626,505 100 BPS 478,267 BPS 1,299,135

* Less than $1,000
** Joint venture interest
(SL) Peruvian Soles
(CP) Chilean Peso
(BPS) British Pounds Sterling
</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 1997, 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, 1997, Entergy Corporation, Entergy
Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy
New Orleans and System Energy had total investments in the
money pool in the amounts of $10,842,602, $152,265,969,
$137,550,281, $21,443,990, $7,055,156 and $205,617,825,
respectively, of which $2,947,000, $41,389,000, $37,389,000,
$5,829,000, $1,918,000 and $55,891,000 were borrowed by
System Companies. Entergy Operations, Entergy Services,
Entergy Mississippi, and System Fuels had total (borrowings)
in the money pool in the amounts of ($14,929,887),
($27,415,965), ($47,162,114), and ($55,854,236),
respectively. The unborrowed balance in the money pool
amounted to $389,413,622 as of December 31, 1997, 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, 1997, loans to System Fuels from its parent
companies were as follows: Entergy Arkansas, $10,944,000;
Entergy Louisiana, $14,223,000; Entergy Mississippi,
$5,527,000; and Entergy New Orleans, $3,256,000.

(4) The Capital Stock of ARKCO is owned in the proportions of
47%, 5%, and 48%, 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 Exhibit I for information regarding
direct and indirect holdings in Exempt Wholesale Generators
("EWG") and Foreign Utility Companies ("FUCO").

(7) Entergy Corporation owns, indirectly through Entergy Power
Development Corporation, 100% of the outstanding capital stock of
Entergy do Brasil LTDA, Entergy Power Peak Downs, Ltd., Entergy
Power Argentina, Ltd., Entergy Power Generation Argentina, LDC,
Entergy Power Cayman Investments, Ltd., Entergy Power Cuyo, Ltd.
Such companies were organized for purposes of pursuing the
development of potential investments by Entergy in FUCOs.
However, none of such companies currently own or operate any
facilities used for the generation, transmission or distribution
of electric energy.

(8) Entergy Corporation owns 100% of the outstanding capital
stock of Entergy Global Power Operations Corporation, which in
turn owns 100% of the outstanding capital stock of Entergy Power
Operations, U.S., Inc., both of which are "O&M Subs" created
pursuant to an SEC order (see Holding Company Act Release
("HCAR") No. 26322 dated June 30, 1995 (the "June 1995 Order")).
However, such companies are minimally capitalized and none of
such companies provided operations and maintenance ("O&M")
services during 1997.

(9) At December 31,1997, Entergy Corporation owned, indirectly
though a series of companies including Entergy International
Holdings, Ltd. LLC, the following entities: Entergy
International, Ltd. LLC; Entergy International Investments No. 1
LLC; Entergy International Investments No. 2 LLC; Entergy UK
Limited; Entergy London Holdings Limited; Entergy UK Finance
Limited; Entergy London Limited; Entergy London Investment, plc;
and Entergy London Capital, a limited partnership. Such
companies were organized to acquire, hold, and/or refinance
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. London
Electricity plc, is also engaged, through various subsidiaries,
in other business activities, including ownership of an interest
in a 1,000 MW gas-fired combined cycle generating station and
several private electric distribution systems.

(10) Entergy Corporation owns, indirectly through a series of
companies including Entergy International Holdings Ltd., LLC,
Entergy International Ltd., LLC, 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.

(11) 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.

(12) In 1997 Entergy Corporation transferred direct ownership of
Entergy Power Edesur Holding, Ltd. to Entergy International Ltd.
LLC.

(13) In January 1997 Entergy Enterprises Inc. formed Entergy
Nuclear, Inc. pursuant to the June 1995 Order to provide nuclear
O&M services, and decommissioning expertise to other non-system
owners and operators of nuclear facilities.

(14) In January 1997 Entergy Enterprises Inc. formed Entergy
Operations Services, Inc. pursuant to the June 1995 Order to
provide fossil O&M services and management expertise to
companies outside the Entergy System.

(15) On July 1, 1997, ETHC and its subsidiaries achieved a non-
taxable reorganization of its security alarm business by
merging out of existence Allied Alarms, Inc., Automatic
Detection Systems, Inc., NSS National Security Service,
Inc., Sentry Alarm Systems of America, Inc., and Sentry
Management Corporation into 280 Security Holdings, Inc.,
which changed its name to Entergy Security Corporation
(ESC). Sonitrol Southeast, Inc., then became a direct
subsidiary of ESC.

(16) During 1997, Entergy Richmond Power Corporation, a
subsidiary company of Entergy Power Development Corporation
was dissolved.

(17) Talleras Moyopampa S.A. and Entergy Transener S.A. are each
in the process of being liquidated in accordance with the
requirements of local law.

ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS

On December 29, 1997, Entergy Arkansas sold Conway South and
Conway West substation facilities to the City of Conway, Arkansas for
$3,138,485.

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

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. On June 24,
1997 the credit agreement was amended and restated to increase the
size of the facility to $250 million. Borrowings made by ETHC are
guaranteed by Entergy Corporation. The credit facility expires on
September 12, 1999. At December 31, 1997, $111,000,000 and
$62,000,000 of borrowings by Entergy Corporation and ETHC
respectively, (evidenced by notes) were outstanding. These
transactions are exempt from the Act pursuant to Section 34(e)(3) and
Rule 52.

On March 19, 1997, Entergy Arkansas issued and sold, pursuant to
the exemptive of Rule 52, First Mortgage Bonds in the amount of
$85,000,000, 7% Series, due March 1, 2002. Reference is made to the
Certificate of Notification of Form U-6B-2, dated March 25, 1997,
filed by Entergy Arkansas with the Securities and Exchange Commission
with respect to this transaction.

In August and December 1997 Entergy Corporation entered into
several third party guarantees for the benefit of Entergy Power
Marketing Corp. totaling $25 million.

In January 1997 Entergy Enterprises entered into a third party
guarantee for the benefit of Entergy Integrated Solutions totaling
$3.9 million.

In February 1997, Entergy Corporation, through subsidiaries of
Entergy Power Development International Corporation (since renamed
Entergy International Ltd., LLC), acquired control of London
Electricity plc, a company principally engaged in the ownership and
operation of facilities for the distribution of electricity to
customers in greater London, England. Reference is made to Item 1 for
information concerning the system companies holding ownership
interests in London Electricity plc, and the nature of the interest
held.

Entergy London Investments, plc, formerly Entergy Power UK, plc,
executed a credit facility with several banks on December 17, 1996, to
obtain credit facilities in the aggregate amount of approximately
British Pounds Sterling (BPS) 1.25 billion ($2.1 billion). Proceeds
of this facility, which were in three tranches, were used, together
with $392 million of cash provided by Entergy, to fund the acquisition
of and to provide working capital for London Electricity. The
facilities were refinanced in November 1997, as discussed further
below. New or restated borrowing facilities were negotiated and
Cumulative Quarterly Income Preferred Securities were issued to
partially replace one of the tranches. The restated credit facility
is non-recourse to Entergy and is collateralized by certain assets of
Entergy London Investments, plc, consisting of 65% of the shares of
London Electricity. The maturity dates of the various tranches of the
credit facility range from December 17, 2001, to October 31, 2002.

A portion of the amended and restated facility ($1.3 billion),
and related interest rate swaps, are now obligations of Entergy UK
Limited, an indirect, wholly-owned subsidiary of Entergy Corporation.
These obligations are still reflected in the financial statements of
Entergy London Investments, plc, however, because the facility is
guaranteed by Entergy London Investments, plc, Entergy UK Limited's
indirectly owned subsidiary.

Entergy London Capital, L.P. (Entergy London Capital), a limited
partnership, was established as a financing subsidiary of Entergy
London Investments for the purpose of issuing preferred securities.
Entergy London Investments is the sole General Partner in Entergy
London Capital, and has agreed to maintain ownership of 1% of all
capital of Entergy London Capital. On November 19, 1997, the limited
partnership issued $300 million in aggregate liquidation preference
amount of 8.625% Cumulative Quarterly Income Preferred Securities in a
public offering. All of the proceeds from the sale of these preferred
securities were invested by Entergy London Capital in the Perpetual
Junior Subordinated Debentures issued by Entergy London Investments to
Entergy London Capital.

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

Calendar Year 1997
Number
of Shares
of
Name of Company Principal Holding Company
Name of Issuer Acquiring, Redeeming Amount Act Exemption of
and Security Groups or Retiring Securities Acquired Redeemed Retired Consideration Release Number
<S> <C> <C> <C> <C> <C> <C>
ENTERGY ARKANSAS

Long-Term Debt,
including First
Mortgage Bonds* ENTERGY ARKANSAS - - $117,587,000 $117,587,000 See Exhibit F

Preferred Stock* ENTERGY ARKANSAS - 210,000 - $ 9,000,000 See Exhibit F

ENTERGY GULF STATES

Long-Term Debt,
including First
Mortgage Bonds* ENTERGY GULF STATES - - $182,915,000 $183,104,908 See Exhibit F

Preferred Stock* ENTERGY GULF STATES - 912,500 - $ 93,366,500 See Exhibit F

ENTERGY LOUISIANA

Long-Term Debt,
including First
Mortgage Bonds* ENTERGY LOUISIANA - - $ 34,287,900 $ 34,287,900 See Exhibit F

Preferred Stock* ENTERGY LOUISIANA - 300,000 - $ 7,500,000 See Exhibit F

ENTERGY MISSISSIPPI

Long-Term Debt,
including First
Mortgage Bonds* ENTERGY MISSISSIPPI - - $ 96,015,000 $ 96,015,000 See Exhibit F

Preferred Stock* ENTERGY MISSISSIPPI - 145,000 - $ 14,500,000 See Exhibit F

ENTERGY NEW ORLEANS

Long-Term Debt,
including First
Mortgage Bonds* ENTERGY NEW ORLEANS - - $ 12,000,000 $ 12,000,000 See Exhibit F

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

SYSTEM ENERGY

Long-Term Debt,
Including First
Mortgage Bonds* SYSTEM ENERGY - - $ 17,318,869 $ 17,318,869 See Exhibit F

ENTERGY ENTERPRISES

Common Stock ENTERGY CORPORATION 3,000 - - $ 30 35-26322
Paid-in-Capital - - - $ 2,999,970

ENTERGY NUCLEAR INC.

Common Stock ENTERGY ENTERPRISES - - - $ 30 35-26322
Paid-in-Capital 3,000 - - $ 2,999,970

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Calendar Year 1997
Number
of Shares
of
Name of Company Principal Holding Company
Name of Issuer Acquiring, Redeeming Amount Act Exemption of
and Security Groups or Retiring Securities Acquired Redeemed Retired Consideration Release Number
<S> <C> <C> <C> <C> <C> <C>

ENTERGY HOLDINGS, INC.

Capital Stock ENTERGY CORPORATION 3,000 - - $ 30 Rule 58
Paid-in-Capital - - - $ 499,970

ENTERGY INTERNATIONAL HOLDINGS,
LTD LLC

Paid-in-Capital ENTERGY CORPORATION - - - $391,954,300 Section 33(c)

ENTERGY INTERNATIONAL LTD.LLC

Common Stock ENTERGY INTERNATIONAL 100 - - $391,954,305 Section 33 (c)
HOLDINGS, LTD LLC

ENTERGY INTERNATIONAL INVESTMENTS
NO.1 LLC

Common Stock ENTERGY INTERNATIONAL 30,732,000 - - $ 39,198,141 Section 33 (c)
LTD. LLC
Paid-in-Capital - - - $ 11,400,000

ENTERGY LONDON HOLDINGS LIMITED

Common Stock ENTERGY INTERNATIONAL 30,732,000 - - $ 50,598,141 Section 33 (c)
INVESTMENT NO. 1, LLC

ENTERGY INTERNATIONAL INVESTMENTS
NO. 2 LLC

Common Stock ENTERGY INTERNATIONAL 276,577,785 - - $352,783,265 Section 33 (c)
LTD LLC
Paid-in-Capital - - - $102,600,000

ENTERGY UK LIMITED

Common Stock ENTERGY 276,577,785 - - $352,783,265 Section 33 (c)
INTERNATIONAL
INVESTMENT NO. 2 LLC
Paid-in-Capital - - - $102,600,000

ENTERGY LONDON HOLDINGS LIMITED

Common Stock ENTERGY UK LIMITED 276,577,785 - - $352,783,265 Section 33 (c)
Paid-in-Capital - - - $102,600.000

ENTERGY UK FINANCE LIMITED

Common Stock ENTERGY LONDON 877,309,786 - - BPS 877,309,786 Section 33 (c)
HOLDINGS LIMITED

ENTERGY LONDON LIMITED

Common Stock ENTERGY LINDON 239,999,999 - - BPS 239,999,999 Section 33 (c)
HOLDINGS LIMITED

ENTERGY LONDON INVESTMENTS plc

Common stock ENTERGY LONDON 1,117,309,785 - - BPS 1,117,309,785 Section 33 (c)
LIMITED

ENTERGY LONDON CAPITAL (LIMITED ENTERGY LONDON - - - $ 3,030,325 35-26775
PARTNERSHIP) INVESTMENTS plc

LONDON ELECTRICITY plc

Common Stock ENTERGY LONDON 242,626,505 - - BPS 478,266,644 Section 33 (c)
INVESTMENTS plc

ENTERGY POWER MARKETING
CORPORATION

Common Stock ENTERGY CORPORATION 9,750 - - $ 97,500,000 Rule 58

ENTERGY POWER DEVELOPMENT
CORPORATION

Common Stock ENTERGY CORPORATION 600 - - $ 6,000,000 Section 32(g)/
Paid-in-Capital - - - $ 9,000,000 Section 33(c)

ENTERGY PAKISTAN, LTD.

Treasury Stock ENTERGY POWER - 69 - $ 6,900,000 Section 33(c)
Paid-in-Capital DEVELOPMENT - - - $ 12,500,000
CORPORATION

TALLERAS MOYOPAMPA
S.A.

Common Stock ENTERGY POWER PERU 1,716,964 - - $ 980,000 Section 33(c)
S.A

ENTERGY POWER CHILE, INC.

Common Stock ENTERGY POWER 1 - - $ 100 Section 33(c)
Paid-in-Capital DEVELOPMENT CORPORATION $ 9,274,900

ENTERGY POWER
CHILE, S.A.

Common Stock ENTERGY POWER CHILE 4,000,000 - - $ 8,323,782 Section 33(c)
INC.
ENTERGY POWER 100 - - Section 33(c)
DEVELOPMENT CORPORATION

ENTERGY RICHMOND POWER
CORPORATION

Common Stock ENTERGY POWER - 13,500 - $13,500,000 Section 32(g)
Treasury Stock DEVELOPMENT CORPORATION - 4,500 - $ 4,500,000

ENTERGY POWER KINGSNORTH, LTD.

Common Stock ENTERGY POWER 1,000 - - $ 1,000 Section 33(c)
Paid-in-Capital DEVELOPMENT CORPORATION - - - $67,191,245

KINGSNORTH POWER, LTD

Common Stock ENTERGY POWER 1,200,100 - - $67,191,245 Section 33(c)
KINGSNORTH,LTD.

ENTERGY POWER PEAK DOWNS,LTD.

Common Stock ENTERGY POWER 1,000 - - $ 1,000 Section 33(c)
DEVELOPMENT CORPORATION

ENTERGY POWER SALTEND, LTD.

Common Stock ENTERGY POWER 1,000 - - $ 1,000 Section 33(c)
DEVELOPMENT CORPORATION

SALTEND COGENERATION COMPANY LTD

Common Stock ENTERGY POWER SALTEND, 1,000 - - BPS 1,000 Section 33(c)
LTD.

Common Stock ENTERGY POWER SALTEND, 1,000 - - $ 1,000 Section 33(c)
LTD

ENTERGY POWER CAYMAN
INVESTMENTS, LTD.

Common Stock ENTERGY POWER 1 - - $ 1 Section 33(c)
Paid-in-Capital DEVELOPMENT - - $ 99
CORPORATION

ENTERGY POWER ARGENTINA, LTD.

Common Stock ENTERGY POWER 1,000 - - $ 1,000 Section 33(c)
DEVELOPMENT
CORPORATION

ENTERGY POWER GENERATION
ARGENTINA, LDC

Common Stock ENTERGY POWER 999 - - $ 999 Section 33(c)
ARGENTINA, LTD.
Common Stock ENTERGY POWER CAYMAN 1 - - $ 1 Section 33(c)
INVESTMENTS, LTD.

ENTERGY POWER CUYO, LTD.

Common Stock ENTERGY POWER 1,000 - - $ 1,000 Section 33(c)
DEVELOPMENT
CORPORATION

ENTERGY POWER CUYO, LDC.

Common Stock ENTERGY POWER CUYO, 999 - - $ 999 Section 33(c)
LTD.
Common Stock ENTERGY POWER CAYMAN 1 - - $ 1 Section 33(c)
INVESTMENTS, LTD.

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

Common Stock ENTERGY CORPORATION 1,000 - - $ 1,000 Section 33(c)
Paid-in-Capital - - - $9,549,000

ENTERGY POWER INTERNATIONAL
HOLDING I, LTD.

Common Stock ENTERGY POWER 10 - - $ 10 Section 33(c)
Paid-in-Capital INTERNATIONAL HOLDINGS $9,038,676
CORPORATION

ENTERGY ELECTRIC ASIA, LTD.

Common Stock ENTERGY POWER 100 - - $ 100 Section 33(c)
Paid-in-Capital INTERNATIONAL HOLDINGS - - - $9,038,586
CORPORATION

NANTONG ENTERGY HEAT AND POWER
CO., LTD.

Partners Interest ENTERGY ELECTRIC ASIA, - - - $9,038,186 Section 33(c)
LTD.

ENTERGY POWER GENERATION
CORPORATION

Common Stock ENTERGY CORPORATION 1,000 - - $ 1,000 Section 32(g)

ENTERGY POWER OPERATIONS U.K., LTD

Common Stock ENTERGY POWER 1,000 - - BPS 1,000 Section 33(c)
OPERATIONS HOLDINGS,
LTD.

ENTERGY GLOBAL POWER OPERATIONS
CORPORATION

Common Stock ENTERGY CORPORATION 1,000 - - $ 1,000 HCAR No. 26322

ENTERGY POWER OPERATIONS U.S., INC.

Common Stock ENTERGY GLOBAL POWER 1,000 - - $ 1,000 HCAR No. 26322
OPERATIONS CORPORATION

* See annexed schedules (Exhibit F) which identify the amount acquired,
redeemed or retired for each series or issue.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES
<S> <C> <C>
(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
=======
</TABLE>
<TABLE>
<CAPTION>
(2) Other Investments
Number %
Name of Issuer and a Description of Shares of Voting Carrying
Name of Owner of the Issuer's Business Security Security Owned Owned Power Value to Owner
<S> <C> <C> <C> <C> <C>
Entergy Arkansas Capital Avenue Development 90.171%
Company (limited partnership Limited
engaged in the business of Partnership
constructing, owning, Interest - - $ 1,176,050
maintaining, operating and
leasing a 40-story commercial
office building)

Entergy First Pacific Networks Inc. Common Stock,
Enterprises, Inc. (A communications company, ($.001 Par) 1,715,235 7.90 -
developing jointly with
Entergy, utility applications of
patented communication technology)

Entergy Distrilec S.A. - Edesur Debt 10% interest 9,911,200 10.00 58,211,143
Power Edesur Holding, (Consortium of non-affiliated
Ltd. companies which acquired a
5.1% interest in Edesur S.A.'s
distribution system for the southern
half of the city of Buenos Aires,
Argentina)

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

Entergy Power Central Termoelectric Buenos Aires, S.A. 7.8% interest 3,301,378 7.80 3,673,508
CBA Holding Ltd. (Owner of 220 MW combined cycle gas turbine
located at the Central Costanera Power
Plant in Buenos Aires, Argentina)

Entergy Hub Power Company, Ltd. 5% interest 57,736,721 5.00 25,243,811
Pakistan, Ltd. (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)
-----------
$98,828,517
===========

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
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.
EL = Entergy London Investments plc
ESI = Entergy Services, Inc.

As of December 31, 1997 ETR EAI EGSI ELI EMI ENOI EL ESI
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cecil L. Alexander VP
P. O. Box 551
Little Rock, AR 72203
Kay Kelley Arnold VP
P. O. Box 551
Little Rock, AR 72203
Michael B. Bemis EVP P EVP
P. O. Box 551 D D
Little Rock, AR 72203
W. Frank Blount D
Telstra Communications Corp.
Level 15, Telstra House
231 Elizabeth Street
Sydney, NSW 2000 Australia
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, Jr. VP VP VP VP VP VP AC VP
639 Loyola Avenue CAO CAO CAO CAO CAO CAO CAO
New Orleans, LA 70113
C. Gary Clary VP VP VP VP VP VP
639 Loyola Avenue
New Orleans, LA 70113
William E. Colston VP VP VP
446 North Blvd.
Baton Rouge, LA 70802
John A. Cooper, Jr. D
1801 Forest Hills Blvd.
Bella Vista, AR 72714-2399
John J. Cordaro P P
639 Loyola Avenue D D
New Orleans, LA 70113

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
As of December 31, 1997 ETR EAI EGSI ELI EMI ENOI EL ESI
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bill F. Cossar VP
P.O. Box 1640
Jackson, MS 39215-1640
S. G. Cunningham VP VP
639 Loyola Avenue
New Orleans, LA 70113
Johnny D. Ervin VP
639 Loyola Avenue
New Orleans, LA 70113
Enrique Fiallo SVP
639 Loyola Avenue CIO
New Orleans, LA 70113
Lucie J. Fjeldstad D
3303 SW Sherwood Place
Portland, OR 97201
Kent R. Foster VP
P.O. Box 551
Little Rock, AR 72203
Norman C. Francis D
7325 Palmetto Street
New Orleans, LA 70125
Frank F. Gallaher GP GP GP GP GP GP GP
639 Loyola Avenue CUOO CUOO CUOO CUOO CUOO CUOO CUOO
New Orleans, LA 70113 D D D D D
William D. Hamilton VP
P. O. Box 8082
Little Rock, AR 72203
David C. Harlan VP
639 Loyola Avenue
New Orleans, LA 70113
Donald C. Hintz GP GP GP GP D GP
1340 Echelon Parkway CNOO CNOO CNOO CNOO CNOO
Jackson, MS 39213 D D D D
Jill I. Israel VP
639 Loyola Avenue
New Orleans, LA 70113
Jerry D. Jackson EVP EVP EVP EVP EVP EVP EVP
639 Loyola Avenue CAdO CAdO CAdO CAdO CAdO CAdO CAdO
New Orleans, LA 70113 D D D D D D
Karen R. Johnson P
919 Congress Avenue, Suite 740 D
Austin, TX 78701
R. Drake Keith P
P. O. Box 551 D
Little Rock, AR 72203
J. F. Kenney VP
Parkwood 2, 10055
Grogans Mill Road, Suite 300
The Woodlands, TX 77380
Steven R. Kirkeby VP
P. O. Box 551
Little Rock, AR 72203
Peter H. Lendrum VP
P. O. Box 551
Little Rock, AR 72203

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

As of December 31, 1997 ETR EAI EGSI ELI EMI ENOI EL ESI
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert v.d. Luft D
P. O. Box 217
700 Fairville Road
Chadds Ford, PA 19317
Edwin Lupberger COB COB COB COB COB COB COB COB
639 Loyola Avenue CEO CEO CEO CEO CEO CEO CEO CEO
New Orleans, LA 70113 D D D D D 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
P.O. Box 551 D D D D D D
Little Rock, AR 72203
J. Parker McCollough VP
919 Congress Avenue, Suite 740
Austin, TX 78701
Gerald D. McInvale (a) CFO EVP EVP EVP EVP EVP EVP EVP
639 Loyola Avenue VC 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 Avenue
New Orleans, LA 70113
Paul W. Murrill D
206 Sunset Blvd.
Baton Rouge, LA 70808
James R. Nichols D
50 Congress Street, Suite 832
Boston, MA 2109
Michael R. Niggli SVP SVP SVP SVP SVP SVP
639 Loyola Avenue
New Orleans, LA 70113
Terry L. Ogletree (a) EVP
4 Park Plaza, Suite 2000
Irvine, CA 92614
Eugene H. Owen D
8755 Goodwood Blvd.
Baton Rouge, LA 70806
Daniel F. Packer P
639 Loyola Avenue D
New Orleans, LA 70113
John N. Palmer D
P.O. Box 2469
Jackson, MS 39225-2469
Ronald E. Phillips VP
639 Loyola Avenue
New Orleans, LA 70113
James S. Pilgrim VP
P. O. Box 551
Little Rock, AR 72203

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

As of December 31, 1997 ETR EAI EGSI ELI EMI ENOI EL ESI
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert D. Pugh D
P.O. Box 159
Portland, AR 71663
William J. Regan, Jr. VP VP VP VP VP VP T VP
639 Loyola Avenue T T T T T T T
New Orleans, LA 70113
Jim Rider VP
639 Loyola Avenue
New Orleans, LA 70113
Cathy S. Roche VP
639 Loyola Avenue
New Orleans, LA 70113
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 SVP
639 Loyola Avenue S S S S S S S S
New Orleans, LA 70113 GC GC GC GC GC GC GC
Andrew M. Vesey VP
639 Loyola Avenue
New Orleans, LA 70113
C. Hiram Walters VP VP VP
308 East Pearl Street
P. O. Box 1640
Jackson, MS 39215-1640
Jerry W. Yelverton SVP
1340 Echelon Parkway
Jackson, MS 39213
John H. Zemanek VP
639 Loyola Avenue
New Orleans, LA 70113

(a) Former officer as of December 31, 1997.

COB = Chairman of the Board AC = Audit Controller
VC = Vice Chairman CAO = Chief Accounting Officer
CEO = Chief Executive Officer CadO = Chief Administrative Officer
GP = Group President CFO = Chief Financial Officer
P = President CIO = Chief Information Officer
SVP = Senior Vice President COO = Chief Operating Officer
EVP = Executive Vice President CNOO = Chief Nuclear Operating Officer
VP = Vice President CUOO = Chief Utility Operating Officer
D = Director T = Treasurer
S = Secretary
GC = General Counsel

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

SERI = System Entergy Resources, Inc.
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.

As of December 31, 1997 SERI EOI EPI SFI VARI POGI SGRC GSG&T
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joseph L. Blount S S
1340 Echelon Parkway
Jackson, MS 39213
Louis E. Buck, Jr. VP VP
639 Loyola Avenue CAO CAO
New Orleans, LA 70113
C. Gary Clary VP
639 Loyola Avenue
New Orleans, LA 70113
Robert J. Cushman VP
4 Park Plaza, Suite 2000 D
Irvine, CA 92614
J. G. Dewease VP
1340 Echelon Parkway
Jackson, MS 39213
Charles M. Dugger VP
P. O. Box B
Killona, LA 70066
Kent R. Foster D D D D D
P.O. Box 551
Little Rock, AR 72203
Frank F. Gallaher COB COB COB COB COB
639 Loyola Avenue D D D D D
New Orleans, LA 70113
Donald C. Hintz CEO CEO D D D D D
1340 Echelon Parkway P P
Jackson, MS 39213 D 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
J. F. Kenney P P P P P
Parkwood 2, 10055 CEO CEO CEO CEO CEO
Grogans Mill Road, Suite 300 D D D D D
The Woodlands, TX 77380
Edwin Lupberger COB COB CEO
639 Loyola Avenue D D
New Orleans, LA 70113
Jerry L. Maulden D D
P.O. Box 551
Little Rock, AR 72203

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

As of December 31, 1997 SERI EOI EPI SFI VARI POGI SGRC GSG&T
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John R. McGaha VP
P. O. Box 220
St. Francisville, LA 70775
Gerald D. McInvale (a) EVP EVP EVP EVP EVP EVP EVP EVP
639 Loyola Avenue D D D D D D D D
New Orleans, LA 70113 CFO CFO CFO CFO CFO CFO CFO CFO
Terry L. Ogletree (a) P
4 Park Plaza, Suite 2000 D
Irvine, CA 92614
William J. Regan, Jr. VP VP VP VP VP VP VP VP
639 Loyola Avenue T T T T T T T T
New Orleans, LA 70113 D
Christopher T. Screen S S S S S
639 Loyola Avenue
New Orleans, LA 70113
Michael G. Thompson SVP
639 Loyola Avenue S
New Orleans, LA 70113 D
F. W. Titus VP
1340 Echelon Parkway
Jackson, MS 39213
Jerry W. Yelverton EVP
1340 Echelon Parkway COO
Jackson, MS 39213

(a) Former officer as of December 31, 1997.

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

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

EEI = Entergy Enterprises, Inc.
EHI = Entergy Holdings, Inc.
EIL = Entergy International Ltd., LLC
EPDC = Entergy Power Development Corporation
EPGC = Entergy Power Generation Corporation
EPIHC= Entergy Power International Holdings Corporation
EPMC = Entergy Power Marketing Corporation
EPOC = Entergy Power Operations Corporation
ETHC = Entergy Technology Holding Company

As of December 31, 1997 EEI EHI EIL EPDC EPGC EPIHC EPMC EPOC ETHC
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
William D. Bandt P
639 Loyola Avenue T
New Orleans, LA 70113 S
D
John A. Brayman EVP CEO
Three Financial Centre D P
900 South Shacklford D
Suite 210
Little Rock, AR 72211
Charles J. Brown, III VP VP VP VP VP VP
4 Park Plaza, Suite 2000
Irvine, CA 92614
Louis E. Buck, Jr. VP
639 Loyola Avenue COO
New Orleans, LA 70113
David W. Carter VP
333 Six Forks Road
Raleigh, NC 27609
Robert Chew MD
8 Temasek Blvd.
#42-03 Suntec Tower Three
Singapore 038988
Robert J. Cushman VP VP VP VP VP VP
4 Park Plaza, Suite 2000 D D D D D
Irvine, CA 92614
Lawrence S. Folks VP VP VP COB
4 Park Plaza, Suite 2000 CEO
Irvine, CA 92614 P
Stephen B. Gross PD
4 Park Plaza, Suite 2000
Irvine, CA 92614
Laurence M. Hamric S
639 Loyola Avenue
New Orleans, LA 70113
Jerry D. Jackson D
639 Loyola Avenue
New Orleans, LA 70113

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
As of December 31, 1997 EEI EHI EIL EPDC EPGC EPIHC EPMC EPOC ETHC
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
R. A. Keegan VP VP VP
4 Park Plaza, Suite 2000
Irvine, CA 92614
Steven R. Kirkeby VP
P. O. Box 551
Little Rock, AR 72703
Richard J. Landy D
3838 N. Causeway Blvd.
Metairie, LA 70002
John J. Ludwig VP VP VP VP
4 Park Plaza, Suite 2000
Irvine, CA 92614
Edwin Lupberger COB CEO CEO CEO COB
639 Loyola Avenue P D
New Orleans, LA 70113 D
Shahid J. Malik SVP
Parkwood II Building
10055 Grogans Mill Road
The Woodlands, TX 77380
Gerald D. McInvale (a) EVP EVP EVP EVP EVP EVP EVP
639 Loyola Avenue D D D D D D D
New Orleans, LA 70113 CFO CFO CFO CFO CFO CFO CFO
James E. Moss VP
639 Loyola Avenue
New Orleans, LA 70113
Frederick Nugent GC
4 Park Plaza, Suite 2000
Irvine, CA 92614
Terry L. Ogletree (a) EVP P P COB P P
4 Park Plaza, Suite 2000 D D D D D D
Irvine, CA 92614
Stephen T. Refsell VP
Three Financial Centre GC
900 South Shackleford
Suite 210
Little Rock, AR 72211
William J. Regan, Jr. VP VP VP VP VP VP VP VP
639 Loyola Avenue T T T T T T T T
New Orleans, LA 70113 D D D D D
Michael G. Thompson SVP SVP SVP SVP SVP SVP SVP
639 Loyola Avenue S S S S S S S
New Orleans, LA 70113 D D D D D D

(a) Former officer as of December 31, 1997.

COB = Chairman of the Board T = Treasurer
CEO = Chief Executive Officer S = Secretary
COO = Chief Operating Officer D = Director
P = President CFO = Chief Financial Officer
SVP = Senior Vice President GC = General Counsel
EVP = Executive Vice President MD = Managing Director
VP = Vice President PD = Project Director

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM 6. Part II - Financial Connections

As of December 31, 1997

Name and Location Position
Name of Officer of Held in Financial Applicable
or Director Financial Institution Institution Exemption Rule
(1) (2) (3) (4)
<S> <C> <C> <C>
Cecil L. Alexander Mercantile Bank of Heber Springs, NA Director 70(f)
Heber Springs, AR

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

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

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

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

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

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

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

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

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

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

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

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

Portland Bank Director 70(a)
Portland , AR

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

Item 6. Part III (a) - Executive Compensation

Summary Compensation Table

The following table includes the Chief Executive Officers and the
four other most highly compensated executive officers in office as of
December 31, 1997 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 London
Investments plc., Entergy Services, Inc., System Fuels, Inc., Entergy
Operations, Inc., Entergy Enterprises, Inc., Entergy Power, Inc., Entergy
Power Development Corporation, Entergy International Ltd., LLC, Entergy
Power Generation Corporation, Entergy Power International Holdings
Corporation, Entergy Holdings, Inc., Varibus Corporation, Prudential Oil
and Gas, Inc., Southern Gulf Railway Company, GSG&T, Inc., Entergy Power
Operations Corporation, Entergy Power Marketing Corporation, and Entergy
Technology Holding Company, (collectively, the "Named Executive
Officers"). The table also includes Gerald D. McInvale and Terry L.
Ogletree who both would have been included as one of the four most highly
compensated officers but for the fact that they were not serving as
executive officers at the end of the fiscal year. This determination was
based on total annual base salary and bonuses from all Entergy sources
earned during the year 1997. 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>

Long-Term Compensation
Awards Payouts
Annual Compensation Restricted Securities (b) (c)
(a) Other Annual Stock Underlying LTIP All Other
Name Year Salary Bonus Compensation Awards Options Payouts Compensation
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William D. Bandt 1997 $143,750 $ 0 $ 5,452 (d) 0 shares $ 0 $ 2,801
1996 0 0 0 (d) 0 0 0
1995 0 0 0 (d) 0 0 0

Michael B. Bemis 1997 $314,154 $ 0 $734,368(f) (d) 5,000 shares $ 0 $ 11,736
1996 297,115 168,125 43,884 (d) 5,000 0 12,813
1995 290,000 216,909 22,844 (d) 27,500 294,282 12,063

Joseph L. Blount 1997 $126,288 $ 0 $291 (d) 0 shares $ 0 $ 3,789
1996 124,904 38,471 10,147 (d) 0 0 6,177
1995 119,185 43,645 15,842 (d) 0 0 15,705

John A. Brayman* 1997 $344,678 $ 0 $13,860 (d) 5,000 shares $ 0 $ 6,962
1996 230,853 111,425 42,361 (d) 5,000 0 9,955
1995 122,885 87,696 64,129 (d) 0 0 53,495

Charles J. Brown, III 1997 $212,412 $ 73,810 $387,833(f) (d) 2,500 shares $ 0 $ 4,936
1996 175,000 87,500 195,742 (d) 0 0 0
1995 38,365 20,935 0 (d) 0 0 0

Louis E. Buck, Jr. 1997 $159,954 $ 29,882 $9,105 (d) 2,500 shares $ 0 $ 4,799
1996 153,558 66,187 26,132 (d) 0 0 20,683
1995 49,039 21,280 9,151 (d) 0 0 7,529

Robert J. Cushman 1997 $209,261 $ 83,350 $146,494(f) (d) 2,500 shares $ 0 $ 65,898
1996 176,000 88,000 17,228 (d) 0 0 6,780
1995 176,000 75,000 6,486 (d) 0 0 5,280

Lawrence Folks***** 1997 $214,768 $ 85,584 $21,163 (d) 2,500 shares $ 0 $ 6,321
1996 175,000 87,500 4,875 (d) 0 0 9,149
1995 175,000 86,625 581 (d) 0 0 5,250

Frank F. Gallaher 1997 $327,385 $ 0 $11,132 (d) 5,000 shares $ 0 $ 9,822
1996 276,538 130,150 35,641 (d) 5,000 0 10,321
1995 240,000 198,360 61,360 (d) 27,500 324,398 7,638

Laurence M. Hamric 1997 $164,005 $ 0 $5,135 (d) 0 shares $ 0 $ 4,992
1996 156,312 47,030 11,014 (d) 0 0 8,588
1995 149,923 55,100 8,119 (d) 0 0 0

Donald C. Hintz*** 1997 $365,077 $ 0 $18,245 (d) 5,000 shares $ 0 $ 10,952
1996 343,269 231,299 12,516 (d) 5,000 0 14,197
1995 325,000 265,049 13,394 (d) 30,000 409,414 9,750

C. Randy Hutchinson 1997 $177,273 $ 52,007 $5,962 (d) 2,500 shares $ 0 $ 1,423
1996 160,684 61,344 7,790 (d) 0 0 6,453
1995 149,321 65,208 4,931 (d) 0 0 722

Jerry D. Jackson 1997 $342,077 $ 0 $56,359 (d) 5,000 shares $ 0 $ 10,262
1996 332,115 209,489 37,928 (d) 5,000 0 13,862
1995 325,000 256,838 43,054 (d) 30,000 422,438 9,750

James F. Kenney** 1997 $171,605 $ 39,818 $27,299 (d) 2,500 shares $ 0 $ 13,806
1996 161,894 63,218 9,580 (d) 2,500 44,550 7,693
1995 153,269 75,276 9,473 (d) 2,500 2,700 4,598

John J. Ludwig 1997 $206,343 $ 81,900 $57,788 (d) 0 shares $ 0 $ 43,583
1996 134,615 66,667 36,750 (d) 0 0 29,025
1995 0 0 0 (d) 0 0 0

Edwin Lupberger**** 1997 $785,385 $ 0 $271,422 (d) 10,000 shares $ 0 $ 23,562
1996 735,577 448,794 123,601 (d) 10,000 0 23,567
1995 700,000 568,400 89,163 (d) 60,000 781,337 21,000

Shahid J. Malik 1997 $164,364 $ 68,415 $19,986 (d) 0 shares $ 0 $ 0
1996 0 0 0 (d) 0 0 0
1995 0 0 0 (d) 0 0 0

Jerry L. Maulden 1997 $445,615 $ 0 $67,485 (d) 5,000 shares $ 0 $ 13,369
1996 435,000 260,301 27,056 (d) 5,000 0 14,550
1995 435,000 353,220 26,248 (d) 30,000 422,438 13,050

John R. McGaha 1997 $177,172 $ 51,101 $12,639 (d) 2,500 shares $ 0 $ 5,315
1996 166,852 77,167 15,042 (d) 0 0 6,506
1995 159,417 82,038 15,674 (d) 0 0 4,783

Gerald D. McInvale (e) 1997 $331,154 $ 0 $17,389 (d) 5,000 shares $ 0 $ 9,923
1996 271,730 179,576 13,995 (d) 5,000 0 12,051
1995 255,481 186,739 12,525 (d) 27,500 294,282 7,664

Terry L. Ogletree (e) 1997 $290,732 $ 0 $403,492(f) (d) 5,000 shares $ 0 $108,646
1996 255,673 187,200 79,774 (d) 5,000 0 19,177
1995 245,000 117,233 20,717 (d) 25,000 0 7,350

William J. Regan, Jr. 1997 $195,379 $ 36,448 $13,740 (d) 2,500 shares $ 0 $ 5,861
1996 190,000 81,132 20,684 (d) 0 0 8,852
1995 120,577 54,727 21,141 (d) 2,000 0 7,821

Stephen T. Refsell 1997 $130,407 $ 18,281 $ 186 (d) 0 shares $ 0 $ 0
1996 62,500 17,436 1,807 (d) 0 0 21,365
1995 0 0 0 (d) 0 0 0

Michael G. Thompson 1997 $259,315 $ 0 $12,856 (d) 5,000 shares $ 0 $ 7,729
1996 245,960 132,620 20,640 (d) 5,000 0 11,278
1995 236,546 163,612 57,600 (d) 2,500 211,219 7,096

Jerry W. Yelverton 1997 $227,928 $ 0 $19,143 (d) 2,500 shares $ 0 $ 6,954
1996 223,090 122,125 14,809 (d) 2,500 0 25,622
1995 159,529 74,401 5,490 (d) 0 0 4,786

</TABLE>
* Chief Executive Officer of Entergy Technology Holding Company.

** Chief Executive Officer of System Fuels, Inc., Varibus Corporation,
Prudential Oil and 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
London Investments plc, Entergy Power Operations Corporation, and
Entergy Power Marketing Corporation.

*****Chief Executive Officer of Entergy Power International Holdings
Corporation.

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

(b) Amounts include the value of restricted shares that vested in 1997,
1996 and 1995 (see note (d) below) under Entergy's Equity Ownership
Plan.

(1) 1997 benefit accruals under the Defined Contribution
Restoration Plan as follows: Mr. Bemis, $4,625; Mr. Brayman,
$2,562; Mr. Cushman, $1,769; Mr. Folks, $1,521; Mr. Gallaher,
$5,022; Mr. Hamric, $520; Mr. Hintz, $6,152; Mr. Hutchinson,
$86; Mr. Jackson, $5,462; Mr. Kenney, $748; Mr. Landy, $3,000,
Mr. Lupberger, $18,762; Mr. Maulden, $8,969; Mr. McGaha, $915;
Mr. McInvale, $5,123; Mr. Ogletree, $4,277; Mr. Regan, $1,061;
Mr. Thompson, $2,979; and Mr. Yelverton, $2,154.

(2) 1997 employer contributions to the System Savings Plan as
follows: Mr. Bemis, $4,800; Mr. Blount, $3,789; Mr. Brayman,
$4,400; Mr. Buck, $4,799; Mr. Cushman, $4,800; Mr. Folks,
$4,800; Mr. Gallaher, $4,800; Mr. Hamric, $4,472; Mr. Hintz,
$4,800; Mr. Hutchinson, $800; Mr. Jackson, $4,800; Mr. Kenney,
$4,458; Mr. Landy, $4,712, Mr. Lupberger, $4,800; Mr. Maulden,
$4,400; Mr. McGaha, $4,400; Mr. McInvale, $4,800; Mr. Ogletree,
$4,869; Mr. Regan, $4,800; Mr. Thompson, $4,750; and Mr.
Yelverton, $4,800.

(3) 1997 reimbursements for moving expenses are as follows: Mr.
Bandt, $2,801; Mr. Bemis, $2,311; Mr. Brown, $4,936; Mr.
Cushman, $59,329; Mr. Hutchinson, $537; Mr. Kenney, $8,600; Mr.
Ludwig, $43,583; and Mr. Ogletree, $99,500.

(d) There were no restricted stock awards in 1997 under the Equity Ownership
Plan. At December 31, 1997, the number and value of the aggregate
restricted stock holdings were as follows: Mr. Bandt 30,000 shares,
$898,125; Mr. Bemis 30,000 shares, $898,125; Mr. Blount 2,250 shares,
$67,359; Mr. Brayman 22,500 shares, $673,594; Mr. Buck 4,500 shares,
$134,719; Mr. Gallaher 30,000 shares, $898,125; Mr. Hamric 2,250
shares, $67,359; Mr. Hintz 30,000 shares, $898,125; Mr. Hutchinson
4,500 shares, $134,719; Mr. Jackson 30,000 shares, $898,125; Mr. Kenney
2,000 shares, $59,875; Mr. Lupberger 60,000 shares, $1,796,250; Mr.
Maulden 37,500 shares, $1,122,656; Mr. McGaha 4,500 shares, $134,719;
Mr. McInvale 30,000 shares, $898,125; Mr. Ogletree 22,500 shares,
$673,594; Mr. Regan 4,500 shares, $134,719; Mr. Thompson 22,500 shares,
$673,594; and Mr. Yelverton 22,500 shares, $673,594. Accumulated dividends
are paid on restricted stock when vested. The value of stock for which
restrictions were lifted in 1997, 1996, and 1995, and the applicable
portion of accumulated cash dividends, are reported in the LTIP Payouts
column in the above table. The value of restricted stock awards as of
December 31, 1997, are determined by multiplying the total number of
shares awarded by the closing market price of Entergy Corporation
common stock on the New York Stock Exchange Composite Transactions on
December 31, 1997 ($29.9375 per share).

(e) Gerald D. McInvale and Terry L. Olgletree are former officers as of
December 31, 1997 (See Item 6, Part I).

(f) Includes approximately $670,000 and $320,000, respectively, related to
various overseas living expenses, including UK taxes and housing,
associated with Mr. Bemis' and Mr. Brown's overseas assignment in
London; $22,500 and $192,000, respectively, related to living and
housing expenses associated with Mr. Cushman's and Mr. Ogletree's
relocation to California.

Option Grants in 1997

The following table summarizes option grants during 1997 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.
<TABLE>
<CAPTION>
Individual Grants Potential Realizable
% of Total Value
Number of Options At Assumed Annual
Securities Granted to Exercise Rates of Stock
Underlying Employees Price Price Appreciation
Options in (per Expiration For Option Term (b)
Name Granted (a) 1997 share) (a) Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Michael B. Bemis 5,000 2.0% $26.5 1/30/07 $83,329 $211,171

John A. Brayman 5,000 2.0% 26.5 1/30/07 83,329 211,171

Charles J. Brown, III 2,500 1.0% 26.5 1/30/07 41,664 105,585

Louis E. Buck, Jr. 2,500 1.0% 26.5 1/30/07 41,664 105,585

Robert J. Cushman 2,500 1.0% 26.5 1/30/07 41,664 105,585

Lawrence S. Folks 2,500 1.0% 26.5 1/30/07 41,664 105,585

Frank F. Gallaher 5,000 2.0% 26.5 1/30/07 83,329 211,171

Donald C. Hintz 5,000 2.0% 26.5 1/30/07 83,329 211,171

C. Randy Hutchinson 2,500 1.0% 26.5 1/30/07 41,664 105,585

Jerry D. Jackson 5,000 2.0% 26.5 1/30/07 83,329 211,171

James F. Kenney 2,500 1.0% 26.5 1/30/07 41,664 105,585

Edwin Lupberger 10,000 3.9% 26.5 1/30/07 166,657 422,342

Jerry L. Maulden 5,000 2.0% 26.5 1/30/07 83,329 211,171

John R. McGaha 2,500 1.0% 26.5 1/30/07 41,664 105,585

Gerald D. McInvale 5,000 2.0% 26.5 1/30/07 83,329 211,171

Terry L. Ogletree 5,000 2.0% 26.5 1/30/07 83,329 211,171

William J. Regan, Jr. 2,500 1.0% 26.5 1/30/07 41,664 105,585

Michael G.Thompson 5,000 2.0% 26.5 1/30/07 83,329 211,171

Jerry W. Yelverton 2,500 1.0% 26.5 1/30/07 41,664 105,585
</TABLE>
(a) Options were granted on January 30, 1997, 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 30, 1997. These options became exercisable on July 30, 1997.

(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, a Named Executive Officer may realize is
dependent upon the market price on the date of option exercise.

Aggregated Option Exercises in 1997 and December 31, 1997 Option Values

The following table summarizes the number and value of all
unexercised options held by the Named Executive Officers. In 1997, no
options were exercised by any Named Executive Officer.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options
as of December 31, 1997 as of December 31, 1997(a)
Name Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
Michael B. Bemis 20,000 25,000 $37,188 $226,563
Joseph L. Blount - 1,000 - 6,438
John A. Brayman 10,000 - 20,000 -
Charles J. Brown, III 2,500 - 8,594 -
Louis E. Buck, Jr. 2,500 - 8,594 -
Robert J. Cushman 2,500 - 8,594 -
Lawrence S. Folks 2,500 - 8,594 -
Frank F. Gallaher 17,500 25,000 36,406 226,563
Laurence M. Hamric - 1,500 - 9,656
Donald C. Hintz 27,500 25,000 53,594 226,563
C. Randy Hutchinson 2,500 2,000 8,594 12,875
Jerry D. Jackson 24,411 25,000 20,841 226,563
James F. Kenney 10,000 - 26,406 -
Edwin Lupberger 58,824 50,000 107,308 453,125
Jerry L. Maulden 30,000 25,000 54,375 226,563
John R. McGaha 2,500 2,000 8,594 12,875
Gerald D. McInvale 20,000 25,000 37,188 226,563
Terry L. Ogletree 10,000 25,000 20,000 226,563
William J. Regan, Jr. 2,500 2,000 8,594 12,875
Michael G. Thompson 17,500 - 36,406 -
Jerry W. Yelverton 5,000 - 10,000 -
</TABLE>

(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, 1997, and the option exercise price.

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
650,000 146,250 195,000 243,750 292,500 341,250
950,000 213,750 285,000 356,250 427,500 498,750

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, 1997, 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, 1997, for the Named Executive
Officers is as follows: Mr. Bemis 15, Mr. Blount 13, Mr. Brown 2, Mr.
Buck 2, Mr. Cushman 4, Mr. Folks 3, Mr. Gallaher 28, Mr. Hamric 4, Mr.
Hutchinson 24, Mr. Malik 0, Mr. Maulden 32, Mr. McGaha 19, Mr. Refsell 1,
Mr. Regan 2, and Mr. Yelverton 18. The credited years of service under
the respective Retirement Income Plan, as of December 31, 1997, for the
following Named Executive Officers, as a result of entering into
supplemental retirement agreements, is as follows: Mr. Bandt 10, Mr.
Brayman 26, Mr. Hintz 26, Mr. Jackson 18, Mr. Kenney 19, Mr. Ludwig 5,
Mr. Lupberger 34, Mr. McInvale 25, Mr. Ogletree 29, and Mr. Thompson 21.

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,
Mr. Hutchinson, Mr. McGaha, and Mr. Yelverton entered into SRP
participation contracts. Mr. Ogletree entered into a contract
substantially similar to the PRP participation contract. All remaining
Named Executive Officers (except for Mr. Bandt, Mr. Blount, Mr. Brayman,
Mr. Brown, Mr. Buck, Mr. Cushman, Mr. Folks, Mr. Hamric, Mr. Kenney, Mr.
Ludwig, Mr. Malik, Mr. McInvale, Mr. Refsell, 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. Blount, Mr. Brown, Mr. Hamric, and Mr.
Refsell). Participating executives choose, at retirement, between the
retirement benefits paid under provisions of the SERP or those payable
under the SRP or PRP 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, 1997) 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. Bandt, Mr.
Bemis, Mr. Brayman, Mr. Jackson, Mr. Kenney, Mr. Ludwig, Mr. McInvale, Mr.
Ogletree, Mr. Thompson, and Mr. Yelverton) disclosed above in the section
entitled "Pension Plan Tables-Retirement Income Plan Table". Mr. Bandt,
Mr. Bemis, Mr. Brayman, Mr. Jackson, Mr. Kenney, Mr. Ludwig, Mr. McInvale,
Mr. Ogletree, Mr. Thompson, and Mr. Yelverton have 0 years, 25 years, 2
years, 24 years, 7 years, 1 year, 16 years, 4 years, 16 years, and 28
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 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 who are Entergy officers do not receive any fee for service
as directors. Each non-employee director of Entergy Corporation receives
a fee of $1,500 for attendance at Board meetings, $1,000 for attendance at
committee meetings scheduled in conjunction with Board meetings, and
$2,000 for attendance at committee meetings not scheduled in conjunction
with a Board Meeting. Directors also receive $1,000 for participation in
any inspection trip or conference not held in conjunction with a Board or
Committee meeting. In addition, committee chairpersons are paid an
additional $3,000 annually. All non-employee directors receive 150 shares
of Common Stock and one-half the value of the 150 shares in cash on a
quarterly basis.

All non-employee directors of Entergy Corporation are credited with
800 "phantom" shares of Common Stock for each year of service on the Board
up to a maximum of ten years. The "phantom" shares are credited to a
specific account for each director that is maintained solely for
accounting purposes. After retirement, these directors receive in cash
the value of their accumulated "phantom" shares which has the same value
as the same number of shares of Common Stock at the time of each payment.
Payments are made in at least five but no more than 15 annual payments.

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

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.

Before Entergy Gulf States became a subsidiary, it established a
deferred compensation plan for its officers and non-employee directors. A
director could defer a maximum of 100% of his salary, and an officer could
defer up to a maximum of 50% of his salary. Both Dr. Murrill, as an
officer, and Mr. Steinhagen, as a director, deferred their salary. The
directors' right to receive compensation is an unsecured obligation of the
Corporation, which is held in the Corporation's general funds, and accrues
simple interest compounded annually at the rate set by Entergy Gulf States
in 1985. In addition to payments received prior to 1997, on the January 1
after Dr. Murrill turns 65, he will receive an annual benefit for 15 years
and on the January 1 after Mr. Steinhagen turns 70, he will receive an
annual benefit for 10 years.

On certain occasions, the Corporation provides personal
transportation services for the benefit of non-employee directors. During
1997, the value of such transportation services provided by Entergy
Corporation to all directors was approximately $13,600.

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

Mr. Bandt has an employment contract whereby if, prior to November
11, 2000, he is terminated for reasons other than just cause or resigns
following a change in employment, Entergy Services, Inc. will continue to
pay his annual base salary for a period of three years.

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.

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.

In connection with the resignation of his position as Vice Chairman,
Mr. McInvale entered into a contract under which he will provide services
as required and remain as an employee of Entergy Services Inc. through May
31, 2001, subject to certain terms and conditions, at a monthly salary of
approximately $33,300. In addition, such contract provides for the
continuation of benefits under Mr. McInvale's continued participation in,
or the providing of benefits comparable to those under, Entergy's Savings
Plan, Retirement Plan, Supplemental Credited Service Agreement, System
Executive Retirement Plan, Equity Ownership Plan, Executive Medical Plan
and the applicable portion of any awards under the Executive Annual
Incentive Plan and Long Term Incentive Program. In the event of Mr.
McInvale's death prior to May 31, 2001, his surviving spouse or estate
would receive a lump sum equal to the net present value of all base salary
payments due from the date of death to May 31, 2001, together with the
benefits lost, or the comparable value.

In connection with the termination of Mr. Ogletree's status as an
officer of Entergy Corporation and certain of its subsidiaries, he entered
into an agreement under which he will continue in the employment of
Entergy Services, Inc. through March 31, 2003. Under the terms of that
agreement, Mr. Ogletree will provide certain services as requested by
Entergy Services, Inc., and will receive a base salary of $12,500 per
month, will retain existing stock options and the accrued benefits under
existing incentive compensation and retirement plans to which he is
entitled. In addition, he may continue to participate in the Savings Plan
and to receive for varying periods of time certain other benefits to which
he was entitled upon leaving his status as an officer, and will continue
to accrue credited years toward retirement under the corporate pension
plans. If he dies or is terminated as an employee due to the sale or
merger of Entergy, he or his surviving spouse, as the case may be, will
receive a lump sum payment equal to the present value of all payments due
to him through the end of the contract.

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.

<PAGE>
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
London Investments plc., Entergy Services, Inc., System Fuels, Inc.,
Entergy Operations, Inc., Entergy Enterprises, Inc., Entergy Power, Inc.,
Entergy International Ltd., LLC, Entergy Power Development Corporation,
Entergy Power Generation Corporation, Varibus Corporation, Prudential Oil
and Gas, Inc., Southern Gulf Railway Company, GSG&T, Inc., Entergy Power
International Holdings Corporation, Entergy Power Marketing Corporation,
Entergy Power Operations Corporation, Entergy Holdings, Inc., and Entergy
Technology Holding Company beneficially owned directly or indirectly
common stock of Entergy Corporation as indicated:

As of December 31, 1997
Entergy Corporation
Common Stock
Amount and Nature of
Beneficial Ownership(a)
Sole Voting
And Other
Investment Beneficial
Name Power Ownership(b)

Entergy Corporation
W. Frank Blount* 5,034 -
John A. Cooper, Jr.* 7,534 -
Lucie J. Fjeldstad**** 3,984 -
Dr. Norman C. Francis* 1,200 -
Frank F. Gallaher** 19,641 17,500
Donald C. Hintz** 11,318 27,500
Jerry D. Jackson** 29,500 24,411
Robert v.d. Luft* 4,284 -
Edwin Lupberger*** 36,583 63,324 (c)
Jerry L. Maulden** 28,085 30,000
Gerald D. McInvale (d) 10,901 20,000
Adm. Kinnaird R. McKee* 3,067 -
Paul W. Murrill* 2,985 -
James R. Nichols* 6,065 -
Eugene H. Owen* 3,692 -
John N. Palmer, Sr.* 16,481 -
Robert D. Pugh* 8,300 6,500 (c)
Wm. Clifford Smith* 6,621 -
Bismark A. Steinhagen* 8,237 -
All directors and executive
officers 271,278 254,235

Entergy Arkansas, Inc.
Frank F. Gallaher*** 19,641 17,500
Donald C. Hintz*** 11,318 27,500
Jerry D. Jackson*** 29,500 24,411
R. Drake Keith* 9,019 -
Edwin Lupberger*** 36,583 63,324 (c)
Jerry L. Maulden*** 28,085 30,000
Gerald D. McInvale (d) 10,901 20,000
All directors and executive
officers 211,484 237,409

<PAGE>
As of December 31, 1997
Entergy Corporation
Common Stock
Amount and Nature of
Beneficial Ownership(a)
Sole Voting
And Other
Investment Beneficial
Name Power Ownership(b)

Entergy Gulf States, Inc.
John J. Cordaro* 7,869 10,000
Frank F. Gallaher*** 19,641 17,500
Donald C. Hintz*** 11,318 27,500
Jerry D. Jackson*** 29,500 24,411
Karen R. Johnson * 3,302 2,500
Edwin Lupberger*** 36,583 63,324 (c)
Jerry L. Maulden*** 28,085 30,000
Gerald D. McInvale (d) 10,901 20,000
All directors and executive
officers 205,885 235,235

Entergy Louisiana, Inc.
John J. Cordaro* 7,869 10,000
Frank F. Gallaher *** 19,641 17,500
Donald C. Hintz*** 11,318 27,500
Jerry D. Jackson*** 29,500 24,411
Edwin Lupberger*** 36,583 63,324 (c)
Jerry L. Maulden*** 28,085 30,000
Gerald D. McInvale (d) 10,901 20,000
All directors and executive
officers 217,681 237,735

Entergy Mississippi, Inc.
Frank F. Gallaher*** 19,641 17,500
Donald C. Hintz* 11,318 27,500
Jerry D. Jackson*** 29,500 24,411
Edwin Lupberger*** 36,583 63,324 (c)
Jerry L. Maulden*** 28,085 30,000
Gerald D. McInvale (d) 10,901 20,000
Donald E. Meiners* 13,021 15,000
Michael G. Thompson** 13,462 17,500
All directors and executive
officers 193,608 235,235

Entergy New Orleans, Inc.
Frank F. Gallaher** 19,641 17,500
Jerry D. Jackson*** 29,500 24,411
Edwin Lupberger*** 36,583 63,324 (c)
Jerry L. Maulden*** 28,085 30,000
Gerald D. McInvale (d) 10,901 20,000
Daniel F. Packer * 3,854 -
Michael G. Thompson** 13,462 17,500
All directors and executive
officers 176,902 195,235

Entergy London Investments plc
Michael B. Bemis*** 24,646 20,000
Louis E. Buck, Jr.** 2,996 2,500
Edwin Lupberger*** 36,583 63,324 (c)
Gerald D. McInvale (d) 10,901 20,000
William J. Regan, Jr.** 2,908 2,500
Michael G. Thompson** 13,462 17,500
All directors and executive
officers 91,496 125,824

<PAGE>

As of December 31, 1997
Entergy Corporation
Common Stock
Amount and Nature of
Beneficial Ownership(a)
Sole Voting
And Other
Investment Beneficial
Name Power Ownership(b)

System Energy Resources, Inc.
Joseph L. Blount** 3,535 -
Louis E. Buck, Jr.** 2,996 2,500
Donald C. Hintz*** 11,318 27,500
Edwin Lupberger*** 36,583 63,324 (c)
Jerry L. Maulden* 28,085 30,000
Gerald D. McInvale (d) 10,901 20,000
William J. Regan, Jr. ** 2,908 2,500
All directors and executive
officers 96,326 145,824

Entergy Services, Inc.
Michael B. Bemis* 24,646 20,000
Frank F. Gallaher*** 19,641 17,500
Donald C. Hintz*** 11,318 27,500
Jerry D. Jackson*** 29,500 24,411
Edwin Lupberger*** 36,583 63,324 (c)
Jerry L. Maulden*** 28,085 30,000
Gerald D. McInvale (d) 10,901 20,000
All directors and executive
officers 319,804 312,735

Entergy Operations, Inc.
Donald C. Hintz*** 11,318 27,500
C. Randy Hutchinson** 4,419 2,500
Edwin Lupberger*** 36,583 63,324 (c)
Jerry L. Maulden* 28,085 30,000
John R. McGaha** 9,197 2,500
Gerald D. McInvale (d) 10,901 20,000
William J. Regan, Jr.** 2,908 2,500
Jerry W. Yelverton** 9,221 5,000
All directors and executive
officers 149,438 165,824

Entergy Power, Inc.
Robert J. Cushman*** 3,371 2,500
Edwin Lupberger** 36,583 63,324 (c)
Gerald D. McInvale (d) 10,901 20,000
Terry L. Ogletree (d) 7,467 10,000
William J. Regan, Jr.*** 2,908 2,500
Michael G. Thompson*** 13,462 17,500
All directors and executive
officers 74,692 115,824

System Fuels, Inc.
Kent R. Foster* 2,775 12,500
Frank F. Gallaher*** 19,641 17,500
Donald C. Hintz* 11,318 27,500
J. F. Kenney*** 4,265 10,000
Gerald D. McInvale (d) 10,901 20,000
William J. Regan, Jr.** 2,908 2,500
All directors and executive
officers 53,924 90,000

<PAGE>
As of December 31, 1997
Entergy Corporation
Common Stock
Amount and Nature of
Beneficial Ownership(a)
Sole Voting
And Other
Investment Beneficial
Power Ownership(b)

Varibus Corporation
Kent R. Foster* 2,775 12,500
Frank F. Gallaher*** 19,641 17,500
Donald C. Hintz* 11,318 27,500
J. F. Kenney*** 4,265 10,000
Gerald D. McInvale (d) 10,901 20,000
William J. Regan, Jr.** 2,908 2,500
All directors and executive
officers 53,924 90,000

Prudential Oil and Gas, Inc.
Kent R. Foster* 2,775 12,500
Frank F. Gallaher*** 19,641 17,500
Donald C. Hintz* 11,318 27,500
J. F. Kenney*** 4,265 10,000
Gerald D. McInvale (d) 10,901 20,000
William J. Regan, Jr.** 2,908 2,500
All directors and executive
officers 53,924 90,000

Southern Gulf Railway Company
Kent R. Foster* 2,775 12,500
Frank F. Gallaher*** 19,641 17,500
Donald C. Hintz* 11,318 27,500
J. F. Kenney*** 4,265 10,000
Gerald D. McInvale (d) 10,901 20,000
William J. Regan, Jr.** 2,908 2,500
All directors and executive
officers 53,924 90,000

GSG&T, Inc.
Kent R. Foster* 2,775 12,500
Frank F. Gallaher*** 19,641 17,500
Donald C. Hintz* 11,318 27,500
J. F. Kenney*** 4,265 10,000
Gerald D. McInvale (d) 10,901 20,000
William J. Regan, Jr.** 2,908 2,500
All directors and executive
officers 53,924 90,000

<PAGE>
As of December 31, 1997
Entergy Corporation
Common Stock
Amount and Nature of
Beneficial Ownership(a)
Sole Voting
and Other
Investment Beneficial
Name Power Ownership(b)

Entergy Enterprises, Inc.
John A. Brayman*** 5,379 10,000
Robert J. Cushman** 3,371 2,500
Lawrence S. Folks** 3,372 2,500
Jerry D. Jackson* 29,500 24,411
Richard J. Landy* 9,776 15,000
John J. Ludwig** - -
Edwin Lupberger*** 36,583 63,324 (c)
Gerald D. McInvale (d) 10,901 20,000
Terry L. Ogletree (d) 7,467 10,000
All directors and executive
officers 134,872 177,735

Entergy Holdings, Inc.
William D. Bandt*** - -
All directors and executive
officers - -

Entergy International Ltd., LLC
Louis E. Buck, Jr.** 2,996 2,500
Laurence M. Hamric** 954 -
William J. Regan, Jr.** 2,908 2,500
All directors and executive
officers 6,858 5,000

Entergy Power Development Corporation
Charles J. Brown, III** 2,500 2,500
Robert J. Cushman*** 3,371 2,500
Lawrence S. Folks** 3,372 2,500
John J. Ludwig** - -
Edwin Lupberger** 36,583 63,324 (c)
Gerald D. McInvale (d) 10,901 20,000
Terry L. Ogletree (d) 7,467 10,000
William J. Regan, Jr.* 2,908 2,500
Michael G. Thompson* 13,462 17,500
All directors and executive
officers 84,264 123,324

<PAGE>
As of December 31, 1997
Entergy Corporation
Common Stock
Amount and Nature of
Beneficial Ownership(a)
Sole Voting
and Other
Investment Beneficial
Name Power Ownership(b)

Entergy Power Generation Corporation
Charles J. Brown, III** 2,500 2,500
Robert J. Cushman*** 3,371 2,500
Lawrence S. Folks** 3,372 2,500
John J. Ludwig** - -
Gerald D. McInvale (d) 10,901 20,000
Terry L. Ogletree (d) 7,467 10,000
William J. Regan, Jr.* 2,908 2,500
Michael G. Thompson*** 13,462 17,500
All directors and executive
officers 47,681 60,000

Entergy Power International
Holdings Corporation
Charles J. Brown, III** 2,500 2,500
Robert J. Cushman*** 3,371 2,500
Lawrence S. Folks** 3,372 2,500
Gerald D. McInvale (d) 10,901 20,000
Terry L. Ogletree (d) 7,467 10,000
William J. Regan, Jr.*** 2,908 2,500
Michael G. Thompson*** 13,462 17,500
All directors and executive
officers 45,378 57,500

Entergy Power Marketing Corporation
Charles J. Brown, III** 2,500 2,500
Robert J. Cushman*** 3,371 2,500
Edwin Lupberger** 36,583 63,324 (c)
Shahid J. Malik** - -
Gerald D. McInvale (d) 10,901 20,000
Terry L. Ogletree (d) 7,467 10,000
William J. Regan, Jr.* 2,908 2,500
Michael G. Thompson*** 13,462 17,500
All directors and executive
officers 77,192 118,324

Entergy Power Operations Corporation
Charles J. Brown, III** 2,500 2,500
Robert J. Cushman*** 3,371 2,500
John J. Ludwig** - -
Edwin Lupberger** 36,583 63,324 (c)
Gerald D. McInvale (d) 10,901 20,000
Terry L. Ogletree (d) 7,467 10,000
William J. Regan, Jr.* 2,908 2,500
Michael G. Thompson*** 13,462 17,500
All directors and executive
officers 77,192 118,324

<PAGE>
As of December 31, 1997
Entergy Corporation
Common Stock
Amount and Nature of
Beneficial Ownership(a)
Sole Voting
and Other
Investment Beneficial
Name Power Ownership(b)

Entergy Technology Holding Company
John A. Brayman*** 5,379 10,000
Edwin Lupberger*** 36,583 63,324
Gerald D. McInvale (d) 10,901 20,000
Stephen T. Refsell** - -
William J. Regan, Jr.** 2,908 2,500
Michael G. Thompson*** 13,462 17,500
All directors and executive
officers 69,233 113,324

* Director of the respective Company

** Named Executive Officer of the respective Company

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

**** Mrs. Fjeldstad's term will expire at the Annual Meeting and she is not
standing for re-election.

(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, 20,000 shares; John A. Brayman, 10,000 shares; Charles J.
Brown, III, 2,500 shares; Louis E. Buck, 2,500 shares; Robert J.
Cushman, 2,500 shares; Lawrence S. Folks, 2,500 shares; Frank F.
Gallaher, 17,500 shares; Donald C. Hintz, 27,500 shares; C. Randy
Hutchinson, 2,500 shares; Jerry D. Jackson, 24,411 shares; James F.
Kenney, 10,000 shares; Edwin Lupberger, 58,824 shares; Jerry L.
Maulden, 30,000 shares; John McGaha, 2,500 shares; Gerald D. McInvale,
20,000 shares; Terry Ogletree, 10,000; William J. Regan, Jr., 2,500
shares; Michael G. Thompson, 17,500 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. In
addition, Edwin Lupberger owns 2,000 shares in joint tenancy with his
mother for which he disclaims beneficial ownership.

(d) Gerald D. McInvale and Terry L. Olgletree are former officers as of
December 31, 1997 (See Item 6, Part I).

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

During 1997, T. Baker Smith & Son, Inc. performed land surveying
services for, and received payments of approximately $81,000 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 Delaware, 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 Delaware.

<PAGE>
<TABLE>
<CAPTION>
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS

(1)* CALENDAR YEAR 1997
Name of Name or Number
Company of Beneficiaries Purpose(s) Account(s) Charged Amount
<S> <C> <C> <C> <C>
Entergy Corporation Democratic National Building Fund Donations $ 48,500.00
Committee

Republican National Building Fund Donations 74,500.00
Finance Committee -----------
Total $123,000.00
===========
</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.

(2) CALENDAR YEAR 1997
Name of Name or Number
Company of Beneficiaries Purpose(s) Account(s) Amount
<S> <C> <C> <C> <C>
ENTERGY U.S. Chamber of Civic Activity Donations $132,000.00
CORPORATION Commerce

Democratic Civic Activity Donations 10,000.00
Leadership
Council

NAACP Community Welfare Donations 27,500.00

Congressional Research Donations 10,000.00
Management
Foundation

National Alliance of Education Donations 15,000.00
Business

Bureau of Research Donations 15,000.00
Governmental
Research

Fourteen Items Community Welfare, Donations 42,000.00
Education, Research
& Education, and Civic
Activity
-----------
Total $251,500.00
===========

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

(1) CALENDAR YEAR 1997
Name of Name or Number
Company of Beneficiaries Purpose(s) Account(s) Charged Amount
<S> <C> <C> <C> <C>
ENTERGY ARKANSAS Republican Party Building Fund Donations $5,750.00
of Arkansas =========

</TABLE>
<TABLE>
<CAPTION>
(2) CALENDAR YEAR 1997
<S> <C> <C> <C> <C>
ENTERGY Arkansas State and Local Civic Activity Donations $ 76,750.00
ARKANSAS Chamber of Commerce

Arkansas Center for Civic Activity Donations 10,000.00
Public Affairs

Associated Industries of Civic Activity Donations 30,000.00
Arkansas, Inc.

Six Items Civic Activity, Education, 10,050.00
Community Welfare
-----------
Total $126,800.00
===========

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

Houston Advanced Civic Activity Donations 10,000.00
Research Center

Foundation Southwest Civic Activity Donations 30,000.00
Louisiana

Chamber of Commerce Civic Activity Donations 22,765.00

Southeast Texas Civic Activity Donations 15,000.00
Community Development
Corp.

Republican Governor's Civic Activity Donations 15,000.00
Association

Partnership of Civic Activity Donations 20,000.00
Southeast Texas

Greater Houston Civic Activity Donations 10,000.00
Partnership

NAACP Civic Activity Donations 7,500.00

Fifty-One Items Civic Activity, Education, Donations 47,212.00
Community Welfare
-----------
Total $202,477.00
===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(2) CALENDAR YEAR 1997

<S> <C> <C> <C> <C>
ENTERGY Chamber, New Orleans & Civic Activity Donations $ 10,000.00
LOUISIANA the River Region

Chambers of Commerce Civic Activity Donations 10,851.00

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

NAACP Civic Activity Donations 29,000.00

Committee for a Secure Research and Education Donations 10,000.00
LA

Metro Vision Civic Activity Donations 62,500.00

Thirteen Items Research and Education, Donations 26,550.00
Civic Activity,
Community Welfare
-----------
Total $165,401.00
===========

(1) CALENDAR YEAR 1997
ENTERGY Business & Industry Political Activity $10,000.00
MISSISSIPPI Political Action
Committee

Business & Industry Political 20,000.00
Political Education
Council

American Legislative Political Activity 2,500.00
Executive Council ----------
Total $32,500.00
==========

(2) CALENDAR YEAR 1997

ENTERGY NAACP Civic Activity Donations $ 26,000.00
MISSISSIPPI
Chamber of Commerce Civic Activity Donations 65,000.00

Public Education Forum Education Research Donations 30,000.00

Small Mississippi Civic Activity Donations 48,000.00
Chambers

Ten Items Community Welfare, Donations 33,000.00
Education, Civic
Activities
-----------
Total $202,000.00
===========

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(2) CALENDAR YEAR 1997
<S> <C> <C> <C> <C>
ENTERGY NEW Chamber New Orleans Civic Activity Donations $ 48,000.00
ORLEANS River Region

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

Urban League Community Welfare Donations 20,000.00

American Association Civic Activity Donations 15,000.00
of Blacks in Energy

Metro Vision New Civic Activity Donations 62,500.00
Orleans

NAACP Civic Activity Donations 25,000.00

New Orleans Police Community Welfare Donations 28,750.00
Foundation

Nine Items Research & Education, Donations 20,500.00
Civic Activity,
Community Welfare
-----------
Total $229,750.00
===========

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

(I)
In Effect
Serving Receiving Date of 12/31/97
Transaction Company Company Compensation Contract (Yes/No)
<S> <C> <C> <C> <C> <C>
Fuel purchases System Fuels Entergy Arkansas $ 3,469,801 1/12/73 Yes

Fuel purchases System Fuels Entergy Louisiana $11,904,159 1/12/73 Yes

Fuel purchases System Fuels Entergy Mississippi $72,989,242 1/12/73 Yes

Fuel purchases System Fuels Entergy New Orleans $ 9,976,526 1/12/73 Yes

Certain materials & System Fuels Entergy Arkansas $22,407,576 6/15/78 Yes
services required for
fabrication of Nuclear Fuel

Certain materials & System Fuels Entergy Louisiana $ 22,997 6/15/78 Yes
services required for
fabrication of Nuclear Fuel

Certain materials & System Fuels System Energy $16,484,646 6/15/78 Yes
services required for
fabrication of Nuclear Fuel

Miscellaneous Spare Parts Entergy Arkansas Entergy Louisiana $ 725,025 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Arkansas Entergy Mississippi $ 1,434,038 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Arkansas Entergy New Orleans $ 6,276 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Arkansas Entergy Gulf States $ 61,180 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Louisiana Entergy Arkansas $ 3,045 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Louisiana Entergy Mississippi $ 19,245 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Louisiana Entergy New Orleans $ 1,290,719 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Louisiana Entergy Gulf States $ 33,014 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Mississippi Entergy Arkansas $ 176 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Mississippi Entergy Louisiana $ 407,846 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Mississippi Entergy New Orleans $ 1,851 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Mississippi Entergy Gulf States $ 16,340 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy New Orleans Entergy Louisiana $ 7,348 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Gulf States Entergy Arkansas $ 1,043 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Gulf States Entergy Louisiana $ 21,918 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Gulf States Entergy New Orleans $ 21 N/A N/A
Inventory

Construction and Service of ETHC Entergy Arkansas $ 4,665 5-01-97 Yes
Local Fiber

Construction and Service of ETHC Entergy Louisiana $ 23,540 5-01-97 Yes
Local Fiber

Construction and Service of ETHC Entergy Mississippi $ 108,069 5-01-97 Yes
Local Fiber

Capacity Use of Fiber Entergy Technology Entergy Services $ 704,836 1-01-97 Yes
Company

Entergy Arkansas EIS Entergy Arkansas Note 2 3-10-97 No
subcontracted with Entergy
Integrated Solutions (EIS)
for the acquisition of 10
ground source heat pumps,
related equipment and
materials, and associated
installation services to be
provided by Entergy Arkansas
to the Little Rock Air Force
Base (LRAFB). (1,4)

Entergy Arkansas EIS Entergy Arkansas Note 3 6-12-97 Yes
subcontracted with EIS for
the acquisition of 1525
ground source heat pumps,
related equipment and
materials, and associated
installation services to be
provided by Entergy Arkansas
to the LRAFB. (1,4)

NOTES

(1) Since the goods and services purchased by Entergy Arkansas from
EIS were not acquired for Entergy Arkansas' own account, but rather for
the benefit and account of its federal customer, the LRAFB and all
associated costs incurred by Entergy Arkansas were fully recovered from
the LRAFB, Entergy believes that these transactions essentially
represent a flow-through and not in substance affiliate transactions of
the type required to be reported under Item 8. See the Staff's No-
Action Letter pertaining to the LRAFB Project, dated July 31, 1996
(1996 SEC No-Act LEXIS 671 (July 31, 1996)).

(2) The amounts paid by Entergy Arkansas to EIS pursuant to this
subcontract (which amounts were fully reimbursed by the LRAFB) were
$56,376.

(3) The amounts paid by Entergy Arkansas to EIS pursuant to this
subcontract (which amounts were fully reimbursed by the LRAFB) were
$4,833,406.

(4) On 10/20/95 Entergy Arkansas subcontracted with EIS for the
acquisition of high efficiency lighting equipment, related control
systems, and associated installation services to be provided by Entergy
Arkansas to the LRAFB. The subcontract was completed prior to
12/31/96. The amounts paid by Entergy Arkansas to EIS pursuant to this
subcontract (which amounts were fully reimbursed by the LRAFB) were
$99,856.

The following contracts were in effect as of December 31, 1997

- - 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

Interstate FiberNet acts as exclusive agent to market all of Entergy
Technology Company's available capacity for point-to-point communication.
The compensation amount for 1997 was $691,091.

<PAGE>
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 was 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 owned 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,
Entergy Richmond Power Corporation sold its interest in the
project for $10 million, and was later liquidated.

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., which owns and operates 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 a FUCO under the
provisions of the Energy Act. In August 1995, Entergy, S.A. was
granted EWG status. In September 1997, the stock of Entergy
S.A. was contributed to Entergy Power Development Corporation.
Entergy S.A. was converted from an EWG to a FUCO in November
1997.

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 ("Transener, S.A."). Entergy Transener, S.A. was a
FUCO under the provisions of the Energy Act. In June 1997, the
stock of Entergy Transener, S.A. was contributed to Entergy
Power Development Corporation. Subsequent to this transfer,
Entergy Transener, S.A. sold its interest in Transener, S.A. for
$27.5 million and relinquished its FUCO exemption under the Act.
Entergy Transener, S.A. is in the process of liquidation.

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.
was established as an EWG under provisions of the Energy Act.
In June 1997, Entergy Pakistan, Ltd. was converted from an EWG
to a FUCO. Entergy Pakistan, Ltd.'s initial investment to
acquire its indirect 10% interest in The Hub Power Company,
Ltd., was $50.2 million. During 1996 and 1997, Entergy
Pakistan, Ltd. sold 50% of its interest in the Hub Power
Company, Ltd. for approximately $53 million. At December 31,
1997, Entergy Pakistan, Ltd. held an approximate 5.0% interest
in The Hub Power Company, Ltd.

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
Termoelectric Buenos Aires, S.A. Central Termoelectric Buenos
Aires, S.A. owns a 220 MW combined cycle gas turbine at the
Central Costanera S. A. power plant in Buenos Aires, Argentina.
These subsidiaries were EWGs under the provisions of the Energy
Act. In June 1997, these subsidiaries were converted from EWGs
to FUCOs.

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 2 thermal generating stations (254 MW) in Peru. EP Edegel,
Inc. was established as an EWG under the provisions of the
Energy Act. In June 1997, EP Edegel, Inc. was converted from an
EWG to a FUCO.

Entergy Corporation owns, 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"),
a FUCO under the Energy Act formed to provide operations and
management services to the Liberty Power Project in Pakistan.
Entergy Power Operations Corporation also owns, indirectly
through Entergy Power Operations Holdings, Ltd. 100% of the
outstanding capital stock of Entergy Power Operations UK
Limited, a FUCO formed to provide operations and maintenance
services to Entergy's Saltend power project in the United
Kingdom (described below).

In June 1997, Entergy Corporation, indirectly through wholly
owned subsidiaries Entergy Power Development Corporation,
Entergy Power Chile, Inc., and Entergy Power Chile, S.A.,
acquired an indirect 25% economic interest in Compania Electrica
San Isidro S.A. held by Inversiones Electricas Quillota, S.A., a
Chilean joint venture company. Compania Electrica San Isidro
S.A. owns a 370-megawatt power plant under construction in
central Chile. Entergy Power Chile, Inc., Entergy Power Chile
S.A., Inversiones Electricas Quillota S.A., and Compania
Electrica San Isidro S.A. are FUCOs under the Energy Act.

In July 1997, Entergy Corporation, indirectly through its
wholly owned subsidiary Entergy Power International Holdings
Corporation, formed a joint venture, Nantong Entergy Heat and
Power Co., Ltd., to construct a small cogeneration plant in
Nantong, China. A wholly owned subsidiary of Entergy Power
International Holdings Corporation, Entergy Electric Asia, Ltd.,
owns a 92% interest in the joint venture. Entergy Power
International Holdings Corporation, Entergy Electric Asia, Ltd.,
and Nantong Entergy Heat and Power Co., Ltd. are FUCOs under the
Energy Act.

In October 1997, Entergy Corporation, indirectly through a
wholly owned subsidiary of Entergy Power Development
Corporation, Entergy Power Kingsnorth, Ltd., acquired 100% of
the capital stock of Kingsnorth Power Ltd. Kingsnorth Power
Ltd. will develop, own, and operate a 740-megawatt power plant
in the United Kingdom. Entergy Power Kingsnorth, Ltd. and
Kingsnorth Power Ltd. are FUCOs under the Energy Act.

In December 1997, Entergy Corporation, indirectly through a
wholly owned subsidiary of Entergy Power Development
Corporation, Entergy Power Saltend, Ltd., acquired 100% of the
capital stock of Saltend Cogeneration Company Limited. Saltend
Cogeneration Company Limited will develop and own a 1200-
megawatt power plant in the United Kingdom. Non-resource
project financing for the project has been obtained and
construction of the power plant commenced in December 1997.
Entergy Power Saltend, Ltd. and Saltend Cogeneration Company
Limited are FUCOs under the Energy Act. Entergy's equity
contribution obligations under the project financing are
supported by a letter of credit issued through a credit facility
of Entergy Power Development Corporation. Entergy Corporation
has issued a $170 million guaranty of Entergy Power Development
Corporation's credit facility.

Entergy Corporation, through its subsidiaries, Entergy
International Holdings, Ltd., LLC, formerly Entergy Power
Development International Corporation, and Entergy Power Edesur
Holding, Ltd., holds a 10% interest in Distrilec, S.A., an
Argentina joint venture company. Distrilec S.A. holds a 51%
interest in Edesur, S.A., an Argentina company providing
electric distribution service to Buenos Aries, Argentina.
Entergy International Holdings, Ltd., LLC, Entergy Power Edesur
Holding, Ltd., and Edesur, S.A. are FUCOs under the provisions
of the Energy Act.

Entergy Corporation, through subsidiaries of Entergy
International Holdings, Ltd., LLC, formerly Entergy Power
Development International Corporation, acquired 100% of
CitiPower Pty, a company principally engaged in the ownership
and operation of facilities for the distribution of electricity
to customers in and around the City of Melbourne, Australia.

In February 1997, Entergy Corporation, through subsidiaries
of Entergy Power Development International Corporation (since
renamed Entergy International Ltd., LLC), completed the
acquisition of the outstanding capital stock of London
Electricity plc, a regional electric distribution company in the
United Kingdom providing service to customers in the greater
London area. London Electricity plc is also engaged in other
business activities, including ownership of an interest in a
1,000 MW gas-fired combined cycle generating station and several
private electric distribution systems.

Reference is hereby made to the Notification of Foreign
Utility Company Status on Form U-57 filed in respect to each
FUCO identified in this Form U5S in which Entergy owned an
interest at December 31, 1997 for the business address of such
FUCO. See "Item 1 - System Companies and Investments Therein as
of December 31, 1997" for information concerning the system
companies owning interests in such FUCOs and the nature of the
interest held.

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, 1997
*Consolidating Statement of Cash Flows for the Year Ended S-6
December 31, 1997
*Consolidating Balance Sheet as of December 31, 1997 S-10
*Consolidating Statement of Retained Earnings for the Year S-18
Ended December 31, 1997

Entergy Gulf States Corporation and Subsidiaries:
*Consolidating Statement of Income for the Year Ended S-22
December 31, 1997
*Consolidating Statement of Cash Flows for the Year Ended S-23
December 31, 1997
*Consolidating Balance Sheet as of December 31, 1997 S-24
*Consolidating Statement of Retained Earnings for the Year S-26
Ended December 31, 1997

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, 1997 and 1996 S-27
*Statements of Cash Flows, Years Ended
November 30, 1997 and 1996 S-28
*Balance Sheets, November 30, 1997 and 1996 S-29
*Notes to Financial Statements, November 30, 1997 and 1996 S-30

* Letter, dated April 28, 1998, 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.

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 1997 Financial Statements included in the Form 10-K for
the year ended December 31, 1997, 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, 1997, 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' 1997 Financial Statements
included in the Form 10-K for the year ended December 31, 1997, 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, 1997, 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' 1997 Financial Statements
included in the Form 10-K for the year ended December 31, 1997, 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, 1997, 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 1997 Financial Statements
included in the Form 10-K for the year ended December 31, 1997, 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, 1997, 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 1997 Financial
Statements included in the Form 10-K for the year ended December 31,
1997, 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, 1997, 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' 1997 Financial
Statements included in the Form 10-K for the year ended December 31,
1997, 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, 1997, 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 1997 Financial Statements
included in the Form 10-K for the year ended December 31, 1997, 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, 1997, 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, 1997 (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, 1997 (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, 1997 (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, 1997 (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, 1997 (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, 1997 (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, 1997 (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) Restated Articles of Incorporation of Entergy Enterprises,
Inc., as in effect December 28, 1992.

B-3(b) 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 November 17, 1997 (Filed as Exhibit 3(I)(f)1
to Form 10-K for the year ended December 31, 1997 in File No. 0-320).

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 POWER DEVELOPMENT CORPORATION

B-12(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-12(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-13(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-13(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-14(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-14(b) By-Laws of Varibus Corporation, as executed June 11, 1997 and
currently in effect.

POG

B-15(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-15(b) By-Laws of Prudential, Oil and Gas, Inc., as executed June
11, 1997 and currently in effect.

GSG&T

B-16(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-16(b) By-Laws of GSG&T, Inc., as executed June 11, 1997 and
currently in effect.

SOUTHERN GULF

B-17(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-17(b) By-Laws of Southern Gulf Railway Company, as executed June
11, 1997 and currently in effect.

ENTERGY POWER MARKETING CORPORATION

B-18(a) Certificate of Incorporation of Entergy Power Marketing
Corporation, as executed May 17, 1995 (Filed as Exhibit B-19(a) to Form
U5S for the year ended December 31, 1996).

B-18(b) By-Laws of Entergy Power Marketing Corporation, as of August
1, 1995 and currently in effect (Filed as Exhibit B-19(a) to Form U5S
for the year ended December 31, 1996).

ENTERGY POWER OPERATIONS CORPORATION

B-19(a) Certificate of Incorporation of Entergy Power Operations
Corporation, as executed April 17, 1995 (Filed as Exhibit B-20(a) to
Form U5S for the year ended December 31, 1996).

B-19(b) By-Laws of Entergy Power Operations Corporation, as of April
21, 1995 and currently in effect (Filed as Exhibit B-20(a) to Form U5S
for the year ended December 31, 1996).

ENTERGY TECHNOLOGY HOLDING COMPANY

B-20(a) Certificate of Incorporation of Entergy Technology Holding
Company, as executed February 12, 1996 (Filed as Exhibit B-22(a) to
Form U5S for the year ended December 31, 1996).

B-20(b) By-Laws of Entergy Technology Holding Company, as of February
12, 1996 and currently in effect (Filed as Exhibit B-22(a) to Form U5S
for the year ended December 31, 1996).

ENTERGY POWER GENERATION CORPORATION

*B-21(a) Certificate of Incorporation of Entergy Power Generation
Corporation, as executed August 22, 1997.

*B-21(b) By-Laws of Entergy Power Generation Corporation, as of
December 26, 1996 and currently in effect.

ENTERGY POWER INTERNATIONAL HOLDINGS CORPORATION

*B-22(a) Certificate of Incorporation of Entergy Power International
Holdings Corporation, as executed August 5, 1996.

*B-22(b) By-Laws of Entergy Power International Holdings Corporation,
as of January 16, 1996 and currently in effect.

ENTERGY INTERNATIONAL LTD, LLC

*B-23(a) Limited Liability Agreement of Entergy International Holding
Ltd. LLC.

*B-23(b) Limited Liability Agreement of Entergy International
Investments No. 1, Ltd. LLC.

*B-23(c) Limited Liability Agreement of Entergy International
Investments No. 2, Ltd. LLC.

*B-23(d) Limited Liability Agreement of Entergy International Ltd.
LLC.

ENTERGY CORPORATION

C-1(a) See C-2 (a) through C-7(f) 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) 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(c) 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(d) 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(e) 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(f) 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(g) 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(h) 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(i) 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(j) 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); C-2 to Form U5S for the
year ended December 31, 1995 (Fifty-third); and C-2(a) to Form U5S for
the year ended December 31, 1996 (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-second
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); A-2(a) to Rule 24
Certificate dated April 4, 1996 (Fifty-first); and A-2(a) to Rule 24
Certificate dated April 3, 1998 (Fifty-second)).

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 eleventh 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)); A-2(l) to Rule 24 Certificate dated April 21, 1995 in
File No. 70-7914 (Tenth); and A-2(a) to Rule 24 Certificate dated June
27, 1997 in File No. 70-8719 (Eleventh)).

ENTERGY NEW ORLEANS

C-5(a) 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
(Filed as Exhibit D-5 to Form U5S for the year ended December 31,
1996).

*F Entergy Arkansas Preferred Stock Redeemed During 1997; Entergy
Arkansas Long-Term Debt, including First Mortgage Bonds, Retired During
1997; Entergy Gulf States Preferred Stock Redeemed During 1997; Entergy
Gulf States Long-Term Debt Retired During 1997; Entergy Louisiana
Preferred Stock Redeemed During 1997; Entergy Louisiana Long-Term Debt,
including First Mortgage Bonds, Retired During 1997; Entergy
Mississippi Preferred Stock Redeemed During 1997; Entergy Mississippi
Long-Term Debt, including First Mortgage Bonds, Retired During 1997;
Entergy New Orleans Preferred Stock Redeemed During 1997; Entergy New
Orleans General & Refunding Mortgage Bonds Retired During 1997; and
System Energy Long-Term Debt, including First Mortgage Bonds Retired
during 1997.

*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 See "Item 1 System Companies and Investments Therein as of
December 31, 1997" for a copy of the organization chart of 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, 1997.

*I-1 Report of Independent Accountants, Financial Statements and Notes
to Financial Statements of Entergy Power Development Corporation for
the year ended December 31, 1997 (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 Operations Corporation for the
year ended December 31, 1997 (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 International LTD, LLC for the year
ended December 31, 1997 (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 Generation Corporation for the
year ended December 31, 1997 (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 International Holdings
Corporation for the year ended December 31, 1997 (Exhibit I-5 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, Entergy Power & Light 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 1997

Shares
Series Redeemed Consideration

9.92% Series 160,000 $4,000,000
8.52% Series 50,000 5,000,000
------- ----------
210,000 $9,000,000
======= ==========

Entergy Arkansas Long-Term Debt, including First Mortgage
Bonds, Retired During 1997*

Principal
Series Amount Consideration

5 7/8% Series Due 1997 $ 30,000,000 $ 30,000,000
10% Series Due 2020 87,587,000 87,587,000
------------ ------------
$117,587,000 $117,587,000
============ ============

<PAGE>

ITEM 4. SUPPORTING SCHEDULES (Continued)
EXHIBIT F

Entergy Gulf States Preferred Stock Redeemed During 1997

Shares
Series Redeemed Consideration

8.52% Series 500,000 $51,215,000
9.96% Series 350,000 35,901,500
8.64% Series 28,000 2,800,000
Adjustable Rate Series A, 7.42% 12,000 1,200,000
Adjustable Rate Series B, 7.47% 22,500 2,250,000
------- -----------
912,500 $93,366,500
======= ===========

Entergy Gulf States Long-Term Debt Retired During 1997*

Principal
Series Amount Consideration

5 3/8% Series Due 1997 $35,000,000 $ 35,000,000
6.99% Series Due 1997 75,000,000 75,000,000
6.75% Series Due 2003 5,000,000 4,979,200
6.77% Series Due 2005 12,000,000 11,917,000
8.70% Series Due 2024 5,050,000 5,343,708
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
Pollution Control Revenue Bonds
5.9% Due 2007 440,000 440,000
9.72% Debentures Due 1998 50,000,000 50,000,000
------------ ------------
$182,915,000 $183,104,908
============ ============

<PAGE>

ITEM 4. SUPPORTING SCHEDULES (Continued)
EXHIBIT F

Entergy Louisiana Preferred Stock Redeemed During 1997

Shares
Series Redeemed Consideration

12.64% Series 300,000 $7,500,000
------- ----------
300,000 $7,500,000
======= ==========

Entergy Louisiana Long-Term Debt, including First Mortgage
Bonds, Retired During 1997*

Principal
Series Amount Consideration

5 5/8% Series Due 1997 $16,000,000 $ 16,000,000
6 1/2% Series Due 1997 18,000,000 18,000,000
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 55,000 55,000
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
Jefferson Parish Pollution
Control Revenue Bonds
8% Due 1979-2009 50,000 50,000
Town of Homer Future Obligations
Due 1993-1997 25,400 25,400
Town of Lake Providence Future
Obligations Due 1994-2000 37,500 37,500
------------ ---------------
$ 34,287,900 $ 34,287,900
============ ===============
<PAGE>

ITEM 4. SUPPORTING SCHEDULES (Continued)
EXHIBIT F

Entergy Mississippi Preferred Stock Redeemed During 1997

Shares
Series Redeemed Consideration

9.16% Series 75,000 $7,500,000
9.76% Series 70,000 7,000,000
------- -----------
145,000 $14,500,000
======= ===========

Entergy Mississippi Long-Term Debt, including First Mortgage
Bonds, Retired During 1997*

Principal
Series Amount Consideration
General & Refunding Mortgage
Bonds 11.20% Series Due 1997 46,000,000 46,000,000
General & Refunding Mortgage
Bonds 6.95% Series Due 1997 50,000,000 50,000,000
Washington County Pollution
Control Revenue Bonds
7-1/2% Due 1991-2004 15,000 15,000
----------- ---------------
$96,015,000 $ 96,015,000
=========== ===============

<PAGE>

ITEM 4. SUPPORTING SCHEDULES (Concluded)
EXHIBIT F

Entergy New Orleans Long-Term Debt, including First Mortgage
Bonds, Retired During 1997*

Principal
Series Amount Consideration

5 7/8% Series Due 1997 $12,000,000 $ 12,000,000
----------- ---------------
$12,000,000 $ 12,000,000
=========== ===============

System Energy Long Term Debt, including First Mortgage Bonds
Retired During 1997*

Principal
Series Amount Consideration

11.375 % Series Due 2016 $10,000,000 $10,000,000
Grand Gulf Lease Obligation 7.02% 7,318,869 7,318,869
----------- -----------
$17,318,869 $17,318,869
=========== ===========

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

<PAGE>
SIGNATURES

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 INTERNATIONAL LTD LLC
ENTERGY OPERATIONS, INC.
ENTERGY SERVICES, INC.

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

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

By: /s/Naomi A. Nakagama
Naomi A. Nakagama
Senior Vice President, Finance and Treasurer

Dated: April 28, 1998

<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, 1997 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 March 4, 1998, which reports for Entergy Corporation
and Entergy Gulf States, Inc. include 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 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, 1997.

COOPERS & LYBRAND L.L.P.

New Orleans, Louisiana
April 23, 1998

<PAGE>

</TABLE>
<TABLE>
<CAPTION>

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME (LOSS)
YEAR ENDED DECEMBER 31, 1997
(In Thousands, Except Share Data)

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

<S> <C> <C> <C> <C> <C>
Operating Revenues:
Domestic electric $ 6,538,831 $ 1,022,890 $ 1,715,714 $ 2,061,511 $ 1,803,272
Natural gas 137,345 .... .... 42,654 ....
Steam products 43,664 .... .... 43,664 ....
Competitive growth businesses 2,841,881 (1,198,638) .... .... ....
Equity in earnings of subsidiaries .... 325,419 .... .... ....
------------------------------------------------------------------
Total 9,561,721 149,671 1,715,714 2,147,829 1,803,272
------------------------------------------------------------------
Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses 1,677,041 12,014 254,703 560,104 429,823
Purchased power 2,318,811 (709,465) 419,128 327,037 413,532
Nuclear refueling outages expenses 73,857 .... 27,969 10,829 18,634
Other operation and maintenance 1,886,149 976,685 360,860 316,253 318,856
Depreciation and decommissioning 980,008 (146,231) 166,652 214,644 172,035
Taxes other than income taxes 365,439 (1,030) 36,700 109,572 71,558
Other regulatory charges (credits) (18,545) .... 29,686 (26,611) 5,505
Amortization of rate deferrals 421,803 1 153,141 105,455 5,749
------------------------------------------------------------------
Total 7,704,563 131,974 1,448,839 1,617,283 1,435,692
------------------------------------------------------------------
Operating Income 1,857,158 17,697 266,875 530,546 367,580
------------------------------------------------------------------
Other Income:
Allowance for equity funds used during
construction 10,057 (2) 3,563 2,211 1,149
Miscellaneous - net (232,703) (4,960) 18,663 (272,135) (517)
------------------------------------------------------------------
Total (222,646) (4,962) 22,226 (269,924) 632
------------------------------------------------------------------
Interest and Other Charges:
Interest on long-term debt 797,266 (245,941) 95,122 163,146 116,715
Other interest - net 51,624 8,872 3,943 10,026 5,885
Distributions on preferred securities of subsidiary 21,319 (3,018) 5,100 6,901 6,300
Allowance for borrowed funds used during
construction (7,937) (1) (2,261) (1,829) (1,410)
------------------------------------------------------------------
Total 862,272 (240,088) 101,904 178,244 127,490
------------------------------------------------------------------

Income Before Income Taxes 772,240 252,823 187,197 82,378 240,722

Income Taxes 471,341 (182,995) 59,220 22,402 98,965
------------------------------------------------------------------

Net Income (Loss) 300,899 435,818 127,977 59,976 141,757

Preferred and Preference Dividend Requirements
and Other 53,216 1 10,988 23,865 13,355
------------------------------------------------------------------

Earnings (Loss) Applicable to Common Stock $ 247,683 $ 435,817 $ 116,989 $ 36,111 $ 128,402
==================================================================
Earnings per average common share
Basic and diluted $1.03
Dividends declared per common share $1.80
Average number of common shares outstanding
Basic 240,207,539
Diluted 240,297,842

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

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME (LOSS)
YEAR ENDED DECEMBER 31, 1997
(In Thousands, Except Share Data)

ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY
MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS

<S> <C> <C> <C> <C> <C>
Operating Revenues:
Domestic electric $ 937,395 $ 410,131 $ 633,698 $ .... $ ....
Natural gas .... 94,691 .... .... ....
Steam products .... .... .... .... ....
Competitive growth businesses .... .... .... .... 700,419
Equity in earnings of subsidiaries .... .... .... 325,419 ....
-----------------------------------------------------------------
Total 937,395 504,822 633,698 325,419 700,419
-----------------------------------------------------------------
Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses 199,880 141,902 48,475 .... ....
Purchased power 285,447 156,542 .... .... ....
Nuclear refueling outages expenses .... .... 16,425 .... ....
Other operation and maintenance 129,812 72,748 101,269 62,250 680,726
Depreciation and decommissioning 43,300 21,107 147,859 .... 1,395
Taxes other than income taxes 43,142 38,964 26,477 1,226 17,191
Other regulatory charges (credits) (20,731) (6,394) .... .... ....
Amortization of rate deferrals 119,797 37,662 .... .... ....
-----------------------------------------------------------------
Total 800,647 462,531 340,505 63,476 699,312
-----------------------------------------------------------------
Operating Income 136,748 42,291 293,193 261,943 1,107
-----------------------------------------------------------------
Other Income:
Allowance for equity funds used during
construction 543 380 2,209 .... ....
Miscellaneous - net 919 (77) 8,517 5,086 ....
-----------------------------------------------------------------
Total 1,462 303 10,726 5,086 ....
-----------------------------------------------------------------
Interest and Other Charges:
Interest on long-term debt 40,791 13,918 121,633 .... ....
Other interest - net 4,483 1,369 7,020 15,908 838
Distributions on preferred securities of subsidiary .... .... .... .... ....
Allowance for borrowed funds used during
construction (469) (286) (1,683) .... ....
-----------------------------------------------------------------
Total 44,805 15,001 126,970 15,908 838
-----------------------------------------------------------------

Income Before Income Taxes 93,405 27,593 176,949 251,121 269

Income Taxes 26,744 12,142 74,654 3,438 269
-----------------------------------------------------------------

Net Income (Loss) 66,661 15,451 102,295 247,683 ....

Preferred and Preference Dividend Requirements
and Other 4,044 965 .... .... ....
-----------------------------------------------------------------

Earnings (Loss) Applicable to Common Stock $ 62,617 $ 14,486 $ 102,295 $ 247,683 $ ....
=================================================================

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

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME (LOSS)
YEAR ENDED DECEMBER 31, 1997
(In Thousands, Except Share Data)

ENTERGY ENTERGY SYSTEM ENTERGY
POWER SERVICES FUELS ENTERPRISES
(unaudited)
<S> <C> <C> <C> <C>
Operating Revenues:
Domestic electric $ .... $ .... $ .... $ ....
Natural gas .... .... .... ....
Steam products .... .... .... ....
Competitive growth businesses 94,080 512,895 203,276 132,573
Equity in earnings of subsidiaries .... .... .... ....
----------------------------------------------------
Total 94,080 512,895 203,276 132,573
----------------------------------------------------
Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses 54,168 .... .... ....
Purchased power 7,660 .... .... ....
Nuclear refueling outages expenses .... .... .... ....
Other operation and maintenance 16,278 463,871 206,556 133,355
Depreciation and decommissioning 4,505 19,961 .... 42,319
Taxes other than income taxes 938 17,263 527 851
Other regulatory charges (credits) .... .... .... ....
Amortization of rate deferrals .... .... .... ....
----------------------------------------------------
Total 83,549 501,095 207,083 176,525
----------------------------------------------------
Operating Income 10,531 11,800 (3,807) (43,952)
----------------------------------------------------
Other Income:
Allowance for equity funds used during
construction .... .... .... ....
Miscellaneous - net 1,626 280 .... (25)
----------------------------------------------------
Total 1,626 280 .... (25)
----------------------------------------------------
Interest and Other Charges:
Interest on long-term debt .... .... .... ....
Other interest - net 1 2,551 2,812 5,660
Distributions on preferred securities of subsidiary .... .... .... ....
Allowance for borrowed funds used during
construction .... .... .... ....
----------------------------------------------------
Total 1 2,551 2,812 5,660
----------------------------------------------------

Income Before Income Taxes 12,156 9,529 (6,619) (49,637)

Income Taxes 4,269 9,529 (6,619) (16,667)
----------------------------------------------------

Net Income (Loss) 7,887 .... .... (32,970)

Preferred and Preference Dividend Requirements
and Other .... .... .... ....
----------------------------------------------------

Earnings (Loss) Applicable to Common Stock $ 7,887 $ .... $ .... $ (32,970)
====================================================

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

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1997
(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) $ 300,899 $ 435,818 $ 127,977 $ 59,976 $ 141,757
Noncash items included in net income
Gain on Cajun Settlement (246,022) .... .... (246,022) ....
Reserve for regulatory adjustments 381,285 .... .... 381,285 ....
Amortization of Rate Deferrals 421,803 1 153,141 105,455 5,749
Other regulatory charges (credits), net (18,545) .... 29,686 (26,611) 5,505
Depreciation, amortization and decommissioning 980,008 (141,505) 166,652 214,644 172,035
Deferred income taxes and investment tax credits (252,955) 29,445 (77,814) (52,486) (15,456)
Allowance for equity funds used during construction (10,057) 2 (3,563) (2,211) (1,149)
Equity in earnings of subsidiaries .... (325,419) .... .... ....
Accrued pension liability .... (3,793) .... .... ....
Provisions for estimated losses .... 50,944 9,594 (5,852) 3,986
Changes in working capital:
Receivables (99,411) 114,827 9,099 (19,679) 2,445
Fuel inventory 20,272 21,079 29,150 7,382 ....
Accounts payable 181,243 (213,209) (25,451) 16,999 9,140
Taxes accrued 143,151 (81,278) 23,133 12,171 17,853
Interest accrued (9,849) (6,874) 1,201 (4,497) (14,678)
Other working capital accounts (130,715) 47,818 (10,220) (58,019) 19,329
Common stock dividends received .... 550,200 .... .... ....
Change in other regulatory assets 28,016 (28,016) .... .... ....
Change in decommissioning trust (68,139) .... (24,956) (9,540) (11,191)
Proceeds from settlement of Cajun litigation 102,299 .... .... 102,299 ....
Other 1,349 92,665 26,111 (8,970) 5,801
-----------------------------------------------------------------
Net cash flow provided (used) by operating activities 1,724,632 542,705 433,740 466,324 341,126
-----------------------------------------------------------------

INVESTING ACTIVITIES:
Construction expenditures (847,223) 349,286 (140,913) (132,566) (84,767)
Allowance for equity funds used during construction 10,057 (2) 3,563 2,211 1,149
Nuclear fuel sales (expenditures) - net (89,237) (55,245) (59,104) (25,522) (43,332)
Proceeds from sale/leaseback of nuclear fuel 144,442 1 59,065 25,522 43,332
Aquisition of London Electricity, net of cash required (1,951,701) 1,951,701 .... .... ....
Aquisition of securities companies (87,669) 87,669 .... .... ....
Investment in nonregulated/nonutility properties 1,322 (1,322) .... .... ....
Proceeds from sale of Hub River and Transener stock 54,153 (54,153) .... .... ....
Proceeds from sale of non-utility property .... .... .... .... ....
Other (17,288) (648,290) .... .... ....
-----------------------------------------------------------------
Net cash flow provided (used) by investing activities (2,783,144) 1,629,645 (137,389) (130,355) (83,618)
-----------------------------------------------------------------

FINANCING ACTIVITIES:
Proceeds from issuance of:
General and refunding mortgage bonds 64,827 .... .... .... ....
First mortgage bonds 129,564 (45,500) 84,064 .... .....
Bank notes and other long-term debt 1,852,891 (1,807,391) 45,500 .... ....
Common stock 305,379 .... .... .... ....
Preferred securities of subsidiaries' trusts 382,323 (300,000) .... 82,323 .....
Retirement of:
First mortgage bonds (402,692) 96,865 (117,587) (132,240) (34,000)
General and refunding mortgage bonds (7,622) (88,378) .... .... ....
Other long-term debt (341,355) 276,892 .... (50,865) (288)
Redemption of preferred stock (124,367) .... (9,000) (93,367) (7,500)
Dividends paid:
Common stock (438,183) (550,200) (128,600) (77,200) (145,400)
Preferred stock (51,270) .... (11,194) (21,862) (13,251)
Change in advances from parent company .... 7,500 .... .... ....
Changes in short-term borrowings 142,025 1,331 .... .... (31,066)
Other .... .... .... .... ....
-----------------------------------------------------------------
Net cash flow provided (used) by financing activities 1,511,520 (2,408,881) (136,817) (293,211) (231,505)
-----------------------------------------------------------------

Effect of exchange rates on cash and cash equivalents (11,164) 11,164 .... .... ....
-----------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents 441,844 (225,367) 159,534 42,758 26,003
Cash and cash equivalents at beginning of year 388,703 117,985 43,857 122,406 23,746
-----------------------------------------------------------------
Cash and cash equivalents at end of year $ 830,547 $ (107,382) $ 203,391 $ 165,164 $ 49,749
=================================================================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1997
(In Thousands)

ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY
OPERATING ACTIVITIES: MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS

<S> <C> <C> <C> <C> <C>
Net Income (Loss) $ 66,661 $ 15,451 $ 102,295 $ 247,683 $ ....
Noncash items included in net income
Gain on Cajun Settlement .... .... .... .... ....
Reserve for regulatory adjustments .... .... .... .... ....
Amortization of Rate Deferrals 119,797 37,662 .... .... ....
Other regulatory charges (credits), net (20,731) (6,394) .... .... ....
Depreciation, amortization and decommissioning 43,300 21,107 147,859 1,442 1,395
Deferred income taxes and investment tax credits (32,204) (1,957) (39,370) 898 1,156
Allowance for equity funds used during construction (543) (380) (2,209) .... ....
Equity in earnings of subsidiaries .... .... .... (325,419) ....
Accrued pension liability .... .... .... .... ....
Provisions for estimated losses .... .... 43,216 .... ....
Changes in working capital:
Receivables 2,978 (1,260) (9,543) (8,683) (11,149)
Fuel inventory 3,275 .... .... .... ....
Accounts payable (9,246) 540 11,172 (3,690) 9,112
Taxes accrued 5,832 4,066 7,852 .... ....
Interest accrued (6,600) (276) 8,127 .... ....
Other working capital accounts (12,283) (18,148) 19,054 (400) 15
Common stock dividends received .... .... .... 550,200 ....
Change in other regulatory assets
Change in decommissioning trust .... .... (22,452) .... ....
Proceeds from settlement of Cajun litigation .... .... .... .... ....
Other (1,150) (1,823) 12,145 43,479 (509)
----------------------------------------------------------
Net cash flow provided (used) by operating activities 159,086 48,588 278,146 505,510 20
----------------------------------------------------------

INVESTING ACTIVITIES:
Construction expenditures (50,334) (16,137) (35,141) (23,079) (61)
Allowance for equity funds used during construction 543 380 2,209 .... ....
Nuclear fuel sales (expenditures) - net .... .... (16,524) .... ....
Proceeds from sale/leaseback of nuclear fuel .... .... 16,524 .... ....
Aquisition of London Electricity, net of cash required .... .... .... .... ....
Aquisition of securities companies .... .... .... .... ....
Investment in nonregulated/nonutility properties .... .... .... .... ....
Proceeds from sale of Hub River and Transener stock .... .... .... .... ....
Proceeds from sale of non-utility property .... .... .... .... ....
Other .... .... .... (633,449) ....
----------------------------------------------------------
Net cash flow provided (used) by investing activities (49,791) (15,757) (32,932) (656,528) (61)
----------------------------------------------------------

FINANCING ACTIVITIES:
Proceeds from issuance of:
General and refunding mortgage bonds 64,827 .... .... .... ....
First mortgage bonds .... .... .... .... ....
Bank notes and other long-term debt .... .... .... .... ....
Common stock .... .... .... 305,379 ....
Preferred securities of subsidiaries' trusts .... .... .... .... ....
Retirement of:
First mortgage bonds .... (12,000) (10,000) .... ....
General and refunding mortgage bonds (96,000) .... .... .... ....
Other long-term debt (15) .... (7,319) .... ....
Redemption of preferred stock (14,500) .... .... .... ....
Dividends paid:
Common stock (59,200) (26,000) (113,800) (438,183) ....
Preferred stock (3,998) (965) .... .... ....
Change in advances from parent company .... .... .... .... ....
Changes in short-term borrowings (3,091) .... .... 166,000 44
Other .... .... .... .... ....
----------------------------------------------------------
Net cash flow provided (used) by financing activities (111,977) (38,965) (131,119) 33,196 44
----------------------------------------------------------

Effect of exchange rates on cash and cash equivalents .... .... .... .... ....
----------------------------------------------------------

Net increase (decrease) in cash and cash equivalents (2,682) (6,134) 114,095 (117,822) 3
Cash and cash equivalents at beginning of year 9,498 17,510 92,315 128,665 ....
----------------------------------------------------------
Cash and cash equivalents at end of year $ 6,816 $ 11,376 $ 206,410 $ 10,843 $ 3
==========================================================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1997
(In Thousands)

ENTERGY ENTERGY SYSTEM ENTERGY
OPERATING ACTIVITIES: POWER SERVICES FUELS ENTERPRISES
(unaudited)
<S> <C> <C> <C> <C>
Net Income (Loss) $ 7,887 $ .... $ .... $ (32,970)
Noncash items included in net income
Gain on Cajun Settlement .... .... .... ....
Reserve for regulatory adjustments .... .... .... ....
Amortization of Rate Deferrals .... .... .... ....
Other regulatory charges (credits), net .... .... .... ....
Depreciation, amortization and decommissioning 4,505 19,961 3,284 42,319
Deferred income taxes and investment tax credits 1,297 (4,010) 35 (3,599)
Allowance for equity funds used during construction .... .... .... ....
Equity in earnings of subsidiaries .... .... .... ....
Accrued pension liability .... (3,793) .... ....
Provisions for estimated losses .... .... .... ....
Changes in working capital:
Receivables (26,663) 11,274 57,184 9,413
Fuel inventory 1,544 .... .... ....
Accounts payable 2,801 (4,337) (45,486) 6,480
Taxes accrued 1,607 .... (8,105) (2,536)
Interest accrued .... .... .... ....
Other working capital accounts (233) (16,876) (4,238) (878)
Common stock dividends received .... .... .... ....
Change in other regulatory assets .... .... .... ....
Change in decommissioning trust .... .... .... ....
Proceeds from settlement of Cajun litigation .... .... .... ....
Other 1,021 11,308 (1,232) 7,833
-------------------------------------------------
Net cash flow provided (used) by operating activities (6,234) 13,527 1,442 26,062
-------------------------------------------------

INVESTING ACTIVITIES:
Construction expenditures .... (14,150) .... (789)
Allowance for equity funds used during construction .... .... .... ....
Nuclear fuel sales (expenditures) - net .... .... .... ....
Proceeds from sale/leaseback of nuclear fuel .... .... .... ....
Aquisition of London Electricity, net of cash required .... .... .... ....
Aquisition of securities companies .... .... .... ....
Investment in nonregulated/nonutility properties .... .... .... ....
Proceeds from sale of Hub River and Transener stock .... .... .... ....
Proceeds from sale of non-utility property .... .... .... ....
Other 106 .... .... (32,235)
-------------------------------------------------
Net cash flow provided (used) by investing activities 106 (14,150) .... (33,024)
-------------------------------------------------

FINANCING ACTIVITIES:
Proceeds from issuance of:
General and refunding mortgage bonds .... .... .... ....
First mortgage bonds .... .... .... ....
Bank notes and other long-term debt .... .... .... ....
Common stock .... .... .... ....
Preferred securities of subsidiaries' trusts .... .... .... ....
Retirement of:
First mortgage bonds .... .... .... ....
General and refunding mortgage bonds .... .... .... ....
Other long-term debt .... .... (2,985) (2,991)
Redemption of preferred stock .... .... .... ....
Dividends paid:
Common stock .... .... .... ....
Preferred stock .... .... .... ....
Change in advances from parent company .... .... .... 7,500
Changes in short-term borrowings .... 12,052 (583) ....
Other .... .... .... ....
-------------------------------------------------
Net cash flow provided (used) by financing activities .... 12,052 (3,568) 4,509
-------------------------------------------------

Effect of exchange rates on cash and cash equivalents .... .... .... ....
-------------------------------------------------

Net increase (decrease) in cash and cash equivalents (6,128) 11,429 (2,126) (2,453)
Cash and cash equivalents at beginning of year 22,804 22,374 2,126 21,387
-------------------------------------------------
Cash and cash equivalents at end of year $ 16,676 $ 33,803 $ .... $ 18,934
=================================================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31,1997
(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 $ 85,067 $ (35,550) $ 6,076 $ 10,549 $ 5,148
Temporary cash investments:
Associated companies .... 139,534 41,389 37,389 ....
Other 700,431 (211,366) 110,877 117,226 44,601
Special deposits 45,049 .... 45,049 .... ....
------------------------------------------------------------
Total cash and cash equivalents 830,547 (107,382) 203,391 165,164 49,749
Notes receivable 8,157 (8,157) .... .... ....
Accounts receivable:
Customer 489,785 (178,589) 73,729 101,553 70,723
Allowance for doubtful accounts (31,700) 25,291 (1,819) (1,791) (1,157)
Associated companies .... 314,828 46,166 9,024 15,035
Other 225,523 (144,860) 10,282 32,837 7,441
Accrued unbilled revenues 580,194 (287,803) 89,616 74,825 61,874
Bulk power receivable:
Associated companies .... 33,750 .... .... ....
Other .... 12,932 .... .... ....
Deferred fuel costs 150,596 4,545 .... 145,757 ....
Accumulated deferred income taxes .... 22,093 .... 22,093 ....
Recoverable income taxes .... 2,618 .... .... ....
Fuel inventory - at average cost and LIFO 119,331 (8,020) 28,169 37,627 ....
Materials and supplies - at average cost 367,870 (7,367) 79,692 104,690 82,850
Rate deferrals 259,628 1 75,249 21,749 ....
Prepayments and other 171,391 (10,019) 32,982 21,680 48,963
------------------------------------------------------------
Total 3,171,322 (336,139) 637,457 735,208 335,478
------------------------------------------------------------

Other Property and Investments:
Common stock of subsidiaries consolidated .... 6,832,590 .... .... ....
Decommissioning trust funds 589,050 1 250,573 187,462 65,104
Investment in subsidiary companies - at equity 211 34,022 11,213 .... 14,230
Other 794,558 (485,016) 4,939 176,953 22,525
------------------------------------------------------------
Total 1,383,819 6,381,597 266,725 364,415 101,859
------------------------------------------------------------

Utility Plant:
Electric 25,310,122 (2,825,961) 4,650,065 7,168,668 5,058,130
Plant acquisition adjustment 439,160 (438,678) .... .... ....
Electric plant under leases 674,483 (233,513) .... .... ....
Property under capital leases - electric 134,278 232,926 53,843 67,946 233,513
Natural gas 169,964 .... .... 47,656 ....
Steam products 82,289 .... .... 82,289 ....
Construction work in progress 565,667 (200,791) 123,087 90,333 52,632
Nuclear fuel under capital leases 269,011 1 92,621 54,390 57,811
Nuclear fuel 72,875 .... .... 23,051 1,560
------------------------------------------------------------
Total 27,717,849 (3,466,016) 4,919,616 7,534,333 5,403,646
Less - Accumulated depreciation and amortization 9,585,021 (120,153) 2,116,826 2,996,147 2,021,392
------------------------------------------------------------
Utility plant - net 18,132,828 (3,345,863) 2,802,790 4,538,186 3,382,254
------------------------------------------------------------

Deferred Debits and Other Assets:
Rate deferrals 162,602 .... .... 98,410 ....
Accumulated deferred income taxes .... 27,785 .... .... ....
Deferred excess capacity .... .... .... .... ....
SFAS 109 regulatory asset - net 1,174,187 256 252,712 376,275 278,234
Long-term receivables 36,984 .... .... 36,984 ....
Unamortized loss on reaquired debt 196,891 (1) 53,780 48,417 33,468
CitiPower license (net of $25.6 million of amortization) 486,153 (486,153) .... .... ....
London Electricity License (net of $31.1 million of amortiaztion) 1,327,312 (1,327,312) .... .... ....
Other 928,602 (107,403) 93,413 290,742 44,107
------------------------------------------------------------
Total 4,312,731 (1,892,828) 399,905 850,828 355,809
------------------------------------------------------------
Total $ 27,000,700 $ 806,767 $4,106,877 $ 6,488,637 $ 4,175,400
============================================================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31,1997
(In Thousands)

ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY
ASSETS MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS
<S> <C> <C> <C> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $ 6,816 $ 4,321 $ 792 $ .... $ 3
Temporary cash investments:
Associated companies .... 1,918 55,891 2,947 ....
Other .... 5,137 149,727 7,896 ....
Special deposits .... .... .... .... ....
----------------------------------------------------------------
Total cash and cash equivalents 6,816 11,376 206,410 10,843 3
Notes receivable .... .... .... .... ....
Accounts receivable:
Customer 37,567 27,624 .... .... ....
Allowance for doubtful accounts (931) (711) .... .... ....
Associated companies 6,842 1,081 79,262 14,700 46,433
Other 4,139 4,155 4,140 .... ....
Accrued unbilled revenues 49,993 16,083 .... .... ....
Bulk power receivable:
Associated companies .... .... .... .... ....
Other .... .... .... .... ....
Deferred fuel costs .... 9,384 .... .... ....
Accumulated deferred income taxes .... .... .... .... ....
Recoverable income taxes .... .... .... .... ....
Fuel inventory - at average cost and LIFO 3,386 .... .... .... ....
Materials and supplies - at average cost 17,657 9,389 63,782 .... ....
Rate deferrals 127,295 35,336 .... .... ....
Prepayments and other 17,537 6,087 11,435 20,646 363
----------------------------------------------------------------
Total 270,301 119,804 365,029 46,189 46,799
----------------------------------------------------------------

Other Property and Investments:
Common stock of subsidiaries consolidated .... .... .... 6,832,590 ....
Decommissioning trust funds .... .... 85,912 .... ....
Investment in subsidiary companies - at equity 5,531 3,259 .... .... ....
Other 7,757 .... .... .... ....
----------------------------------------------------------------
Total 13,288 3,259 85,912 6,832,590 ....
----------------------------------------------------------------

Utility Plant:
Electric 1,687,400 508,338 3,025,389 .... 11,254
Plant acquisition adjustment .... .... .... .... ....
Electric plant under leases .... .... 440,970 .... ....
Property under capital leases - electric .... .... .... .... ....
Natural gas .... 122,308 .... .... ....
Steam products .... .... .... .... ....
Construction work in progress 22,960 19,184 36,445 .... 637
Nuclear fuel under capital leases .... .... 64,190 .... ....
Nuclear fuel .... .... .... .... ....
----------------------------------------------------------------
Total 1,710,360 649,830 3,566,994 .... 11,891
Less - Accumulated depreciation and amortization 656,828 355,854 1,086,820 .... 8,461
----------------------------------------------------------------
Utility plant - net 1,053,532 293,976 2,480,174 .... 3,430
----------------------------------------------------------------

Deferred Debits and Other Assets:
Rate deferrals .... 64,192 .... .... ....
Accumulated deferred income taxes .... .... .... .... ....
Deferred excess capacity .... .... .... .... ....
SFAS 109 regulatory asset - net 22,993 1,202 243,027 .... ....
Long-term receivables .... .... .... .... ....
Unamortized loss on reaquired debt 8,404 1,435 51,386 .... ....
CitiPower license (net of $25.6 million of amortization) .... .... .... .... ....
London Electricity License (net of $31.1 million of amortiaztion) .... .... .... .... ....
Other 71,043 14,282 206,503 89,315 1,012
----------------------------------------------------------------
Total 102,440 81,111 500,916 89,315 1,012
----------------------------------------------------------------
Total $ 1,439,561 $ 498,150 $ 3,432,031 $ 6,968,094 $ 51,241
================================================================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31,1997
(In Thousands)

ENTERGY ENTERGY SYSTEM ENTERGY
ASSETS POWER SERVICES FUELS ENTERPRISES
(unaudited)
<S> <C> <C> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $ 1,676 $ 8,601 $ .... $ 5,535
Temporary cash investments:
Associated companies .... .... .... ....
Other 15,000 25,202 .... 13,399
Special deposits .... .... .... ....
---------------------------------------------------
Total cash and cash equivalents 16,676 33,803 .... 18,934
Notes receivable .... .... .... ....
Accounts receivable:
Customer .... .... .... ....
Allowance for doubtful accounts .... .... .... ....
Associated companies 27,244 41,856 12,330 14,855
Other 9,873 1,064 1,757 4,975
Accrued unbilled revenues .... .... .... ....
Bulk power receivable:
Associated companies .... 33,750 .... ....
Other .... 12,932 .... ....
Deferred fuel costs .... .... .... ....
Accumulated deferred income taxes .... .... .... ....
Recoverable income taxes .... .... 2,618 ....
Fuel inventory - at average cost and LIFO 1,050 .... 41,079 ....
Materials and supplies - at average cost 2,124 .... .... 319
Rate deferrals .... .... .... ....
Prepayments and other .... 955 .... 724
---------------------------------------------------
Total 56,967 124,360 57,784 39,807
---------------------------------------------------

Other Property and Investments:
Common stock of subsidiaries consolidated .... .... .... ....
Decommissioning trust funds .... .... .... ....
Investment in subsidiary companies - at equity .... .... .... ....
Other .... .... .... 97,368
---------------------------------------------------
Total .... .... .... 97,368
---------------------------------------------------

Utility Plant:
Electric 184,507 165,986 24,424 ....
Plant acquisition adjustment 482 .... .... ....
Electric plant under leases .... .... .... ....
Property under capital leases - electric .... .... 11,902 ....
Natural gas .... .... .... ....
Steam products .... .... .... ....
Construction work in progress 335 19,263 .... ....
Nuclear fuel under capital leases .... .... .... ....
Nuclear fuel .... .... 48,264 ....
---------------------------------------------------
Total 185,324 185,249 84,590 ....
Less - Accumulated depreciation and amortization 89,475 109,167 23,898 ....
---------------------------------------------------
Utility plant - net 95,849 76,082 60,692 ....
---------------------------------------------------

Deferred Debits and Other Assets:
Rate deferrals .... .... .... ....
Accumulated deferred income taxes .... 6,012 .... 21,773
Deferred excess capacity .... .... .... ....
SFAS 109 regulatory asset - net .... .... .... ....
Long-term receivables .... .... .... ....
Unamortized loss on reaquired debt .... .... .... ....
CitiPower license (net of $25.6 million of amortization) .... .... .... ....
London Electricity License (net of $31.1 million of amortiaztion) .... .... .... ....
Other 297 10,414 71 ....
---------------------------------------------------
Total 297 16,426 71 21,773
---------------------------------------------------
Total $ 153,113 $ 216,868 $ 118,547 $ 158,948
===================================================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1997
(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 $ 390,674 $ (33,814) $ 60,650 $ 190,890 $ 35,300
Notes payable:
Associated companies .... 147,072 .... .... ....
Other 428,964 (240,813) 667 .... ....
Accounts payable:
Associated companies .... 278,509 59,438 48,726 43,508
Other 915,800 (498,128) 76,405 109,444 95,886
Bulk power payable:
Associated companies .... 15,530 .... .... ....
Other .... 42,309 .... .... ....
Customer deposits 178,162 (28,017) 23,437 30,311 55,331
Taxes accrued 359,996 (91,296) 77,327 48,318 25,243
Accumulated deferred income taxes 56,524 31,536 32,239 .... ....
Interest accrued 214,763 (42,614) 28,826 45,154 34,571
Dividends declared 8,166 (4,913) .... .... 3,253
Deferred fuel cost .... 19,512 16,244 .... 3,268
Co-owner advances .... 7,666 7,666 .... ....
Obligations under capital leases 167,700 (247) 62,623 30,280 29,232
Other 81,303 12,300 21,696 21,032 8,578
--------------------------------------------------------------
Total 2,802,052 (385,408) 467,218 524,155 334,170
--------------------------------------------------------------

Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 4,567,052 (970,081) 759,489 1,124,644 813,748
Accumulated deferred investment tax credits 587,781 312 103,899 215,438 134,276
FERC Settlement - refund obligation .... 48,300 .... .... ....
Deferred revenue .... 49,392 .... .... ....
SFAS 109 regulatory liability - net .... .... .... .... ....
Obligations under capital leases 236,000 (659) 83,841 92,055 28,579
Other 1,857,514 (214,771) 169,884 923,409 137,318
--------------------------------------------------------------
Total 7,248,347 (1,087,507) 1,117,113 2,355,546 1,113,921
--------------------------------------------------------------

Long-term debt 9,068,325 (2,799,432) 1,244,860 1,702,719 1,338,464
Subsidiaries' preferred stock with sinking fund 185,005 .... 31,027 68,978 85,000
Subsidiary's preference stock 150,000 .... .... 150,000 ....
Company-obligated mandatorily redeemable
preferred securities of subsidiary trust holding
solely junior subordinated deferrable debentures 215,000 .... 60,000 85,000 70,000
Company-obligated redeemable preferred securities of
of subsidiary partnership holding solely junior subordinated
deferrable debentures 300,000 (300,000) .... .... ....
Notes payable to associated companies .... 34,000 .... .... ....

Shareholders' Equity:
Subsidiaries' preferred stock without sinking fund 338,455 .... 116,350 51,444 100,500
Common stock, $.01par value, authorized
500,000,000 shares; issued and outstanding
246,149,198 shares 2,461 .... .... .... ....
Common stock of subsidiaries .... 2,283,345 470 114,055 1,088,900
Paid in capital 4,613,572 2,107,948 590,134 1,152,575 ....
Capital stock expense and other .... (2,380) .... .... (2,321)
Retained earnings 2,157,912 956,201 479,705 284,165 46,766
Cumulative foreign currency translation (69,817) .... .... .... ....
Less - treasury stock (306,852 shares in 1997) 10,612 .... .... .... ....
--------------------------------------------------------------
Total common shareholders' equity 7,031,971 5,345,114 1,186,659 1,602,239 1,233,845
--------------------------------------------------------------

Total $27,000,700 $ 806,767 $ 4,106,877 $ 6,488,637 $ 4,175,400
==============================================================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1997
(In Thousands)

ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY
LIABILITIES AND SHAREHOLDERS' EQUITY MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS
<S> <C> <C> <C> <C> <C>
Current Liabilities:
Currently maturing long-term debt $ 20 $ .... $ 70,000 $ .... $ ....
Notes payable:
Associated companies 47,162 .... .... .... 14,952
Other .... .... .... 186,000 ....
Accounts payable:
Associated companies 36,057 15,922 29,131 4,331 24,134
Other 11,276 17,505 19,122 1,884 10,444
Bulk power payable:
Associated companies .... .... .... .... ....
Other .... .... .... .... ....
Customer deposits 24,084 16,982 .... .... ....
Taxes accrued 32,314 5,270 75,675 .... ....
Accumulated deferred income taxes 44,277 11,544 .... .... ....
Interest accrued 14,309 5,049 42,322 1,918 ....
Dividends declared .... .... .... .... ....
Deferred fuel cost .... .... .... .... ....
Co-owner advances .... .... .... .... ....
Obligations under capital leases .... .... 41,977 .... ....
Other 2,806 5,339 1,341 8,827 345
--------------------------------------------------------------
Total 212,305 77,611 279,568 202,960 49,875
--------------------------------------------------------------

Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 244,464 61,000 562,051 .... 299
Accumulated deferred investment tax credits 23,915 7,396 100,171 .... ....
FERC Settlement - refund obligation .... .... 48,300 .... ....
Deferred revenue .... .... .... .... ....
SFAS 109 regulatory liability - net .... .... .... .... ....
Obligations under capital leases .... .... 22,213 .... ....
Other 15,892 31,814 227,847 71,618 67
--------------------------------------------------------------
Total 284,271 100,210 960,582 71,618 366
--------------------------------------------------------------

Long-term debt 464,156 168,953 1,341,948 .... ....
Subsidiaries' preferred stock with sinking fund .... .... .... .... ....
Subsidiary's preference stock .... .... .... .... ....
Company-obligated mandatorily redeemable
preferred securities of subsidiary trust holding
solely junior subordinated deferrable debentures .... .... .... .... ....
Company-obligated redeemable preferred securities of
of subsidiary partnership holding solely junior subordinated
deferrable debentures .... .... .... .... ....
Notes payable to associated companies .... .... .... .... ....

Shareholders' Equity:
Subsidiaries' preferred stock without sinking fund 50,381 19,780 .... .... ....
Common stock, $.01par value, authorized
500,000,000 shares; issued and outstanding
246,149,198 shares .... .... .... 2,461 ....
Common stock of subsidiaries 199,326 33,744 789,350 .... 5
Paid in capital .... 36,294 .... 4,613,572 995
Capital stock expense and other (59) .... .... .... ....
Retained earnings 229,181 61,558 60,583 2,157,912 ....
Cumulative foreign currency translation .... .... .... (69,817) ....
Less - treasury stock (306,852 shares in 1997) .... .... .... 10,612 ....
--------------------------------------------------------------
Total common shareholders' equity 478,829 151,376 849,933 6,693,516 1,000
--------------------------------------------------------------

Total $ 1,439,561 $ 498,150 $3,432,031 $ 6,968,094 $ 51,241
==============================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1997
(In Thousands)

ENTERGY ENTERGY SYSTEM ENTERGY
LIABILITIES AND SHAREHOLDERS' EQUITY POWER SERVICES FUELS ENTERPRISES
(unaudited)
<S> <C> <C> <C> <C>
Current Liabilities:
Currently maturing long-term debt $ .... $ .... $ .... $ ....
Notes payable:
Associated companies .... 29,104 55,854 ....
Other .... .... .... 1,484
Accounts payable:
Associated companies 6,479 4,757 539 5,487
Other .... 52,411 12,600 10,695
Bulk power payable:
Associated companies .... 15,530 .... ....
Other .... 42,309 .... ....
Customer deposits .... .... .... ....
Taxes accrued 4,553 .... .... ....
Accumulated deferred income taxes .... .... .... ....
Interest accrued .... .... .... ....
Dividends declared .... .... .... ....
Deferred fuel cost .... .... .... ....
Co-owner advances .... .... .... ....
Obligations under capital leases .... .... 3,249 92
Other (60) 8,561 852 14,286
--------------------------------------------
Total 10,972 152,672 73,094 32,044
--------------------------------------------

Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 28,924 .... 2,352 ....
Accumulated deferred investment tax credits .... 2,733 265 ....
FERC Settlement - refund obligation .... .... .... ....
Deferred revenue .... .... .... 49,392
SFAS 109 regulatory liability - net .... .... .... ....
Obligations under capital leases .... .... 8,653 ....
Other 2,047 61,443 163 1,241
--------------------------------------------
Total 30,971 64,176 11,433 50,633
--------------------------------------------

Long-term debt .... .... .... 7,793
Subsidiaries' preferred stock with sinking fund .... .... .... ....
Subsidiary's preference stock .... .... .... ....
Company-obligated mandatorily redeemable
preferred securities of subsidiary trust holding
soley junior subordinated deferrable debentures .... .... .... ....
Company-obligated redeemable preferred securities of
of subsidiary partnership holding solely junior subordinated
deferrable debentures .... .... .... ....
Notes payable to associated companies .... .... 34,000

Shareholders' Equity:
Subsidiaries' preferred stock without sinking fund .... .... .... ....
Common stock, $.01par value, authorized
500,000,000 shares; issued and outstanding
246,149,198 shares .... .... .... ....
Common stock of subsidiaries 55 20 20 57,400
Paid in capital 174,950 .... .... 153,000
Capital stock expense and other .... .... .... ....
Retained earnings (63,835) .... .... (141,922)
Cumulative foreign currency translation .... .... .... ....
Less - treasury stock (306,852 shares in 1997) .... .... .... ....
--------------------------------------------
Total common shareholders' equity 111,170 20 20 68,478
--------------------------------------------

Total $ 153,113 $ 216,868 $ 118,547 $ 158,948
============================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENTS OF
RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)

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

<S> <C> <C> <C> <C> <C>
Retained Earnings, January 1, 1997 $ 2,341,703 $ 1,070,642 $ 491,316 $ 325,312 $ 63,764

Add:
Net Income (Loss) 247,683 489,034 127,977 59,976 141,757
--------------------------------------------------------------
Total 2,589,386 1,559,676 619,293 385,288 205,521
--------------------------------------------------------------

Deduct:
Dividends declared on:
Preferred and preference stock .... 50,487 10,988 21,862 13,016
Common stock 432,268 550,200 128,600 77,200 145,400
Capital stock and other expenses (794) 727 .... .... 339
Preferred and preference stock redemption .... 2,061 .... 2,061 ....
Common stock retirements .... .... .... .... ....
--------------------------------------------------------------
Total 431,474 603,475 139,588 101,123 158,755
--------------------------------------------------------------

Retained Earnings, December 31, 1997 $ 2,157,912 $ 956,201 $ 479,705 $ 284,165 $ 46,766
==============================================================

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

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENTS OF
RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)

ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY
RETAINED EARNINGS MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS

<S> <C> <C> <C> <C> <C>
Retained Earnings, January 1, 1997 $ 225,764 $ 73,072 $ 72,088 $ 2,341,703 $ ....

Add:
Net Income (Loss) 66,661 15,451 102,295 247,683 ....
--------------------------------------------------------------
Total 292,425 88,523 174,383 2,589,386 ....
--------------------------------------------------------------

Deduct:
Dividends declared on:
Preferred and preference stock 3,656 965 .... .... ....
Common stock 59,200 26,000 113,800 432,268 ....
Capital stock and other expenses 388 .... .... (794) ....
Preferred and preference stock .... .... .... .... ....
redemption
Common stock retirements .... .... .... .... ....
--------------------------------------------------------------
Total 63,244 26,965 113,800 431,474 ....
--------------------------------------------------------------

Retained Earnings, December 31, 1997 $ 229,181 $ 61,558 $ 60,583 $ 2,157,912 $ ....
==============================================================

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

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENTS OF
RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)

ENTERGY ENTERGY SYSTEM ENTERGY
RETAINED EARNINGS POWER SERVICES FUELS ENTERPRISES
(unaudited)
<S> <C> <C> <C> <C>
Retained Earnings, January 1, 1997 $ (71,722) $ .... $ .... $ (108,952)

Add:
Net Income (Loss) 7,887 .... .... (32,970)
------------------------------------------------
Total (63,835) .... .... (141,922)
------------------------------------------------

Deduct:
Dividends declared on:
Preferred and preference stock .... .... .... ....
Common stock .... .... .... ....
Capital stock and other expenses .... .... .... ....
Preferred and preference stock redemption .... .... .... ....
Common stock retirements .... .... .... ....
------------------------------------------------
Total .... .... .... ....
------------------------------------------------

Retained Earnings, December 31, 1997 $ (63,835) $ .... $ .... $ (141,922)
================================================

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

ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1997
(In Thousands)

INTERCOMPANY
ELIMINATIONS
AND ENTERGY Southern
CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG
(UNAUDITED)(UNAUDITED)(UNAUDITED)(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Revenues:
Electric $ 2,061,511 $ 5,908 $ 2,060,519 $ 3,593 $3,307 $ .... $....
Natural gas 42,654 .... 42,654 .... .... .... ....
Steam products 43,664 .... 43,664 .... .... .... ....
-------------------------------------------------------------------
Total 2,147,829 5,908 2,146,837 3,593 3,307 .... ....
-------------------------------------------------------------------

Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses 560,104 .... 560,104 .... .... .... ....
Purchased power 327,037 .... 327,037 .... .... .... ....
Nuclear refueling outage expense 10,829 .... 10,829 .... .... .... ....
Other operation and maintenance 316,253 3,598 319,871 5 9 .... (34)
Depreciation and decommissioning 214,644 158 212,836 1,740 226 .... ....
Taxes other than income taxes 109,572 .... 109,572 .... .... .... ....
Other regulatory charges (credits) (26,611) 1,973 (27,457) .... 2,819 .... ....
Amortization of rate deferrals 105,455 .... 105,455 .... .... .... ....
-------------------------------------------------------------------
Total 1,617,283 5,729 1,618,247 1,745 3,054 .... (34)
-------------------------------------------------------------------
Operating Income 530,546 179 528,590 1,848 253 .... 34
-------------------------------------------------------------------

Other Income:
Allowance for equity funds used during
construction 2,211 .... 2,211 .... .... .... ....
Miscellaneous - net (272,135) 2,561 (270,978) (64) (106) 1,414 160
-------------------------------------------------------------------
Total (269,924) 2,561 (268,767) (64) (106) 1,414 160
-------------------------------------------------------------------

Interest and Other Charges:
Interest on long-term debt 163,146 .... 163,146 .... .... .... ....
Other interest - net 10,026 1,237 10,392 752 119 .... ....
Distributions on preferred securities of subsidiary 6,901 .... 6,901 .... .... .... ....
Allowance for borrowed funds used during
construction (1,829) .... (1,829) .... .... .... ....
-------------------------------------------------------------------
Total 178,244 1,237 178,610 752 119 .... ....
-------------------------------------------------------------------

Income Before Income Taxes 82,378 1,503 81,213 1,032 28 1,414 194

Income Taxes 22,402 .... 21,237 430 11 638 86
-------------------------------------------------------------------

Net income 59,976 1,503 59,976 602 17 776 108

Preferred and preference dividend requirements 23,865 .... 23,865 .... .... .... ....
-------------------------------------------------------------------

Earnings applicable to common stock $ 36,111 $ 1,503 $ 36,111 $ 602 $ 17 $ 776 $108
===================================================================

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

ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1997
(In Thousands)

INTERCOMPANY
ELIMINATIONS
AND ENTERGY Southern
CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG
(UNAUDITED)(UNAUDITED)(UNAUDITED)(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net Income $ 59,976 $ 1,503 $ 59,976 $ 602 $ 17 $ 776 $ 108
Noncash items included in net income
Gain on Cajun Settlement (246,022) .... (246,022) .... .... .... ....
Reserve for regulatory adjustments 381,285 .... 381,285 .... .... .... ....
Amortization of rate deferrals 105,455 .... 105,455 .... .... .... ....
Other regulatory charges (credits) (26,611) 1,973 (27,457) .... 2,819 .... ....
Depreciation, amortization and decommissioning 214,644 158 212,836 1,740 226 .... ....
Deferred income taxes and investment tax credits (52,486) .... (52,486) .... .... .... ....
Allowance for equity funds used during construction (2,211) .... (2,211) .... .... .... ....
Changes in working capital:
Receivables (19,679) (9,124) (29,353) 93 931 (494) 20
Fuel inventory 7,382 .... 7,382 .... .... .... ....
Accounts payable 16,999 6,734 30,443 .... (98) (6,564) (48)
Notes payable associated companies .... .... .... .... .... .... ....
Taxes accrued 12,171 2,402 16,817 (2,401) 157 .... ....
Interest accrued (4,497) 407 (3,682) 11 (419) .... ....
Deferred fuel (46,254) .... (46,254) .... .... .... ....
Other working capital accounts (11,765) .... (11,765) .... .... .... ....
Decommissioning trust contributions and realized
change in trust assets (9,540) .... (9,540) .... .... .... ....
Provision for estimated losses and reserves (5,852) .... (5,852) .... .... .... ....
Proceeds from settlement of Cajun litigation 102,299 .... 102,299 .... .... .... ....
Other (8,970) (1,642) (16,892) 5 (1,524) 7,732 67
-------------------------------------------------------------------
Net cash flow provided by operating activities 466,324 2,411 464,979 50 2,109 1,450 147
-------------------------------------------------------------------

INVESTING ACTIVITIES:
Construction expenditures (132,566) .... (132,566) .... .... .... ....
Allowance for equity funds used during construction 2,211 .... 2,211 .... .... .... ....
Nuclear fuel purchases (25,522) .... (25,522) .... .... .... ....
Proceeds from sale/leaseback of nuclear fuel 25,522 .... 25,522 .... .... .... ....
-------------------------------------------------------------------
Net cash flow used by investing activities (130,355) .... (130,355) .... .... .... ....
-------------------------------------------------------------------

FINANCING ACTIVITIES:
Proceeds from issuance of preferred securities
of subsidiary trust 82,323 .... 82,323 .... .... .... ....
Changes in short-term borrowing .... (2,411) .... .... (2,411) .... ....
Retirement of long-term debt (183,105) .... (183,105) .... .... .... ....
Redemption of preferred stock (93,367) .... (93,367) .... .... .... ....
Dividends paid:
Common stock (77,200) .... (77,200) .... .... .... ....
Preferred stock (21,862) .... (21,862) .... .... .... ....
-------------------------------------------------------------------
Net cash flow used by financing activities (293,211) (2,411) (293,211) .... (2,411) .... ....
-------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents 42,758 .... 41,413 50 (302) 1,450 147
Cash and cash equivalents at beginning of year 122,406 .... 104,984 36 918 13,372 3,096
-------------------------------------------------------------------
Cash and cash equivalents at end of year $165,164 $ .... $ 146,397 $ 86 $ 616 $ 14,822 $ 3,243
===================================================================

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

ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1997
(In Thousands)

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

ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $ 10,549 $ .... $ 8,848 $ 86 $ 616 $ 993 $ 6
Temporary cash investments
Associated companies 37,389 .... 37,389 .... .... .... ....
Other 117,226 .... 100,160 .... .... 13,829 3,237
----------------------------------------------------------------------------
Total cash and cash equivalents 165,164 .... 146,397 86 616 14,822 3,243

Notes receivable associated companies .... 8,985 8,985 .... .... .... ....
Accounts receivable:
Customer 101,553 .... 100,742 .... .... 811 ....
Allowance for doubtful accounts (1,791) .... (1,791) .... .... .... ....
Associated companies 9,024 131 7,578 1,789 (889) .... 677
Other 32,837 .... 32,837 .... .... .... ....
Accrued unbilled revenues 74,825 .... 74,825 .... .... .... ....
Deferred fuel costs 145,757 .... 145,757 .... .... .... ....
Accumulated deferred income taxes 22,093 .... 18,314 .... 1,116 1,898 765
Fuel inventory - at average cost 37,627 .... 37,627 .... .... .... ....
Materials and supplies - at average cost 104,690 .... 104,690 .... .... .... ....
Rate deferrals 21,749 .... 21,749 .... .... .... ....
Prepayments and other 21,680 .... 21,680 .... .... .... ....
----------------------------------------------------------------------------
Total 735,208 9,116 719,390 1,875 843 17,531 4,685
----------------------------------------------------------------------------

Other Property and Investments:
Nonutility subsidiary companies .... 47,101 47,101 .... .... .... ....
Decommissioning trust funds 187,462 .... 187,462 .... .... .... ....
Other 176,953 .... 165,577 .... 9,907 1,469 ....
----------------------------------------------------------------------------
Total 364,415 47,101 400,140 .... 9,907 1,469 ....
----------------------------------------------------------------------------

Utility Plant:
Electric 7,168,668 .... 7,102,901 65,767 .... .... ....
Natural gas 47,656 .... 47,656 .... .... .... ....
Steam products 82,289 .... 82,289 .... .... .... ....
Property under capital leases - electric 67,946 .... 67,946 .... .... .... ....
Construction work in progress 90,333 .... 90,333 .... .... .... ....
Nuclear fuel under capital leases 54,390 .... 54,390 .... .... .... ....
Nuclear fuel 23,051 .... 23,051
----------------------------------------------------------------------------
Total 7,534,333 .... 7,468,566 65,767 .... .... ....
Less - Accumulated depreciation and amortization 2,996,147 .... 2,950,796 45,351 .... .... ....
----------------------------------------------------------------------------
Utility plant - net 4,538,186 .... 4,517,770 20,416 .... .... ....
----------------------------------------------------------------------------

Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 98,410 .... 98,410 .... .... .... ....
SFAS 109 regulatory asset - net 376,275 .... 376,275 .... .... .... ....
Unamortized loss on reacquired debt 48,417 .... 48,417 .... .... .... ....
Other regulatory assets 86,819 .... 86,819 .... .... .... ....
Long-term receivables 36,984 .... 36,984 .... .... .... ....
Other 203,923 .... 203,923 .... .... .... ....
----------------------------------------------------------------------------
Total 850,828 .... 850,828 .... .... .... ....
----------------------------------------------------------------------------
TOTAL $6,488,637 $ 56,217 $ 6,488,128 $ 22,291 $ 10,750 $ 19,000 $ 4,685
============================================================================

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

ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1997
(In Thousands)

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

CAPITALIZATION AND LIABILITIES
<S> <C> <C> <C> <C> <C> <C> <C>
Current Liabilities:
Currently maturing long-term debt $ 190,890 $ .... $ 190,890 $ .... $ .... $ .... $ ....
Notes payable associated companies .... 16,824 .... 8,985 7,839 .... ....
Accounts payable:
Associated companies 48,726 (676) 51,192 .... .... (3,142) ....
Other 109,444 .... 109,444 .... .... .... ....
Customer deposits 30,311 .... 30,311 .... .... .... ....
Taxes accrued 48,318 422 48,160 423 157 .... ....
Interest accrued 45,154 385 45,154 385 .... .... ....
Nuclear refueling reserve 3,386 .... 3,386 .... .... .... ....
Obligations under capital leases 30,280 .... 30,280 .... .... .... ....
Other 17,646 .... 17,646 .... .... .... ....
----------------------------------------------------------------------------
Total 524,155 16,955 526,463 9,793 7,996 (3,142) ....
----------------------------------------------------------------------------

Deferred Credits:
Accumulated deferred income taxes 1,124,644 .... 1,124,644 .... .... .... ....
Accumulated deferred investment tax credits 215,438 .... 215,438 .... .... .... ....
Obligations under capital leases 92,055 .... 92,055 .... .... .... ....
Deferred River Bend finance charges 9,330 .... 9,330 .... .... .... ....
Other 914,079 .... 911,261 .... 2,818 .... ....
----------------------------------------------------------------------------
Total 2,355,546 .... 2,352,728 .... 2,818 .... ....
----------------------------------------------------------------------------

Long-term debt 1,702,719 .... 1,702,719 .... .... .... ....
Preferred stock with sinking fund 68,978 .... 68,978 .... .... .... ....
Preference stock 150,000 .... 150,000 .... .... .... ....
Company - obligated mandatorily redeemable
preferred securities of subsidiary trust holding
solely junior subordinated deferrable debentures 85,000 .... 85,000 .... .... .... ....

Shareholder's Equity:
Preferred stock without sinking fund 51,444 .... 51,444 .... .... .... ....
Common stock, no par value, authorized
200,000,000 shares; issued and outstanding
100 shares in 1997 114,055 .... 114,055 .... .... .... ....
Common stock of subsidiaries .... 138 .... 25 1 100 12
Additional paid in capital 1,152,575 90,185 1,152,575 7,122 .... 40,466 42,597
Capital stock expense and other .... .... .... .... .... .... ....
Retained earnings 284,165 (51,061) 284,165 5,352 (65) (18,424) (37,924)
----------------------------------------------------------------------------
Total 1,602,239 39,262 1,602,239 12,499 (64) 22,142 4,685
----------------------------------------------------------------------------

TOTAL $6,488,637 $ 56,217 $6,488,127 $ 22,292 $ 10,750 $ 19,000 $ 4,685
============================================================================

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

ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)

Add:
Net Income (Loss) 59,976 1,503 59,976 602 17 776 108
-----------------------------------------------------------------------------
Total 385,288 (51,061) 385,288 5,352 (65) (18,424) (37,924)
-----------------------------------------------------------------------------

Deduct:
Dividends declared on:
Preferred and preference stock 21,862 .... 21,862 .... .... .... ....
Common stock 77,200 .... 77,200 .... .... .... ....
Capital stock and other expenses 2,061 .... 2,061 .... .... .... ....
-----------------------------------------------------------------------------
Total 101,123 .... 101,123 .... .... .... ....
-----------------------------------------------------------------------------

Retained Earnings, December 31, 1997 $ 284,165 $ (51,061) $284,165 $ 5,352 $ (65) $ (18,424) $ (37,924)
=============================================================================

</TABLE>
<PAGE>

THE ARKLAHOMA CORPORATION
STATEMENT OF OPERATIONS AND RETAINED EARNINGS
YEARS ENDED NOVEMBER 30, 1997 AND 1996
(IN THOUSANDS)

1997 1996

Revenues - Interest income $10 $9
- Other 1 -
---- ----
Total 11 9

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

Income before Federal
and state income taxes 3 1

Federal and state income taxes - -
---- ----
Net Income 3 1
---- ----

Retained Earnings - beginning of year 306 305

Less: Dividends Declared - -
---- ----

Retained Earnings - end of year $309 $306
==== ====

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, 1997 and 1996
(IN THOUSANDS)

1997 1996
OPERATING ACTIVITIES:

Net Income $3 $1
Changes in working capital:
Accounts receivable 29 67
Accounts payable (67) 74
Dividends payable - (290)
---- ----
Net cash flow used by operating activities (35) (148)
---- ----

Net (decrease) in cash
and cash equivalents (35) (148)

Cash and cash equivalents at
beginning of year 156 304
---- ----
Cash and cash equivalents at
end of year $121 $156
==== ====

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the year for income taxes $ - $3
==== ====

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

<PAGE>

THE ARKLAHOMA CORPORATION
BALANCE SHEETS
NOVEMBER 30, 1997 AND 1996
(IN THOUSANDS)

ASSETS
1997 1996
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 121 156
Accounts receivable - associated companies - 29
------ ------
Total 121 185
------ ------

Total $434 $498
====== ======

CAPITALIZATION AND LIABILITIES

Capitalization:
Common stock, $100 par value, authorized
12,000 shares; issued and outstanding, 500
shares $50 $50
Retained earnings 309 306
------ ------
Total 359 356
------ ------

Current Liabilities:
Other accounts payable 6 82
Accounts payable - associated companies 9 -
------ ------
Total 15 82
------ ------
Deferred Credits:
Deferred Income Taxes (SFAS 109) 60 60
------ ------

Total $434 $498
====== ======

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, 1997 AND 1996

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 $1,100,000
and $637,000 in fiscal years 1997 and 1996, 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 (Entergy Arkansas), (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,
1997, 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,
1997, is approximately $1,000 for book and tax return
purposes and begins to expire in 1998.

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
received payment from the stockholder companies in early
1997.

April 28, 1998

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, 1997, that the attached schedules represent
premium payments made to NEIL and NML during 1997 and
premium distributions and credits received from NML and NEIL
during 1997.

Sincerely,

/s/ Louis E. Buck, Jr.

Louis E. Buck, Jr.
Chief Accounting Officer

LEB/AR
Attachments

Premiums Payments - 1997

Company Insurer Policy Period Date Pymt Made Amount
<S> <C> <C> <C> <C> <C> <C>
EAI NML (2) 4/1/97-98 3/31/97 1,956,021 Premium

NEIL I (2) 9/15/97-98 9/12/97 873,713 Premium
NEIL I (2) 9/15/96-97 8/7/97 (16,697) Return Premium
NEIL I - GG (1) 9/15/97-98 9/12/97 148,607 Premium
NEIL I - GG (1) 9/15/96-97 8/7/97 (3,341) Return Premium

NEIL II (2) 11/15/97-98 11/13/97 2,071,833 Premium

ELI NML (3) 4/1/97-98 3/26/97 1,359,952 Premium

NEIL I (3) 9/15/97-98 9/12/97 650,921 Premium
NEIL I (3) 9/15/96-97 8/7/97 (11,942) Return Premium
NEIL I - GG (1) 9/15/97-98 9/12/97 71,834 Premium
NEIL I - GG (1) 9/15/96-97 8/7/97 (1,331) Return Premium

NEIL II (3) 11/15/97-98 11/13/97 1,892,024 Premium

EMI NEIL I - GG (1) 9/15/97-98 9/12/97 177,565 Premium
NEIL I - GG (1) 9/15/96-97 8/7/97 (3,776) Return Premium

ENOI NEIL I - GG (1) 9/15/97-98 9/12/97 98,098 Premium
NEIL I - GG (1) 9/15/96-97 8/7/97 (2,057) Return Premium

SERI NML (1) 4/1/97-98 3/26/97 1,562,046 Premium

NEIL II (1) 11/15/97-98 11/13/97 1,843,981 Premium

EGS NEIL I (4) 9/15/97-98 9/12/97 339,971 Premium

NEIL II (5) 11/15/97-98 11/13/97 2,042,731 Premium

(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 - 1997

Company Insurer Date of Distri Amount

EAI NML 2/27/97 263,210
NML 4/29/97 29,246

NEIL II 2/27/97 1,517,124
NEIL II 4/29/97 171,119

NEIL I 2/27/97 2,802,368
NEIL I 4/29/97 315,762
NEIL I - GG 2/27/97 94,426
NEIL I - GG 4/29/97 10,648

ELI NML 2/27/97 367,188
NML 4/29/97 40,799

NEIL II 2/27/97 970,057
NEIL II 4/29/97 109,492

NEIL I 2/27/97 375,803
NEIL I 4/29/97 42,375
NEIL I - GG 2/27/97 58,911
NEIL I - GG 4/29/97 6,638

EMI NEIL I - GG 2/27/97 103,539
NEIL I - GG 4/29/97 11,675

ENOI NEIL I - GG 2/27/97 53,290
NEIL I - GG 4/29/97 6,009

SERI NML 2/27/97 1,965,803
NML 4/29/97 218,423

NEIL II 2/27/97 1,397,563
NEIL II 4/29/97 157,632

EGS NEIL II (a) 2/27/97 664,623
NEIL II (a) 4/29/97 75,022

NEIL I (b) 2/27/97 208,979
NEIL I (b) 4/29/97 23,553

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

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

Exhibit B-3(a)

RESTATED ARTICLES OF INCORPORATION

ENTERGY ENTERPRISES, INC.

AS IN EFFECT DECEMBER 28, 1992

<PAGE>

RESTATED ARTICLES OF INCORPORATION
OF
ENTERGY ENTERPRISES, INC.

The name of the Corporation is Entergy Enterprises, Inc.;
and further

These Restated Articles of Incorporation of Entergy
Enterprises, Inc., do accurately copy the Articles of
Incorporation and all amendments thereto in effect at the date of
the restatement without substantive change except as made by any
new amendment or amendments contained in the restatement and
noted therein; and further

Each amendment reflected in this restatement has been
effected in conformity with law; and further

The date of incorporation of the Corporation was
December 30, 1983 and this restatement is dated as of the 10th
day of December, 1992.

The amendments contained in the restatement were approved by
unanimous written consent of the holder of all the common stock
of the Corporation, the only voting group entitled to vote on
such amendments. These amendments were duly filed with the
Louisiana Secretary of State on July 29, 1992 and September 21,
1992.<FN1>

ARTICLE I

Name

The name of the Corporation is ENTERGY ENTERPRISES, INC.<FN2>

ARTICLE II

Purpose

The purpose of the Corporation is to engage in any lawful
activity for which corporations may be formed under the Business
Corporation Law.

ARTICLE III

Capital

The Corporation has authority to issue an aggregate of
100,000 shares of capital stock, all of which are designated
common stock having no par value per share.<FN3>

ARTICLE IV

Shareholder Consents

Whenever the affirmative vote of shareholders on any
question is required to authorize or constitute corporate action,
the consent in writing to such action signed only by shareholders
holding that proportion of the total voting power which is
required by law or by these Articles of Incorporation for action
on the particular question, whichever requirement is higher,
shall be sufficient for the purpose, without necessity for a
meeting of shareholders.

ARTICLE V

Amendment of Articles

These Articles of Incorporation may be amended upon approval
of a majority of the voting power present at any annual or
special meeting of shareholders the notice of which sets forth
the proposed amendment or a summary of the changes to be made
thereby.

ARTICLE VI

Director's Proxies

Any director absent from a meeting of the Board of Directors
or any committee thereof may be represented by any other director
or shareholder, who may cast the vote of the absent director
according to the written instructions, general or special, of the
absent director.

ARTICLE VII

Duration

The duration of the Corporation shall be in perpetuity.

ENTERGY ENTERPRISES, INC.

By: /s/ Jack L. King
Jack L. King
President and Chief Operating
Officer

By: /s/ Michael G. Thompson
Michael G. Thompson
Senior Vice President, Chief
Legal Officer and Secretary

_______________________________
<FN1> The footnotes herein are not part of the Restated Articles of
Incorporation.
<FN2> As adopted, Article I stated the name of the Corporation as
Electec, Inc. On September 16, 1992, the name was changed to
Entergy Enterprises, Inc.
<FN3> As adopted, Article III authorized 25,000 shares of capital
stock. On July 27, 1992, the number of authorized shares was
increased to 100,000.

Exhibit B-14(b)

June 11, 1997

BYLAWS

VARIBUS CORPORATION
BYLAWS

VARIBUS CORPORATION

<PAGE>
ARTICLE I

Name

The name of the Corporation shall be VARIBUS
CORPORATION.

ARTICLE II

Shareholders' Meetings

All meetings of the Shareholders shall be held at the
principal office of the Corporation in the State of Texas.
With or without motion, the Chairman of the Board of
Directors of any meeting of the Shareholders may appoint
Inspectors and Tellers for such meeting who shall examine
into the qualifications of the Shareholders present in
person or represented at the meeting by proxy, report the
shares represented at the meeting and tabulate the vote on
such matters as may come before the meeting.

ARTICLE III

Annual Meeting

The Annual Meeting of the Shareholders of this
Corporation shall be held on the third Wednesday in
September in each year if not a legal holiday and, if a
legal holiday, then on the next succeeding Wednesday not a
legal holiday. In the event that such Annual Meeting is
omitted by oversight or otherwise on the date herein
provided for, the Directors shall cause a meeting in lieu
thereof to be held as soon thereafter as conveniently may
be, and any business transacted or elections held at such
meeting shall be as valid as if transacted or held at the
Annual Meeting. Such subsequent meeting shall be called in
the same manner and as provided for Special Shareholders'
Meetings.

ARTICLE IV

Special Meetings

Special meetings of the Shareholders of this
Corporation shall be held whenever called by the Chairman of
the Board of Directors, the President and Chief Executive
Officer, a Vice President or a majority of the Board of
Directors, or whenever the holder or holders of one-tenth
(1/10) of the shares of the capital stock issued and
outstanding and entitled to vote shall make written
application therefor to the Secretary or an Assistant
Secretary, stating the time and purpose of the meeting
applied for.

ARTICLE V

Notice of Shareholders' Meetings

Any meeting at which all Shareholders having voting
power in respect of the business to be transacted thereat
are present, either in person or represented by proxy, or of
which those not present have waived notice in writing, shall
be a legal meeting for the transaction of business,
notwithstanding that notice has not been given as
hereinbefore provided.

Any action required by law to be taken at a meeting of
the Shareholders, or any action which may be taken at a
meeting of the Shareholders, may be taken without a meeting
if a consent in writing, setting forth the action so taken,
shall be signed by all of the Shareholders entitled to vote
with respect to the subject matter thereof, and such consent
shall have the same force and effect as a unanimous vote of
Shareholders.

ARTICLE VI

Waiver of Notice

Notice of any Shareholders' Meeting may be waived by
any Shareholder and the presence at any meeting, either in
person or by proxy, of a shareholder having voting power in
respect of the business to be transacted thereat shall be
deemed as to such Shareholder a waiver of notice of the
meeting.

ARTICLE VII

Quorum

At any meeting of the Shareholders, a majority of the
shares of capital stock issued and outstanding and entitled
to vote in respect of the business to be transacted thereat,
represented by such Shareholders of record in person or by
proxy, shall constitute a quorum, but a less interest may
adjourn any meeting from time to time and the same shall be
held as adjourned without further notice. When a quorum is
present at any meeting, the vote of the holders of a
majority of the shares of capital stock entitled to vote
represented thereat shall decide all questions brought
before such meeting, unless the question is one upon which
by express provision of law or of the Articles of
Incorporation of the Corporation or of these Bylaws a larger
or different vote is required, in which case such express
provision shall govern and control the decision of such
question.

ARTICLE VIII

Proxy and Voting

Shareholders of record entitled to vote may vote at any
meeting either in person or by proxy in writing, which shall
be filed with the Secretary of the meeting before being
voted. Such proxies shall entitle the holders thereof to
vote at any adjournment of such meeting, but shall not be
valid after the final adjournment thereof or after eleven
(11) months from the date of its execution unless otherwise
provided in the proxy. Each holder of record of stock of
the Corporation shall be entitled to one vote for each share
of stock of such class standing in his name on the books of
the Corporation.

ARTICLE IX

Board of Directors

The number of directors which shall constitute the
whole Board of Directors shall be not less than three (3)
nor more than seven (7), with the exact number at any given
time to be fixed by the Board of Directors at any regular or
special meeting without the necessity of prior notice that
the matter of fixing the number of directors shall be a
matter for consideration at such meeting. Directors shall
be elected at each Annual Meeting of the Shareholders or at
any meeting held in the place thereof as hereinbefore
provided. The number of Directors may be increased to any
number greater than seven (7) or decreased to less than
three (3) from time to time by amendment of the Bylaws, but
no decrease shall have the effect of shortening the term of
any incumbent Director. Any directorship to be filled by
reason of an increase in the number of Directors may be
filled by election at an Annual Meeting or at a Special
Meeting of Shareholders called for that purpose or may be
filled by the Board of Directors for a term of office
continuing only until the next election of one or more
Directors by the Shareholders; provided that the Board of
Directors may not fill more than two such directorships
during the period between any two successive Annual Meetings
of Shareholders. Each Director elected by the Shareholders
shall serve until the next Annual Meeting and until such
Director's successor is duly elected and qualified except as
in these Bylaws may otherwise be provided. Directors need
not be Shareholders in the Corporation.

No person shall be eligible for election or re-election
as a Director of the Company after attaining age 65. Any
Director who is regularly employed by the Corporation or its
parent and who retires from active employment by the Company
or its parent, upon or prior to attaining age 65, or who
otherwise has his employment terminated for any reason,
shall, concurrently with such retirement or termination,
resign as a Director of the Company, and failing such
resignation may be removed without cause.

ARTICLE X

Power of Directors

The Board of Directors shall have the entire management
of the business of the Corporation. In the management and
control of the property, business and affairs of the
Corporation, the Board of Directors is hereby vested with all
the powers possessed by the Corporation itself, so far as
this delegation of authority is not inconsistent with the
laws of the State of Texas, with the Articles of
Incorporation of the Corporation or with these Bylaws. The
Board of Directors shall have power to determine what
constitutes net earnings, profits and surplus, respectively,
what amount shall be reserved for working capital and for any
other purposes, and what amount shall be declared as
dividends, and such determination of the Board of Directors
shall be final and conclusive.

ARTICLE XI

Fees of Directors and Others

The Board of Directors shall have power to fix and
determine the fee or fees to be paid members of the Board of
Directors or any Committees appointed by the Directors or
Shareholders for attendance at meetings of said Directors or
Committees. Any fees so fixed and determined by the Board of
Directors shall be subject to revision or amendment by the
Shareholders.

ARTICLE XII

Executive and Other Committees

The Board of Directors, by resolution adopted by a
majority of the number of Directors fixed by the Bylaws, may
elect from its number an Executive Committee of not less than
three nor more than five members, which Committee may
exercise the powers of the Board of Directors in the
management of the business of the Corporation when the Board
is not in session except where action of the Board of
Directors is specified or required by law. The Executive
Committee shall report its actions to the Board for approval.
The Executive Committee may make rules for the notice,
holding and conduct of its meetings and the keeping of the
records thereof.

The Board of Directors may likewise appoint from its
number or from the Shareholders other Committees from time to
time, the number composing such Committees and the powers
conferred upon the same to be determined by vote of the Board
of Directors.

ARTICLE XIII

Meetings

Regular Meetings of the Board of Directors shall be held
at such places within or without the State of Texas and at
such times as the Board by vote may determine from time to
time, and if so determined no notice thereof need be given.
Special Meetings of the Board of Directors may be held at
anytime or place, either within or without the State of
Texas, whenever called by the Chairman of the Board of
Directors, the President and Chief Executive Officer, a Vice
President, the Secretary, an Assistant Secretary or one or
more Directors, notice thereof being given to each Director
by the Secretary or an Assistant Secretary or officer calling
the meeting, or at any time without formal notice provided
all the Directors are present or those not present have
waived notice thereof. Notice of Special Meetings, stating
the time and place thereof, shall be given by mailing the
same to each Director at his residence or business address at
least two days before the meeting or by delivering the same
to him personally or by telephoning or telegraphing the same
to him at his residence or business address at least one day
before the meeting.

Any action required or permitted to be taken at a
meeting of the Board of Directors or any executive committee
may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the
members of the Board of Directors or executive committee, as
the case may be. Such consent shall have the same force and
effect as a unanimous vote at a meeting.

ARTICLE XIV

Quorum

A majority of the Board of Directors shall constitute
a quorum for the transaction of business, but a less number
may adjourn any meeting from time to time and the same may
be held without further notice. When a quorum is present
at any meeting, a majority vote of the members in
attendance thereat shall decide any question brought before
such meeting, except as otherwise provided by law or by
these Bylaws.

ARTICLE XV

Officers

The officers of this Corporation shall be a Chairman of
the Board of Directors, a President and Chief Executive
Officer, one or more Vice Presidents, a Secretary and a
Treasurer and such other officers and assistant officers as
are permitted or provided by these Bylaws and appointed by
the Board of Directors. The officers shall be elected by
the Board of Directors after its election by the
Shareholders, and a meeting may be held without notice for
this purpose immediately after the Annual Meeting of the
Shareholders and at the same place.

ARTICLE XVI

Eligibility of Officers

The Chairman of the Board of Directors may be, but need
not be, a Shareholder and shall be a Director of the
Corporation. The President and Chief Executive Officer,
Vice Presidents, Secretary, Treasurer and such other
officers as may be appointed may be, but need not be,
Shareholders or Directors of the Corporation. Any person
may hold more than one office provided the duties thereof
can be consistently performed by the same person, and except
that the Chairman of the Board of Directors and Secretary
shall not be the same person.

ARTICLE XVII

Additional Officers and Agents

The Board of Directors in its discretion may appoint
one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers or agents as it may deem
advisable, and prescribe the duties thereof.

ARTICLE XVIII

Chairman of the Board of Directors,
President and Chief Executive Officer

The Chairman of the Board of Directors shall be elected
from among the Directors of this Corporation. He may call
meetings of the Board of Directors and of any committee
thereof whenever he deems it necessary. When present, he
shall call to order and preside at all meetings of the
Shareholders of this Corporation and of the Board of
Directors. Subject to control of the Board of Directors, he
may perform all duties and exercise all powers as are
conferred by these Bylaws, or by law, on the President and
Chief Executive Officer except such duties as are required
by law to be performed by a President and Chief Executive
Officer, or a Vice President. In particular, the Chairman
of the Board of Directors is hereby prescribed as an officer
authorized to sign certificates representing shares to which
shareholders are entitled, as is permitted by Article 2.19A
of the Texas Business Corporation Act. The Chairman of the
Board of Directors shall perform such other duties and have
such other powers as the Board of Directors shall designate
from time to time.

In the absence of the Chairman of the Board of
Directors or if such office is vacant, the President and
Chief Executive Officer shall perform the duties of such
Chairman of the Board of Directors. The President and Chief
Executive Officer shall have general supervision over the
business and policies of this Corporation, subject to
control of the Board of Directors, and may perform all
duties and exercise all powers as are conferred by these
Bylaws, or by law. The President and Chief Executive
Officer or a Vice President, or such other officer or
officers as may be authorized by these Bylaws or such other
person as is thereunto specifically authorized by vote of
the Board of Directors, shall sign all bonds, deeds and
contracts of this Corporation. The President and Chief
Executive Officer or a Vice President or such other officer
or officers as these Bylaws may prescribe shall sign all
certificates representing shares of stock in this
Corporation to which Shareholders are entitled.

ARTICLE XIX

Vice Presidents

Except as especially limited by vote of the Board of
Directors, any Vice President shall perform the duties and
have the powers of the President during the absence or
disability of the President, and shall have the power to
sign all certificates of stock, bonds, deeds, and contracts
of the Corporation. He shall perform such other duties and
have such other powers as the Board of Directors, the
Chairman of the Board of Directors, or the President and
Chief Executive Officer shall designate from time to time.
From time to time, as it may determine advisable, the Board
of Directors may designate an Executive Vice President who,
in the absence or disability of the President, shall be the
managing executive officer of this Corporation. The
Executive Vice President shall possess all the powers
conferred by these Bylaws on other Vice Presidents and shall
perform such other duties and have such other powers as the
Board of Directors, the Chairman of the Board of Directors,
or the President and Chief Executive Officer may designate
from time to time.

ARTICLE XX

Secretary

The Secretary shall keep accurate minutes of all
meetings of the Shareholder, the Board of Directors and the
Executive or other committees of the Board of Directors,
respectively, shall perform all the duties commonly incident
to his office, and shall perform such other duties and have
such other powers as the Board of Directors shall designate
from time to time. The Secretary shall have the power,
together with the Chairman of the Board of Directors, the
President and Chief Executive Officer, or a Vice President,
to sign certificates of stock of the Corporation. In his
absence an Assistant Secretary or a Secretary pro tempore
shall perform his duties. The Secretary, any Assistant
Secretary and any Secretary pro tempore shall be sworn to
the faithful discharge of their duties.

ARTICLE XXI

Treasurer

The Treasurer, subject to the order of the Board of
Directors, shall have the care and custody of the money,
funds and securities owned or possessed by the Corporation
and shall have and exercise, under the supervision of the
Board of Directors, all the powers and duties commonly
incident to his office, and shall give bond (which shall be
in the custody of the Chairman of the Board of Directors) in
such form and with such sureties as shall be required by the
Board of Directors. He shall deposit all funds of the
Corporation in such bank or banks, trust company or trust
companies or with such firm or firms doing a banking
business as the Directors shall designate. He may endorse
for deposit or collection all checks, notes, et cetera,
payable to the Corporation or to its order, and may accept
drafts on behalf of the Corporation. He shall keep accurate
books of account of the Corporation's transactions which
shall be the property of the Corporation, and, together with
all its property in his possession, shall be subject at all
times to the inspection and control of the Board of
Directors.

All checks, drafts, notes, and other obligations for
the payment of money except bonds, debentures and notes
issued under an Indenture (with the exception of checks in
payment of dividends of this Company drawn on accounts
designated "Dividend Accounts" which shall be signed in the
manner authorized by the Board of Directors) shall be
signed, either manually or, if and to the extent authorized
by the Board of Directors, through facsimile, by the
Treasurer or an Assistant Treasurer or such other officer or
agent as the Board of Directors shall authorize and, with
the exception of checks in payment of not more than $1,000,
shall also be signed or countersigned as a condition to
their validity by the Chairman of the Board of Directors,
the President and Chief Executive Officer, a Vice President
or such other officer or agent as the Board of Directors
shall authorize; provided, however, that if the Treasurer
causes checks to be drawn in accordance with the foregoing
provisions and deposited in special funds to provide for the
payment of any payroll or for the payment of charges for
transportation by common carrier, checks drawn upon such
special funds may be signed manually by such person or
persons as the Treasurer shall designate, or, if and to the
extent authorized by the Board of Directors, through
facsimile, and need not be countersigned.

ARTICLE XXII

Removals

The Shareholders may, at any meeting called for the
purpose, by a vote of a majority of the shares of the
capital stock issued and outstanding and entitled to vote,
remove from office with or without cause, any Director or
other officer elected or appointed by the Shareholders or
Board of Directors and elect or appoint his successor. The
Directors, may, by vote of not less than a majority of the
entire Board, remove from office, with or without cause, any
officer or agent or member or members of any Committees
selected or appointed by them or by the Executive Committee.

ARTICLE XXIII

Vacancies

Any vacancy occurring in the Board of Directors (other
than a vacancy created by an increase in the number of
directors, which is governed by Article IX of these Bylaws)
may be filled for the unexpired term by the affirmative vote
of a majority of the remaining Directors though less than a
quorum of the Board of Directors, but vacancies in the Board
of Directors may be filled for the unexpired term by the
Shareholders having voting power at a meeting called for
that purpose, unless such vacancy shall have been filled by
the Directors.

ARTICLE XXIV

Capital Stock

The amount of capital stock shall be as fixed in the
Articles of Incorporation or in any lawful amendments
thereto and the votes of the Corporation from time to time.

ARTICLE XXV
Certificates of Stock

Every Shareholder shall be entitled to a certificate
or certificates representing shares of the capital stock of
the Corporation in such form, complying with law as may be
prescribed by the Board of Directors, duly numbered and
sealed with the corporate seal of the Corporation and
setting forth the number and kind of shares to which such
Shareholder is entitled. Such certificates shall be signed
by the Chairman of the Board of Directors, the President and
Chief Executive Officer or a Vice President and by the
Secretary or an Assistant Secretary. The Board of Directors
may also appoint one or more Transfer Agents and/or
Registrars for its stock of any class or classes and may
require stock certificates to be countersigned by one or
more of them. If certificates representing shares of
capital stock of this Corporation are signed by a Transfer
Agent and by a Registrar, the signatures thereon of the
Chairman of the Board of Directors, the President and Chief
Executive Officer, or a Vice President and the Secretary or
an Assistant Secretary of this Corporation, may be
facsimiles, engraved or printed. Any provisions of these
Bylaws with reference to the signing of stock certificates
shall include, in cases above permitted, such facsimile
signatures. In case any officer or officers who shall have
signed, or whose facsimile signature or signatures shall
have been used on, any such certificate or certificates,
shall cease to be such officer or officers of this
Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall
have been delivered by this Corporation, such certificate or
certificates may nevertheless be adopted by the Board of
Directors of this Corporation and be issued and delivered as
though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures
shall have been used thereon had not ceased to be such
officer or officers of this Corporation. Any stock
certificates bearing facsimile signatures of officers of
this Corporation, as above provided, may also bear a
facsimile of the seal of this Corporation.

ARTICLE XXVI

Transfer of Stock

Shares of stock may be transferred by delivery of the
certificate accompanied either by an assignment in writing on
the back of the certificate or by a written power of attorney
to sell, assign and transfer the same signed by the person
appearing by the certificate to be the owner of the shares
represented thereby. No transfer shall affect the right of
the Corporation to pay any dividend due upon the stock, or to
treat the holder of record as the holder in fact, until such
transfer is recorded upon the books of the Corporation or a
new certificate is issued to the person to whom it has been
so transferred. It shall be the duty of every Shareholder to
notify the Corporation of his post office address.

ARTICLE XXVII

Transfer Books

The Board of Directors shall have power to close the
stock transfer books of this Corporation for a period not
exceeding 50 days preceding the date of any meeting of
shareholders or the date for payment of any dividend or the
date for the allotment of rights or the date when any change
or conversion or exchange of capital stock shall go into
effect; provided, however, that in lieu of closing the stock
transfer books as aforesaid, the Board of Directors may fix
in advance a date, not exceeding 50 days preceding the date
of any meeting of shareholders or the date for the payment of
any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital
stock shall go into effect, as a record date for the
determination of the shareholders entitled to notice of, and
to vote at, any such meeting and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any
such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital
stock, and in such case only such shareholders as shall be
shareholders of record on the date so fixed shall be entitled
to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend,
or to receive such allotment of rights, or to exercise such
rights, as the case may be, notwithstanding any transfer of
any stock on the books of this Corporation after any such
record date fixed as aforesaid.

ARTICLE XXVIII

Loss of Certificates

In case of the loss, mutilation or destruction of a
certificate representing shares of stock, a duplicate
certificate may be issued upon such terms as the Board of
Directors may prescribe.

ARTICLE XXIX

Seal

The Seal of this Corporation shall consist of a flat-
faced circular die with words and figures "VARIBUS
CORPORATION 1970" cut or engraved thereon.

ARTICLE XXX

Books and Records

Unless otherwise expressly required by the laws of the
State of Texas, the books and the records of the Corporation
may be kept inside or outside of the State of Texas, or both,
at such place or places as may be designated from time to
time by the Board of Directors.

ARTICLE XXXI

Amendments

These Bylaws may be amended, added to, altered or
repealed by the Board of Directors of the Company. In the
event of any such amendment, alteration or repeal of these
Bylaws by the Board of Directors, the notice of the Annual
Meeting of the Shareholders which shall thereafter first be
sent to the Shareholders shall state that the Bylaws have
been so amended, added to, altered or repealed and shall
describe or set forth or be accompanied by statement
describing or setting forth such amendment, addition,
alteration or the text of any article which has been
repealed. Notwithstanding anything hereinabove contained,
these Bylaws may be amended, added to, altered or repealed at
any Annual or Special Meeting of the Shareholders by vote in
either case of a majority of the voting power of the shares
of the capital stock issued and outstanding and entitled to
vote in respect thereof, unless the question is one upon
which by express provisions of law or of the Articles of
Incorporation or of these Bylaws a larger or different vote
is required, in which case such express provision shall
govern and control the decision of such question, provided,
however, that notice is given in the call of said meeting
that an amendment, addition, alteration or repeal is to be
acted upon.

Exhibit B-15(b)

Effective June 11, 1997

BYLAWS

PRUDENTIAL OIL & GAS, INC.

<PAGE>
BYLAWS

PRUDENTIAL OIL & GAS, INC.

ARTICLE I

Name

The name of the Corporation shall be Prudential Oil &
Gas, Inc.

ARTICLE II

Shareholders' Meetings

All meetings of the shareholders shall be held at the
principal office of the Corporation in the State of Texas.
With or without motion, the Chairman of any meeting of the
Shareholders may appoint Inspectors and Tellers for such
meeting who shall examine into the qualifications of the
Shareholders present in person or represented at the meeting
by proxy, report the shares represented at the meeting and
tabulate the vote on such matters as may come before the
meeting.

ARTICLE III

Annual Meeting

The Annual Meeting of the Shareholders of this
Corporation shall be held on the third Thursday in March in
each year if not a legal holiday and, if a legal holiday,
then on the next succeeding Thursday not a legal holiday.
In the event that such Annual Meeting is omitted by
oversight or otherwise on the date herein provided for, the
Directors shall cause a meeting in lieu thereof to be held
as soon thereafter as conveniently may be, and any business
transacted or elections held at such meeting shall be as
valid as if transacted or held at the Annual Meeting. Such
subsequent meeting shall be called in the same manner and as
provided for Special Shareholder's Meetings.

ARTICLE IV

Special Meetings

Special Meetings of the Shareholders of this
Corporation shall be held whenever called by the Chairman of
the Board, President and Chief Executive Officer, a Vice
President or a majority of the Board of Directors, or
whenever the holder or holders of one-tenth (1/10) of the
shares of the capital stock issued and outstanding and
entitled to vote shall make written application therefor to
the Secretary or an Assistant Secretary, stating the time
and purpose of the meeting applied for.

ARTICLE V

Notice of Shareholders' Meetings

ARTICLE VI

Waiver of Notice

ARTICLE VII

Quorum

ARTICLE VIII

Proxy and Voting

ARTICLE IX

Board of Directors

No person shall be eligible for election or re-election
as a Director of the Company after attaining age seventy
(70). Any Director who retires from active employment by
the Company shall, concurrently with such retirement, resign
as a Director of the Company.

ARTICLE X

Power of Directors

The Board of Directors shall have the entire management
of the business of the Corporation. In the management and
control of the property, business and affairs of the
Corporation, the Board of Directors is hereby vested with
all the powers possessed by the Corporation itself, so far
as this delegation of authority is not inconsistent with the
laws of the State of Texas, with the Articles of
Incorporation of the Corporation or with these Bylaws. The
Board of Directors shall have power to determine what
constitutes net earnings, profits and surplus, respectively,
what amount shall be reserved for working capital and for
any other purposes, and what amount shall be declared as
dividends, and such determination of the Board of Directors
shall be final and conclusive.

ARTICLE XI

Fees of Directors and Others

The Board of Directors shall have power to fix and
determine the fee or fees to be paid members of the Board of
Directors or any Committees appointed by the Directors or
Shareholders for attendance at meetings of said Directors or
Committees. Any fees so fixed and determined by the Board
of Directors shall be subject to revision or amendment by
the Shareholders.

ARTICLE XII

Executive and Other Committees

The Board of Directors, by resolution adopted by a
majority of the number of Directors fixed by the Bylaws, may
elect from its number an Executive Committee of not less
than three nor more than five members, which Committee may
exercise the powers of the Board of Directors in the
management of the business of the Corporation when the Board
is not in session except where action of the Board of
Directors is specified or required by law. The Executive
Committee shall report its actions to the Board for
approval. The Executive Committee may make rules for the
notice, holding and conduct of its meetings and the keeping
of the records thereof.

The Board of Directors may likewise appoint from its
number or from the Shareholders other Committees from time
to time, the number composing such Committees and the powers
conferred upon the same to be determined by vote of the
Board of Directors.

ARTICLE XIII

Meetings

Regular Meetings of the Board of Directors shall be
held at such places within or without the State of Texas and
at such times as the Board by vote may determine from time
to time, and if so determined no notice thereof need be
given. Special Meetings of the Board of Directors may be
held at any time or place, either within or without the
State of Texas, whenever called by the Chairman of the Board
of Directors, the President and Chief Executive Officer, a
Vice President, the Secretary, an Assistant Secretary or a
Director, notice thereof being given to each Director by the
Secretary or an Assistant Secretary or officer calling the
meeting, or at any time without formal notice provided all
the Directors are present or those not present have waived
notice thereof. Notice of Special Meetings, stating the
time and place thereof, shall be given by mailing the same
to each Director at his residence or business address at
least two days before the meeting or by delivering the same
to him personally or by telephoning or telegraphing the same
to him at his residence or business address at least one day
before the meeting.

ARTICLE XIV

Quorum

A majority of the Board of Directors shall constitute a
quorum for the transaction of business, but a less number
may adjourn any meeting from time to time and the same may
be held without further notice. When a quorum is present at
any meeting, a majority vote of the members in attendance
thereat shall decide any question brought before such
meeting, except as otherwise provided by law or by these
Bylaws.

ARTICLE XV

Officers

The officers of this Corporation shall be a Chairman of
the Board of Directors, a President and Chief Executive
Officer, one or more Vice Presidents, a Secretary, and a
Treasurer, and such other officers and assistant officers as
are permitted or provided by these Bylaws and appointed by
the Board of Directors. The officers shall be elected by
the Board of Directors after its election by the
Shareholders, and a meeting may be held without notice for
this purpose immediately after the Annual Meeting of the
Shareholders and at the same place.

ARTICLE XVI

Eligibility of Officers

The Chairman of the Board of Directors and the
President may be, but need not be, Shareholders and shall be
Directors of the Corporation. The Vice President,
Secretary, Treasurer and such other officers as may be
appointed may be, but need not be, Shareholders or Directors
of the Corporation. Any person may hold more than one
office provided the duties thereof can be consistently
performed by the same person, and except that the President
and Secretary shall not be the same person.

ARTICLE XVII

Additional Officers and Agents

ARTICLE XVIII

Chairman of the Board of
Directors and President

The Chairman of the Board of Directors shall be elected
from among the Directors of this Corporation. He may call
meetings of the Board of Directors and of any committee
thereof whenever he deems it necessary. When present, he
shall call to order and preside at all meetings of the
Shareholders of this Corporation and of the Board of
Directors. Subject to control of the Board of Directors, he
may perform all duties and exercise all powers as are
conferred by these Bylaws, or by law, on the President and
Chief Executive Officer except such duties as are required
by law to be performed by a President and Chief Executive
Officer, or a Vice President. In particular, the Chairman
of the Board of Directors is hereby prescribed as an officer
authorized to sign certificates representing shares to which
shareholders are entitled, as is permitted by Article 2.19A
of the Texas Business Corporation Act. The Chairman of the
Board shall perform such other duties and have such other
powers as the Board of Directors shall designate from time
to time.

In the absence of the Chairman of the Board or if such
office is vacant, the President and Chief Executive Officer
shall perform the duties of such Chairman. The President
and Chief Executive Officer shall have general supervision
over the business and policies of this Corporation, subject
to control of the Board of Directors, and may perform all
duties and exercise all powers as are conferred by these
Bylaws, or by law. The President and Chief Executive
Officer or a Vice President, or such other officer or
officers as may be authorized by these Bylaws or such other
person as is thereunto specifically authorized by vote of
the Board of Directors, shall sign all bonds, deeds and
contracts of this Corporation. The President and Chief
Executive Officer or a Vice President or such other officer
or officers as these Bylaws may prescribe shall sign all
certificates representing shares of stock in this
Corporation to which Shareholders are entitled.

ARTICLE XIX

Vice Presidents

Except as especially limited by vote of the Board of
Directors, any Vice President shall perform the duties and
have the powers of the President during the absence or
disability of the President, and shall have the power to
sign all certificates of stock, bonds, deeds, and contracts
of the Corporation. He shall perform such other duties and
have such other powers as the Board of Directors, the
Chairman of the Board of Directors, or the President shall
designate from time to time. From time to time, as it may
determine advisable, the Board of Directors may designate an
Executive Vice President who, in the absence or disability
of the President, shall be the managing executive officer of
this Corporation. The Executive Vice President shall
possess all the powers conferred by these Bylaws on other
Vice Presidents and shall perform such other duties and have
such other powers as the Board of Directors, the Chairman of
the Board of Directors, or the President may designate from
time to time.

ARTICLE XX

Secretary

The Secretary shall keep accurate minutes of all
meetings of the Shareholders, the Board of Directors and the
Executive or other Committees of the Board of Directors,
respectively, shall perform all the duties commonly incident
to his office, and shall perform such other duties and have
such other powers as the Board of Directors shall designate
from time to time. The Secretary shall have the power,
together with the Chairman of the Board of Directors, the
President and Chief Executive Officer or a Vice President,
to sign certificates of stock of the Corporation. In his
absence, an Assistant Secretary or a Secretary pro tempore
shall perform his duties. The Secretary, any Assistant
Secretary and any Secretary pro tempore shall be sworn to
the faithful discharge of their duties.

ARTICLE XXI

Treasurer

The Treasurer, subject to the order of the Board of
Directors, shall have the care and custody of the money,
funds and securities owned or possessed by the Corporation
and shall have and exercise, under the supervision of the
Board of Directors, all the powers and duties commonly
incident to his office, and shall give bond (which shall be
in the custody of the Chief Executive Officer) in such form
and with such sureties as shall be required by the Board of
Directors. He shall deposit all funds of the Corporation in
such bank or banks, trust company or trust companies or with
such firm or firms doing a banking business as the Directors
shall designate. He may endorse for deposit or collection
all checks, notes, et cetera, payable to the Corporation or
to its order, and may accept drafts on behalf of the
Corporation. He shall keep accurate books of account of the
Corporation's transactions which shall be the property of
the Corporation, and, together with all its property in his
possession, shall be subject at all times to the inspection
and control of the Board of Directors.

All checks, drafts, notes, and other obligations for
the payment of money except bonds, debentures and notes
issued under an Indenture (with the exception of checks in
payment of dividends of this Company drawn on accounts
designated "Dividend Accounts" which shall be signed in the
manner authorized by the Board of Directors) shall be
signed, either manually or, if and to the extent authorized
by the Board of Directors, through facsimile, by the
Treasurer or an Assistant Treasurer or such other officer or
agent as the Board of Directors shall authorize and, with
the exception of checks in payment of not more than $1,000,
shall also be signed or countersigned as a condition to
their validity by the President, a Vice President or such
other officer or agent as the Board of Directors shall
authorize; provided, however, that if the Treasurer causes
checks to be drawn in accordance with the foregoing
provisions and deposited in special funds to provide for the
payment of any payroll or for the payment of charges for
transportation by common carrier, checks drawn upon such
special funds may be signed manually by such person or
persons as the Treasurer shall designate, or, if and to the
extent authorized by the Board of Directors, through
facsimile, and need not be countersigned.

ARTICLE XXII

Removals

ARTICLE XXIII

Vacancies

Any vacancy occurring in the Board of Directors (other
than a vacancy created by an increase in the number of
Directors, which is governed by Article IX of these Bylaws)
may be filled for the unexpired term by the affirmative vote
of a majority of the remaining Directors though less than a
quorum of the Board of Directors, but vacancies in the Board
of Directors may be filled for the unexpired term by the
Shareholders having voting power at a meeting called for
that purpose, unless such vacancy shall have been filled by
the Directors.

ARTICLE XXIV

Capital Stock

The amount of capital stock shall be as fixed in the
Articles of Incorporation or in any lawful amendments
thereto and the votes of the Corporation from time to time.

ARTICLE XXV

Certificates of Stock

Every Shareholder shall be entitled to a certificate or
certificates representing shares of the capital stock of the
Corporation in such form, complying with the law as may be
prescribed by the Board of Directors, duly numbered and
sealed with the corporate seal of the Corporation and
setting forth the number and kind of shares to which such
Shareholder is entitled. Such certificates shall be signed
by the Chairman of the Board of Directors, the President and
Chief Executive Officer or a Vice President and by the
Secretary or an Assistant Secretary. The Board of Directors
may also appoint one or more Transfer Agents and/or
Registrars for the stock of any class or classes and may
require stock certificates to be countersigned by one or
more of them. If certificates representing shares of
capital stock of this Corporation are manually signed either
by a Transfer Agent or by a Registrar, the signatures
thereon of the President and Chief Executive Officer or a
Vice President and the Secretary or an Assistant Secretary
of this Corporation may be facsimiles, engraved or printed.
Any provisions of these Bylaws with reference to the signing
of stock certificates, shall include, in cases above
permitted, such facsimile signatures. In case any officer or
officers who shall have signed or whose facsimile signature
or signatures shall have been used on, any such certificate
or certificates, shall cease to be such officer or officers
of this Corporation, whether because of death, resignation
or otherwise, before such certificate or certificates shall
have been delivered by this Corporation, such certificate or
certificates may nevertheless be adopted by the Board of
Directors of this Corporation and be issued and delivered as
though the person who signed such certificate or
certificates or whose facsimile signature or signatures
shall have been used thereon had not ceased to be such
officer or officers of this Corporation. Any stock
certificates bearing facsimile signatures of officers of
this Corporation, as above provided, may also bear a
facsimile of the seal of this Corporation.

ARTICLE XXVI

Transfer of Stock

Shares of stock may be transferred by delivery of the
certificate accompanied either by an assignment in writing
on the back of the certificate or by a written power of
attorney to sell, assign and transfer the same signed by the
person appearing by the certificate to be the owner of the
shares represented thereby. No transfer shall affect the
right of the Corporation to pay any dividend due upon the
stock, or to treat the holder of record as the holder in
fact, until such transfer is recorded upon the books of the
Corporation or a new certificate is issued to the person to
whom it has been so transferred. It shall be the duty of
every Shareholder to notify the Corporation of his post
office address.

ARTICLE XXVII

Transfer Books

The Board of Directors shall have power to close the
stock transfer books of this Corporation for a period not
exceeding 50 days preceding the date of any meeting of
shareholders or the date for payment of any dividend or the
date for the allotment of rights or the date when any change
or conversion or exchange of capital stock shall go into
effect; provided, however, that in lieu of closing the stock
transfer books as aforesaid, the Board of Directors may fix
in advance a date, not exceeding 50 days preceding the date
of any meeting of shareholders or the date for the payment
of any dividend, or the date for the allotment of rights, or
the date when any change or conversion or exchange of
capital stock shall go into effect, as a record date for the
determination of the shareholders entitled to notice of, and
to vote at, any such meeting and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any
such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of
capital stock, and in such case only such shareholders as
shall be shareholders of record on the date so fixed shall
be entitled to such notice of, and to vote at, such meeting
and any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to
exercise such rights, as the case may be, notwithstanding
any transfer of any stock on the books of this Corporation
after any such record date fixed as aforesaid.

ARTICLE XXVIII

Loss of Certificates

In case of the loss, mutilation or destruction of a
certificate representing shares of stock, a duplicate
certificate may be issued upon such terms as the Board of
Directors may prescribe.

ARTICLE XXIX

Seal

The seal of this Corporation shall consist of a flat-
faced circular die with the words and figures "Prudential
Oil & Gas, Inc. Corporate Seal 1962" cut or engraved
thereon.

ARTICLE XXX

Books and Records

Unless otherwise expressly required by the laws of the
State of Texas, the books and the records of the Corporation
may be kept inside or outside of the State of Texas, or
both, at such place or places as may be designated from time
to time by the Board of Directors.

ARTICLE XXXI

Amendments

These Bylaws may be amended, added to, altered or
repealed by the Board of Directors of the Company. In the
event of any such amendment, alteration or repeal of these
Bylaws by the Board of Directors, the notice of the Annual
Meeting of the Shareholders which shall thereafter first be
sent to the Shareholders shall state that the Bylaws have
been so amended, added to, altered or repealed and shall
describe or set forth or be accompanied by statement
describing or setting forth such amendment, addition,
alteration or the text of any article which has been
repealed. Notwithstanding anything hereinabove contained,
these Bylaws may be amended, added to, altered or repealed
at any Annual or Special Meeting of the Shareholders by vote
in either case of a majority of the voting power of the
shares of the capital stock issued and outstanding and
entitled to vote in respect thereof, unless the question is
one upon which by express provisions of law or of the
Articles of Incorporation or of these Bylaws a larger or
different vote is required, in which case such express
provision shall govern and control the decision of such
question, provided, however, that notice is given in the
call of said meeting that an amendment, addition, alteration
or repeal is to be acted upon.

Exhibit B-16(b)

Effective June 11, 1997

BYLAWS

GSG&T, INC.

<PAGE>
BYLAWS

GSG&T, INC.

ARTICLE I.

Name.

The name of this Corporation shall be GSG&T, Inc.

ARTICLE II.

Shareholders' Meetings.

All meetings of the Shareholders shall be held at the
principal office of the Company, 350 Pine Street, Beaumont,
Texas. With or without motion, the Chairman of any meeting
of the Shareholders may appoint Inspectors and Tellers for
such meeting who shall examine into the qualifications of
the Shareholders present in person or represented at the
meeting by proxy, report the shares represented at the
meeting and tabulate the vote on such matters as may come
before the meeting.

ARTICLE III.

Annual Meeting.

The Annual Meeting of the Shareholders of this
Corporation shall be held on the first Thursday in May in
each year if not a legal holiday and, if a legal holiday,
then on the next succeeding Thursday not a legal holiday.
In the event that such Annual Meeting is omitted by
circumstances beyond the control of the Company or otherwise
on the date herein provided for, the Directors shall cause a
meeting in lieu thereof to be held as soon thereafter as
conveniently may be, and any business transacted or
elections held at such meeting shall be as valid as if
transacted or held at the Annual Meeting. Such subsequent
meeting shall be called in the same manner and as provided
for Special Shareholders' Meetings.

ARTICLE IV.

Special Meetings.

ARTICLE V.

Notice of Shareholders' Meetings.

Written or printed notice of all Shareholders'
Meetings, stating the time and place, and, in the case of
Special Meetings, the purpose or purposes for which such
meetings are called, shall be delivered by the Secretary or
an Assistant Secretary, by mail, to each Shareholder of
record, having voting power in respect of the business to be
transacted thereat, at his or her registered address, at
least ten (10) and not more than fifty (50) days prior to
the date of the meeting, and the person giving such notice
shall make affidavit in relation thereto; provided that such
notice shall be deemed to be delivered when deposited in the
United States mail addressed to the Shareholder at his
address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid, and further
provided that notice of any such meeting shall be deemed to
be sufficiently delivered to any Shareholder who, while the
provisions of the Trading with the Enemy Act (Public Act No.
91 of the Sixty-fifth Congress of the United States of
America, as now or hereafter amended) shall be operative,
shall appear from the stock books to be or shall be known to
the Corporation to be an "enemy" or "ally of enemy" as
defined in the said Act and whose address appearing on such
stock books is outside the United States, or the mailing to
whom of notice shall at the time be prohibited by any other
law of the United States of America or by any executive
order or regulation issued or promulgated by any officer or
agency of the United States of America (a) if, at least ten
(10) days prior to the date of the meeting, a copy of the
notice of the meeting shall be mailed to any person or
agency who by any such law, order or regulation shall have
been duly designated to receive such notice or duly
designated or appointed as custodian of the property of such
Shareholder; or (b) if a brief notice of such meeting,
including, in the case of a Special Meeting, either a brief
statement of the objects for which such meeting is called or
a statement as to where there may be obtained a copy of a
written notice containing a statement of such objects, shall
be published by the Corporation at least once, not less than
ten (10) days before the meeting in a daily newspaper
published in the English language and of general circulation
in the City of Beaumont, Texas.

ARTICLE VI.

Waiver of Notice.

Notice of any Shareholders' Meeting may be waived by
any Shareholder and the presence at any meeting, either in
person or by proxy, of a Shareholder having voting power in
respect of the business to be transacted thereat shall be
deemed as to such Shareholder a waiver of notice of the
meeting.

ARTICLE VII.

Quorum.

ARTICLE VIII.

Proxy and Voting.

The voting power of the respective classes of stock of
the Corporation shall be as provided in Article Three of the
Articles of Incorporation of the Corporation. Shareholders
of record entitled to vote may vote at any meeting either in
person or by proxy in writing, which shall be filed with the
Secretary of the meeting before being voted. Such proxies
shall entitle the holders thereof to vote at any adjournment
of such meeting, but shall not be valid after the final
adjournment thereof or after eleven (11) months from the date
of its execution unless otherwise provided in the proxy.
Each holder of record of stock of the Corporation of any
class shall, as to all matters in respect of which such
class of stock has voting power, be entitled to one vote
for each share of stock of such class standing in his name
on the books of the Corporation.

ARTICLE IX.

Board of Directors.

ARTICLE X.

Powers of Directors.

The Board of Directors shall have the entire management
of the business of the Corporation. In the management and
control of the property, business and affairs of the
Corporation, the Board of Directors is hereby vested with
all the powers possessed by the Corporation itself, so far
as this delegation of authority is not inconsistent with the
laws of the State of Texas, with the Articles of
Incorporation of the Corporation or with these Bylaws. The
Board of Directors shall have power to determine what
constitutes net earnings, profits and surplus, respectively,
what amount shall be reserved for working capital and for
any other purposes, and what amount shall be declared as
dividends, and such determination of the Board of Directors
shall be final and conclusive.

ARTICLE XI.

Fees of Directors and Others.

The Board of Directors shall have power to fix and
determine the fee or fees to be paid members of the Board of
Directors or any Committees appointed by the Directors or
Shareholders for attendance at meetings of said Directors or
Committees. Any fees so fixed and determined by the Board
of Directors shall be subject to revision or amendment by
the Shareholders.

ARTICLE XII.

Executive and Other Committees.

The Board of Directors, by resolution adopted by a
majority of the number of Directors fixed by the Bylaws, may
elect from its number an Executive Committee of not less
than one, which Committee may exercise the powers of the
Board of Directors in the management of the business of the
Corporation when the Board is not in session except where
action of the Board of Directors is specified or required by
law. The Executive Committee shall report its actions to
the Board for approval. The Executive Committee may make
rules for the notice, holding and conduct of its meetings
and the keeping of the records thereof.

The Board of Directors may likewise appoint from its
number or from the Shareholders other Committees from time
to time, the number composing such Committees and the powers
conferred upon the same to be determined by vote of the
Board of Directors.

ARTICLE XIII.

Meetings.

Regular Meetings of the Board of Directors shall be
held at such places within or without the State of Texas and
at such times as the Board by vote may determine from time
to time, and if so determined no notice thereof need be
given. Special Meetings of the Board of Directors may be
held at any time or place, either within or without the
State of Texas, whenever called by the Chairman of the Board
of Directors, the President and Chief Executive Officer, a
Vice President, the Secretary, an Assistant Secretary or a
Director, notice thereof being given to each Director by the
Secretary or an Assistant Secretary or officer calling the
meeting, or at any time without formal notice provided all
the Directors are present or those not present have waived
notice thereof. Notice of Special Meetings, stating the
time and place thereof, shall be given by mailing the same
to each Director at his residence or business address at
least two days before the meeting or by delivering the same
to him personally or by telephoning or telegraphing the same
to him at his residence or business address at least one day
before the meeting.

ARTICLE XIV.
Quorum.

A majority of the Board of Directors shall constitute a
quorum for the transaction of business, but a less number
may adjourn any meeting from time to time and the same may
be held without further notice. When a quorum is present at
any meeting, a majority vote of the members in attendance
thereat shall decide any question brought before such
meeting, except as otherwise provided by law or by these
Bylaws.

ARTICLE XV.

Officers.

ARTICLE XVI.

Eligibility of Officers.

No officer need be a Shareholder or Director of the
Corporation, except that the Chairman of the Board of
Directors and Vice Chairmen of the Board of Directors must
be Directors. Any person may hold more than one office
provided the duties thereof can be consistently performed by
the same person.

ARTICLE XVII.

Additional Officers and Agents.

The Board of Directors in its discretion may appoint
one or more Assistant Secretaries one or more Assistant
Treasurers, and such other officers or agents as it may deem
advisable, and prescribe the duties thereof.

ARTICLE XVIII.

Chairman of the Board of Directors,
President and Chief Executive Officer.

The Chairman of the Board of Directors shall be elected
from among the Directors of this Corporation. He may call
meetings of the Board of Directors and of any committee
thereof whenever he deems it necessary. When present, he
shall call to order and preside at all meetings of the
Shareholders of this Corporation and of the Board of
Directors. Subject to control of the Board of Directors, he
may perform all duties and exercise all powers as are
conferred by these Bylaws, or by law, on the President and
Chief Executive Officer except such duties as are required
by law to be performed by a President and Chief Executive
Officer, or a Vice President. In particular, the Chairman
of the Board of Directors is hereby prescribed as an officer
authorized to sign certificates representing shares to which
shareholders are entitled, as is permitted by Article 2.19A
of the Texas Business Corporation Act. The Chairman of the
Board shall perform such other duties and have such other
powers as the Board of Directors shall designate from time
to time.

ARTICLE XIX.

Vice Presidents.

Except as especially limited by vote of the Board of
Directors, any Vice President shall perform the duties and
have the powers of the President during the absence or
disability of the President, and shall have the power to
sign all certificates of stock, bonds, deeds, and contracts
of the Corporation. He shall perform such other duties and
have such other powers as the Board of Directors, the
Chairman of the Board of Directors, any Vice Chairman of the
Board of Directors, or the President shall designate from
time to time. From time to time, as it may determine
advisable, the Board of Directors may designate one or more
Executive Vice Presidents who, in the absence or disability
of the President, shall be managing executive officers of
this Corporation; provided that priority for exercise of
such authority is granted to the Executive Vice Presidents
designated as "Senior" and is thereafter granted in order
of original election to such office. An Executive Vice
President shall possess all the powers conferred by these
Bylaws on other Vice Presidents and shall perform such other
duties and have such other powers as the Board of Directors,
the Chairman of the Board of Directors, a Vice Chairman of
the Board of Directors, or the President may designate from
time to time.

ARTICLE XX.

Secretary.

ARTICLE XXI.

Treasurer and Controller.

The Treasurer shall have and exercise, under the
supervision of the Board of Directors, all the powers and
duties commonly incident to his office, and shall give bond
(which shall be in the custody of the President) in such
form and with such sureties as shall be required by the
Board of Directors.

The Treasurer, or if one is elected and serving, the
Controller shall keep full and accurate accounts of receipts
and disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in the
name and to the credit of the Corporation, in such
depositories as may be designated by the Board of Directors.
The Controller shall have and exercise, under the
supervision of the Board of Directors, all the powers and
duties commonly incident to his office, and shall give bond
(which shall be in the custody of the Chief Executive
Officer) in such form and with such sureties as shall be
required by the Board of Directors.

ARTICLE XXII.

Removals.

The Shareholders may, at any meeting called for the
purpose, by a vote of a majority of the shares of the
capital stock issued and outstanding and entitled to vote,
remove from office any Director or other officer elected or
appointed by the Shareholders or Board of Directors and elect
or appoint his successor, but this provision is subject to
Paragraphs 6 and 12 of Clause B of Article Three of the Articles
of Incorporation of the Corporation. The Directors may, by
vote of not less than a majority of the entire Board, remove
from office any officer or agent or member or members of any
Committees selected or appointed by them or by the Executive
Committee.

ARTICLE XXIII.

Vacancies.

If the office of any officer or agent, one or more,
becomes vacant by reason of death, resignation, removal,
disqualification or otherwise, the Directors may, by a
majority vote, choose a successor or successors who shall
hold office for the unexpired term. The foregoing
provisions are, however, subject to Paragraphs 6 and 12 of
Clause B of Article Three of the Articles of Incorporation
of the Corporation.

ARTICLE XXIV.

Capital Stock.

The amount of capital stock, and of each class thereof,
shall be as fixed in the Articles of Incorporation or in any
lawful amendments thereto and the votes of the Corporation
from time to time.

ARTICLE XXV.

Certificates of Stock.

Every Shareholder shall be entitled to a certificate or
certificates representing shares of the capital stock of the
Corporation in such form, complying with the law as may be
prescribed by the Board of Directors, duly numbered and
sealed with the corporate seal of the Corporation and
setting forth the number and kind of shares to which such
Shareholder is entitled. Such certificates shall be signed
by the Chairman of the Board of Directors, the President and
Chief Executive Officer or a Vice President and by the
Secretary or an Assistant Secretary. The Board of Directors
may also appoint one or more Transfer Agents and/or
Registrars for the stock of any class or classes and may
require stock certificates to be countersigned by one or
more of them. If certificates representing shares of capital
stock of this Corporation are manually signed either by a
Transfer Agent or by a Registrar, the signatures thereon of
the President and Chief Executive Officer or a Vice
President and the Secretary or an Assistant Secretary of
this Corporation may be facsimiles, engraved or printed.
Any provisions of these Bylaws with reference to the signing
of stock certificates, shall include, in cases above
permitted, such facsimile signatures. In case any officer
or officers who shall have signed or whose facsimile
signature or signatures shall have been used on, any such
certificate or certificates, shall cease to be such officer
or officers of this Corporation, whether because of death,
resignation or otherwise, before such certificate or
certificates shall have been delivered by this Corporation,
such certificate or certificates may nevertheless be adopted
by the Board of Directors of this Corporation and be issued
and delivered as though the person who signed such
certificate or certificates or whose facsimile signature or
signatures shall have been used thereon had not ceased to be
such officer or officers of this Corporation. Any stock
certificates bearing facsimile signatures of officers of
this Corporation, as above provided, may also bear a
facsimile of the seal of this Corporation.

ARTICLE XXVI.

Transfer of Stock.

Shares of stock may be transferred by delivery of the
certificate accompanied either by an assignment in writing
on the back of the certificate or by a written power of
attorney to sell, assign and transfer the same signed by the
person appearing by the certificate to be the owner of the
shares represented thereby. No transfer shall affect the
right of the Corporation to pay any dividend due upon the
stock, or to treat the holder of record as the holder in
fact, until such transfer is recorded upon the books of the
Corporation or a new certificate is issued to the person to
whom it has been so transferred. It shall be the duty of
every Shareholder to notify the Corporation of his post
office address.

ARTICLE XXVII.

Transfer Books.

The Board of Directors shall have power to close the
stock transfer books of this Corporation for a period not
exceeding 50 days preceding the date of any meeting of
Shareholders or the date for payment of any dividend or the
date for the allotment of rights or the date when any change
or conversion or exchange of capital stock shall go into
effect; provided, however, that in lieu of closing the stock
transfer books as aforesaid, the Board of Directors may fix
in advance a date, not exceeding 50 days preceding the date
of any meeting of Shareholders or the date for the payment
of any dividend, or the date for the allotment of rights, or
the date when any change or conversion or exchange of
capital stock shall go into effect, as a record date for the
determination of the Shareholders entitled to notice of, and
to vote at, any such meeting and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any
such allotment or rights, or to exercise the rights in
respect of any such change, conversion or exchange of
capital stock, and in such case only such Shareholders as
shall be Shareholders of record on the date so fixed shall
be entitled to such notice of, and to vote at, such meeting
and any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to
exercise such rights, as the case may be, notwithstanding
any transfer of any stock on the books of this Corporation
after any such record date fixed as aforesaid.

ARTICLE XXVIII.

Loss of Certificates.

In case of the loss, mutilation or destruction of a
certificate representing shares of stock, a duplicate
certificate may be issued upon such terms as the Board of
Directors may prescribe.

ARTICLE XXIX.

Seal.

The seal of this Corporation shall consist of a flat-
faced circular die with the words "GSG&T,INC." and "TEXAS"
cut or engraved thereon.

ARTICLE XXX.

Books and Records.

Unless otherwise expressly required by the laws of the
State of Texas, the books and the records of the Corporation
may be kept outside of the State of Texas at such place or
places as may be designated from time to time by the Board
of Directors.

ARTICLE XXXI.

Amendments.

These Bylaws may be amended, added to, altered or
repealed by the Board of Directors of the Company. In the
event of any such amendment, alteration or repeal of these
Bylaws by the Board of Directors, the notice of the Annual
Meeting of the Shareholders which shall thereafter first be
sent to the Shareholders shall state that the Bylaws have
been so amended, added to, altered or repealed and shall
describe or set forth or be accompanied by statement
describing or setting forth such amendment, addition,
alteration or the text of any article which has been
repealed. Notwithstanding anything hereinabove contained,
these Bylaws may be amended, added to, altered or repealed
at any Annual or Special Meeting of the Shareholders by vote
in either case of a majority of the voting power of the
shares of the capital stock issued and outstanding and
entitled to vote in respect thereof, unless the question is
one upon which by express provisions of law or of the
Articles of Incorporation or of these Bylaws a larger or
different vote is required, in which case such express
provision shall govern and control the decision of such
question, provided, however, that notice is given in the
call of said meeting that an amendment, addition, alteration
or repeal is to be acted upon.

ARTICLE XXXII.

Indemnification.

A. The Corporation shall indemnify any person who was
or is a named defendant or respondent or is threatened to be
made a named defendant or respondent in a proceeding (which
shall include any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative, or any appeal
in such an action, suit, or proceeding, or any inquiry or
investigation that could lead to such an action, suit, or
proceeding) (other than a proceeding brought by or in behalf
of the Corporation) because the person is or was a director
or officer of the Corporation, or while a director or
officer is or was serving at the request of the Corporation
as a director, officer, partner, venturer, proprietor,
trustee, employee, agent, or similar functionary of another
domestic or foreign corporation, partnership, joint venture,
sole proprietorship, trust, employee benefit plan, or other
enterprise, or is or was a nominee or designee of the
Corporation who is or was serving at the request of the
Corporation as a director or officer of any domestic or
foreign corporation at least fifty percent of which is owned
by the Corporation, against expenses (including court costs
and attorneys' fees), judgments, penalties (including excise
and similar taxes), fines, settlements, and reasonable
expenses actually incurred by the person in connection with
such proceeding, if the person (1) conducted himself or
herself in good faith, (2) reasonably believed in the case
of conduct in his or her official capacity as a director or
officer of the Corporation, that his or her conduct was in
the Corporation's best interest and in all other cases that
his or her conduct was at least not opposed to the
Corporation's best interests and (3) in the case of any
criminal proceeding, had no reasonable cause to believe his
or her conduct was unlawful.

B. The Corporation shall indemnify any person who was
or is a named defendant or respondent or is threatened to be
made a named defendant or respondent in a proceeding brought
by or in behalf of the Corporation because the person is or
was a director or officer of the Corporation, or while a
director or officer is or was serving at the request of the
Corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary
of another domestic or foreign corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit
plan, or other enterprise, or is or was a nominee or
designee of the Corporation who is or was serving at the
request of the Corporation as a director or officer of any
domestic or foreign corporation at least fifty percent of
which is owned by the Corporation, against reasonable
expenses (including court costs and attorneys' fees)
actually incurred by the person in connection with the
proceeding, if the person (1) conducted himself or herself
in good faith, (2) reasonably believed in the case of
conduct in his or her official capacity as a director or
officer of the Corporation that his or her conduct was in
the Corporation's best interest and in all other cases that
his or her conduct was at least not opposed to the
Corporation's best interests, and (3) in the case of any
criminal proceeding had no reasonable cause to believe his
or her conduct was unlawful.

C. The Corporation shall indemnify a director or
officer or such a nominee or designee of the Corporation
against reasonable expenses incurred by him or her in
connection with a proceeding in which he or she is a party
because he or she is a director or officer or such a nominee
or designee if he or she has been wholly successful, on the
merits or otherwise, in the defense of the proceeding.

D. Indemnification provided under Sections A and B
shall be made by the Corporation (except as provided in
Section C) only if it is determined in accordance with the
following procedures that the person has met the
requirements set forth in Sections A and B and that
indemnification is permissible. Such determination of
indemnification shall be made (1) by a majority vote of a
quorum consisting of directors who at the time of the vote
were not named defendants or respondents in the proceeding,
or (2) if such a quorum cannot be obtained by a majority
vote of a committee of the board of directors, designated to
act in the matter by a majority vote of all directors,
consisting solely of two or more directors who at the time
of the vote are not named defendants or respondents in the
proceeding, or (3) by special legal counsel selected by the
board of directors or a committee of the board by vote as
set forth in subsections (1) or (2) of this Section D or, if
such a quorum cannot be obtained and such a committee cannot
be established, by a majority vote of all directors, or (4)
by the shareholders in a vote that excludes the shares held
by directors who are named defendants or respondents in the
proceeding.

The termination of a proceeding by judgment, order,
settlement, or conviction, or on a plea of nolo contendere
or its equivalent is not of itself determinative that the
persons did not meet the requirements set forth in Sections
A and B above. Authorizations of indemnification and
determinations as to reasonableness of expenses under
Sections A, B, and C and determinations and authorizations
of payment under Section E below shall be made in the same
manner as the determination that indemnification is
permissible, except that if the determination that
indemnification is permissible is made by special legal
counsel, authorization of indemnification and determination
as to reasonableness of expenses under Sections A, B, and C
and determinations and authorizations of payment under
Section E shall be made in the manner specified in
subsection (3) of this Section D for the selection of
special legal counsel.

Action taken or omitted by a person with respect to an
employee benefit plan in the performance of his or her
duties for a purpose reasonably believed by him or her to be
in the interest of the participants and beneficiaries of the
plan is deemed to be for a purpose which is not opposed to
the best interests of the Corporation.

Notwithstanding the provisions of Sections A and B, a
person shall not be indemnified by the Corporation for
obligations resulting from a proceeding in which the person
is found liable on the basis that personal benefit was
improperly received by such person, whether or not the
benefit resulted from an action taken in the person's
official capacity, or in which the person is found liable to
the Corporation.

E. Reasonable expenses incurred by a director or
officer or such a nominee or designee who was, is, or is
threatened to be made a named defendant or respondent in a
proceeding, may be paid or reimbursed by the Corporation in
advance of the final disposition of the proceeding after (1)
the Corporation receives a written affirmation by the person
of his or her good faith belief that he or she has met the
standard of conduct that is necessary for indemnification
under this Article XXXII and a written undertaking by or on
behalf of the person to repay the amount paid or reimbursed
if it is ultimately determined that he or she has not met
those requirements, and (2) a determination that the facts
then known to those making the determination would not
preclude indemnification under this Article XXXII. The
written undertaking required by this Section E must be an
unlimited general obligation of the person but need not be
secured, and may be accepted without reference to financial
ability to make repayment.

F. Notwithstanding any other provision of this Article
XXXII, the Corporation shall pay or reimburse expenses
incurred by a director or officer or such a nominee or
designee in connection with his appearance as a witness or
other participation in a proceeding at a time when he is not
a named defendant or respondent in the proceeding.

G. The indemnification provided by this Article XXXII
shall not be deemed to limit the powers of the Corporation
to indemnify or to advance expenses to any person who is or
was a director, officer, employee, agent, nominee, or
designee of the Corporation conferred on the Corporation by
the Texas Business Corporation Act (as now in effect or as
same may be amended) or other applicable law and shall not
be deemed exclusive of any rights to which those indemnified
may be entitled under any agreement, contract, vote of
shareholders or disinterested directors, statute, court
order, or otherwise, both as to action in his or her
official capacity and as to action in another capacity while
holding such office (including but not limited to service as
plan fiduciary), and shall continue as to a person who has
ceased to be a director, officer, employee, agent, nominee,
or designee and shall inure to the benefit of the heirs,
executors, and administrators of such person. This Article
XXXII is intended to be consistent with the powers granted
by the Texas Business Corporation Act, as heretofore and
hereafter amended, and terms used herein shall be defined
and the provisions of this Article XXXII shall be
interpreted and applied consistently with such law. The
provisions of this Article XXXII shall be deemed severable,
and if and to the extent any provision of this Article XXXII
is determined to be void, then the other provisions shall
remain in full force and effect.

H. 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 who is or was
serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee,
agent or similar functionary of another domestic or foreign
corporation, partnership, joint venture, sole
proprietorship, trust, or other enterprise, or employee
benefit plan against any liability asserted against him or
her and incurred by him or her in such capacity or arising
out of his or her status as such a person, whether or not
the Corporation would have the power to indemnify him or her
against that liability under the provisions of the Restated
Articles of Incorporation as amended, this Article XXXII, or
otherwise.

I. Any indemnification of or advance of expenses to
any person in accordance with this Article XXXII or
otherwise shall be reported in writing to the shareholders
with or before the notice or waiver of notice of the next
shareholders' meeting or with or before the next submission
to shareholders of a consent to action without a meeting,
and, in any case, within the twelve (12) month period
immediately following the date of the indemnification or
advance.

Exhibit B-17(b)

EFFECTIVE JUNE 11, 1997

BYLAWS
of
SOUTHERN GULF RAILWAY COMPANY

<PAGE>
BYLAWS
of
SOUTHERN GULF RAILWAY COMPANY

ARTICLE I.

Name

The name of this Corporation shall be SOUTHERN GULF
RAILWAY COMPANY.

ARTICLE II.

Shareholders' Meeting

All meetings of the Shareholders shall be held at the
principal office of the Corporation, 350 Pine Street,
Beaumont, Texas.

ARTICLE III.

Annual Meeting

The Annual Meeting of the Shareholders of this
Corporation shall be held on the first Thursday in May in
each year if not a legal holiday and, if a legal holiday,
then on the next succeeding Thursday that is not a legal
holiday. In the event that such Annual Meeting is omitted
by circumstances beyond the control of the Corporation or
otherwise on the date herein provided for, the Directors
shall cause a meeting in lieu thereof to be held as soon
thereafter as conveniently may be, and any business
transacted or elections held at such meeting shall be as
valid as if transacted or held at the Annual Meeting. Such
subsequent meeting shall be called in the same manner and as
provided for Special Shareholders' Meetings.

ARTICLE IV.

Special Meetings

ARTICLE V.

Notice of Shareholders' Meeting

Written or printed notice of all Shareholders'
Meetings, stating the time and place, and, in the case of
Special Meetings, the purpose or purposes for which such
meetings are called, shall be delivered by the Secretary or
an Assistant Secretary, by mail, to each Shareholder of
record, having voting power in respect of the business to be
transacted thereat, at his or her registered address, at
least ten (10) and not more than fifty (50) days prior to
the date of the meeting, and the person giving such notice
shall make affidavit in relation thereto; provided that such
notice shall be deemed to be delivered when deposited in the
United States mail addressed to the Shareholder at his
address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid, and further
provided that notice of any such meeting shall be deemed to
be sufficiently delivered to any Shareholder who, while the
provisions of the Trading with the Enemy Act (Public Act No.
91 of the Sixty-fifth Congress of the Unites States of
America, as now or hereafter amended) shall be operative,
shall appear from the stock books to be or shall be known to
the Corporation to be an "enemy" or "ally of enemy" as
defined in the said Act and whose address appearing on such
stock books is outside the United States, or the mailing to
whom of notice shall at the time be prohibited by any other
law of the United States of America or by any executive
order or regulation issued or promulgated by an officer or
agency of the United States of America (a) if, at least ten
(10) days prior to the date of the meeting, a copy of the
notice of the meeting shall be mailed to any person or
agency who by any such law, order or regulation shall have
been duly designated to receive such notice or duly
designated or appointed as custodian of the property of such
Shareholder; or (b) if a brief notice of such meeting,
including, in the case of a Special Meeting, either a brief
statement of the objects for which such meeting is called or
a statement as to where there may be obtained a copy of a
written notice containing a statement of such objects, shall
be published by the Corporation at least once, not less than
ten (10) days before the meeting in a daily newspaper
published in the English language and of general circulation
in the City of Beaumont, Texas.

ARTICLE VI.

Waiver of Notice

ARTICLE VII.

Quorum

ARTICLE VIII.

Proxy and Voting

Shareholders of record entitled to vote may vote at any
meeting either in person or by proxy in writing, which shall
be filed with the Secretary of the meeting before being
voted. Such proxies shall entitle the holders thereof to
vote at any adjournment of such meeting, but shall not be
valid after the final adjournment thereof or after eleven
(11) months from the date of its execution unless otherwise
provided in the proxy. Each holder of record of stock of the
Corporation shall be entitled to one vote for each share of
stock standing in his name on the books of the Corporation.

ARTICLE IX.

Shareholder Action Without a Meeting

Any action required or authorized by law or the
governing documents of this Corporation may be taken without
a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, is
signed by the holders of shares having not less than the
minimum number of votes that would be necessary to take such
action at a meeting at which the holders of all shares
entitled to vote on the action were present and voted.
Every consent shall comply with the requirements of Section
9.10 of the Texas Business Corporation Act as heretofore and
hereafter amended.

ARTICLE X.

Board of Directors

ARTICLE XI.

Powers of Directors

The Board of Directors shall have the entire management
of the business of the Corporation. In the management and
control of the property, business and affairs of the
Corporation, the Board of Directors is hereby vested with
all the powers possessed by the Corporation itself, so far
as this delegation of authority is not inconsistent with the
laws of the State of Texas, with the Articles of
Incorporation of the Corporation or with these Bylaws. The
Board of Directors shall have power to determine what
constitutes net earnings, profits and surplus, respectively,
what amount shall be reserved for working capital and for
any other purposes, and what amount shall be declared as
dividends, and such determination of the Board of Directors
shall be final and conclusive.

ARTICLE XII.

Fees of Directors and Others

The Board of Directors shall have power to fix and
determine the fee or fees to be paid members of the Board of
Directors or any Committees appointed by the Directors or
Shareholders for attendance at meetings of said Directors or
Committees. Any fees so fixed and determined by the Board
of Directors shall be subject to revision or amendment by
the Shareholders.

ARTICLE XIII.

Executive and Other Committees

The Board of Directors may likewise appoint from its
number or from the Shareholders other Committees from time
to time, the number composing such Committees and the powers
conferred upon the same to be determined by vote of the
Board of Directors.

ARTICLE XIV.

Meetings

Regular Meetings of the Board of Directors shall be
held at such places within or without the State of Texas and
at such times as the Board by vote may determine from time
to time, and if so determined no notice thereof need be
given. Special Meetings of the Board of Directors may be
held at any time or place, either within or without the
State of Texas, whenever called by the Chairman of the Board
of Directors, the President and Chief Executive Officer, a
Vice President, the Secretary, an Assistant Secretary or a
Director, notice thereof being given to each Director by the
Secretary or an Assistant Secretary or officer calling the
meeting, or at any time without formal notice provided all
the Directors are present or those not present have waived
notice thereof. Notice of Special Meetings, stating the
time and place thereof, shall be given by mailing the same
to each Director at his residence or business address at
least two days before the meeting or by delivering the same
to him personally or by telephoning or telegraphing the same
to him at his residence or business address at least one day
before the meeting.

ARTICLE XV.

Quorum

A majority of the Board of Directors shall constitute a
quorum for the transaction of business, but a less number
may adjourn any meeting from time to time and the same may
be held without further notice. When a quorum is present at
any meeting, a majority vote of the members in attendance
thereat shall decide any question brought before such
meeting, except as otherwise provided by law or by these
Bylaws.

ARTICLE XVI.

Actions by Directors Without a Meeting

Any action required or permitted to be taken at a
meeting of the Board of Directors or any committee may be
taken without a meeting if a consent in writing, setting
forth the action so taken, is signed by all members of the
board of directors or committee, as the case may be. Such
consent shall have the same force and effect as a unanimous
vote at a meeting.

ARTICLE XVII.

Officers

The officers of this Corporation shall be a Chairman of
the Board of Directors, a President and Chief Executive
Officer, one or more Vice Presidents, a Secretary, and a
Treasurer, and such other officers and assistant officers as
are permitted or provided by these Bylaws and appointed by
the Board of Directors. The officers shall be elected by the
Board of Directors after its election by the Shareholders,
and a meeting may be held without notice for this purpose
immediately after the Annual Meeting of the Shareholders and
at the same place.

ARTICLE XVIII.

Eligibility of Officers

No officer need be a Shareholder or Director of the
Corporation. Any person may hold more than one office
provided the duties thereof can be consistently performed by
the same person.

ARTICLE XIX.

Additional Officers and Agents

ARTICLE XX.

Chairman of the Board of Directors,
President and Chief Executive Officer

The Chairman of the Board of Directors shall be elected
from among the Directors of this Corporation. He may call
meetings of the Board of Directors and of any committee
thereof whenever he deems it necessary. When present, he
shall call to order and preside at all meetings of the
Shareholders of this Corporation and of the Board of
Directors. Subject to control of the Board of Directors, he
may perform all duties and exercise all powers as are
conferred by these Bylaws, or by law, on the President and
Chief Executive Officer except such duties as are required
by law to be performed by a President and Chief Executive
Officer, or a Vice President. In particular, the Chairman
of the Board of Directors is hereby prescribed as an officer
authorized to sign certificates representing shares to which
shareholders are entitled, as is permitted by Article 2.19A
of the Texas Business Corporation Act. The Chairman of the
Board shall perform such other duties and have such other
powers as the Board of Directors shall designate from time
to time.

ARTICLE XXI.

Vice Presidents

ARTICLE XXII.

Secretary

ARTICLE XXIII.

Treasurer

The Treasurer shall keep full and accurate accounts of
receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation, in
such depositories as may be designated by the Board of
Directors.

ARTICLE XXIV.

Removals

The Shareholders may, at any meeting called for the
purpose, by a vote of a majority of the shares of the
capital stock issued and outstanding and entitled to vote,
remove from office any Director or other officer elected or
appointed by the Shareholders or Board of Directors and
elect or appoint his successor. The Directors may, by vote
of not less than a majority of the entire Board, remove from
office any officer or agent or member or members of any
Committees selected or appointed by them or by the Executive
Committee.

ARTICLE XXV.

Vacancies

ARTICLE XXVI.

Capital Stock

The amount of capital stock shall be as fixed in the
Articles of Incorporation or in any lawful amendments
thereto and the votes of the Corporation from time to time.

ARTICLE XXVII.

Certificates of Stock

Every Shareholder shall be entitled to a certificate or
certificates representing shares of the capital stock of the
Corporation in such form, complying with the law as may be
prescribed by the Board of Directors, duly numbered and
sealed with the corporate seal of the Corporation and
setting forth the number and kind of shares to which such
Shareholder is entitled. Such certificates shall be signed
by the Chairman of the Board of Directors, the President and
Chief Executive Officer or a Vice President and by the
Secretary or an Assistant Secretary. The Board of Directors
may also appoint one or more Transfer Agents and/or
Registrars for the stock of any class or classes and may
require stock certificates to be countersigned by one or
more of them. If certificates representing shares of
capital stock of this Corporation are manually signed either
by a Transfer Agent or by a Registrar, the signatures
thereon of the President and Chief Executive Officer or a
Vice President and the Secretary or an Assistant Secretary
of this Corporation may be facsimiles, engraved or printed.
Any provisions of these Bylaws with reference to the signing
of stock certificates, shall include, in cases above
permitted, such facsimile signatures. In case any officer
or officers who shall have signed or whose facsimile
signature or signatures shall have been used on, any such
certificate or certificates, shall cease to be such officer
or officers of this Corporation, whether because of death,
resignation or otherwise, before such certificate or
certificates shall have been delivered by this Corporation,
such certificate or certificates may nevertheless be adopted
by the Board of Directors of this Corporation and be issued
and delivered as though the person who signed such
certificate or certificates or whose facsimile signature or
signatures shall have been used thereon had not ceased to be
such officer or officers of this Corporation. Any stock
certificates bearing facsimile signatures of officers of
this Corporation, as above provided, may also bear a
facsimile of the seal of this Corporation.

ARTICLE XXVIII.

Transfer of Stock

Shares of stock may be transferred by delivery of the
certificate accompanied either by an assignment in writing
on the back of the certificate or by a written power of
attorney to sell, assign and transfer the same signed by the
person appearing by the certificate to be the owner of the
shares represented thereby. No transfer shall affect the
right of the Corporation to pay any dividend due upon the
stock, or to treat the holder of record as the holder in
fact, until such transfer is recorded upon the books of the
Corporation or a new certificate is issued to the person to
whom it has been so transferred. It shall be the duty of
every Shareholder to notify the Corporation of his post
office address.

ARTICLE XXIX.

Transfer Books

ARTICLE XXX.

Loss of Certificates

In case of the loss, mutilation or destruction of a
certificate representing shares of stock, a duplicate
certificate may be issued upon such terms as the Board of
Directors may prescribe.

ARTICLE XXXI.

Seal

The seal of this Corporation shall consist of a flat-
faced circular die with the words "SOUTHERN GULF RAILWAY
COMPANY" and "TEXAS" cut or engraved thereon.

ARTICLE XXXII.

Books and Records

ARTICLE XXXIII.

Amendments

These Bylaws may be amended, added to, altered or
repealed by the Board of Directors of the Company. In the
event of any such amendment, alteration or repeal of these
Bylaws by the Board of Directors, the notice of the Annual
Meeting of the Shareholders which shall thereafter first be
sent to the Shareholders shall state that the Bylaws have
been so amended, added to, altered or repealed and shall
describe or set forth or be accompanied by statement
describing or setting forth such amendment, addition,
alteration or the text of any article which has been
repealed. Notwithstanding anything hereinabove contained,
these Bylaws may be amended, added to, altered or repealed
at any Annual or Special Meeting of the Shareholders by vote
in either case of a majority of the voting power of the
shares of the capital stock issued and outstanding and
entitled to vote in respect thereof, unless the question is
one upon which by express provisions of law or of the
Articles of Incorporation or of these Bylaws a larger or
different vote is required, in which case such express
provision shall govern and control the decision of such
questions, provided, however, that notice is given in the
call of said meeting that an amendment, addition, alteration
or repeal is to be acted upon.

ARTICLE XXXIV.

Indemnification

A. The Corporation shall indemnify any person who was
or is a named defendant or respondent or is threatened to be
made a named defendant or respondent in a proceeding (which
shall include any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative, any appeal in
such an action, suit, or proceeding, and any inquiry or
investigation that could lead to such an action, suit, or
proceeding including but not limited to any action, suit or
proceeding brought by or in behalf of the Corporation)
because the person is or was a director or officer of the
Corporation, and any person who, while a director or officer
is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee,
employee, agent, or similar functionary of another domestic
or foreign corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other
enterprise, or is or was a nominee or designee of the
Corporation who is or was serving at the request of the
Corporation as a director or officer of any domestic or
foreign corporation which is owned in whole or in part by
the Corporation, against judgments, penalties (including
excise and similar taxes), fines, settlements, and
reasonable expenses (including but not limited to court
costs and attorneys' fees) actually incurred by the person
in connection with such proceeding, if the person (1)
conducted himself or herself in good faith, (2) reasonably
believed in the case of conduct in his or her official
capacity as a director or officer of the Corporation, that
his or her conduct was in the Corporation's best interest
and in all other cases that his or her conduct was at least
not opposed to the Corporation's best interests and (3) in
the case of any criminal proceeding, had no reasonable cause
to believe his or her conduct was unlawful. This indemnity
is expressly intended to apply regardless of the sole,
concurrent or contributing negligence or fault of the person
to be indemnified provided that the standards of conduct
described in clauses (1), (2) and (3) are met.

B. The Corporation shall indemnify a director or
officer or such a nominee or designee or person who, at the
request of the Corporation, is serving in capacities
described above against reasonable expenses (including but
not limited to court costs and attorneys' fees) incurred by
him or her in connection with a proceeding in which he or
she is a named defendant or respondent because he or she is
a director or officer or such a nominee or designee if he or
she has been wholly successful, on the merits or otherwise,
in the defense of the proceeding.

C. Indemnification provided under Section A shall be
made by the Corporation (except as provided in Section B)
only if it is determined in accordance with the following
procedures that the person has met the requirements set
forth in Section A and that indemnification is permissible.
Such determination that indemnification is permissible under
Section A shall be made (1) by a majority vote of a quorum
consisting of directors who at the time of the vote were not
named defendants or respondents in the proceeding, or (2) if
such a quorum cannot be obtained by a majority vote of a
committee of the board of directors, designated to act in
the matter by a majority vote of all directors, consisting
solely of two or more directors who at the time of the vote
are not named defendants or respondents in the proceeding,
or (3) by special legal counsel selected by the board of
directors or a committee of the board by vote as set forth
in subsections (1) or (2) of this Section C or, if such a
quorum cannot be obtained and such a committee cannot be
established, by a majority vote of all directors, or (4) by
the shareholders in a vote that excludes the shares held by
directors who are named defendants or respondents in the
proceeding.

The termination of a proceeding by judgment, order,
settlement, or conviction, or on a plea of nolo contendere
or its equivalent is not of itself determinative that the
persons did not meet the requirements set forth in Section A
above. A person shall be deemed to have been found liable
in respect of any claim, issue or matter only after the
person shall have been so adjudged by a court of competent
jurisdiction after the exhaustion of all appeals therefrom.

The provisions of Section A are intended to make
mandatory the indemnification permitted therein and,
together with Article Twelve of the Articles of
Incorporation, shall constitute authorization of
indemnification in the manner required. Determinations as to
reasonableness of expenses under Section A shall be made in
the same manner as the determination that indemnification is
permissible, except that if the determination that
indemnification is permissible is made by special legal
counsel, determination as to reasonableness of expenses
shall be made in the manner specified in subsection (3) of
this Section C for the selection of special legal counsel.
Determinations as to the reasonableness of expenses under
Sections B and F shall be made in any manner which may be
used to determine if indemnification is permissible under
Section A.

D. Notwithstanding the provisions of Section A,
except to the extent permitted by the next sentence, a
person shall not be indemnified by the Corporation in
respect of a proceeding in which the person is found liable
on the basis that personal benefit was improperly received
by such person, whether or not the benefit resulted from an
action taken in the person's official capacity, or in which
the person is found liable to the Corporation. If a person
is found liable to the Corporation or is found liable on the
basis that personal benefit was improperly received by the
person, the indemnification (1) is limited to reasonable
expenses actually incurred by the person in connection with
the proceeding, and (2) shall not be made in respect of any
proceeding in which the person shall have been found liable
for willful or intentional misconduct in the performance of his
duty to the Corporation.

E. Reasonable expenses incurred by a director or
officer or such a nominee or designee or person serving in
capacities described above at the request of the Corporation
who was, is, or is threatened to be made a named defendant
or respondent in a proceeding, may be paid or reimbursed by
the Corporation in advance of the final disposition of the
proceeding and without the determinations specified in
Section C after the Corporation receives a written
affirmation by the person of his or her good faith belief
that he or she has met the standard of conduct that is
necessary for indemnification under this Article XXXIV and a
written undertaking by or on behalf of the person to repay
the amount paid or reimbursed if it is ultimately determined
that he or she has not met that standard or if it is
ultimately determined that indemnification of the director
against expenses incurred by him or her in connection with
that proceeding is prohibited by Section D above. The
written undertaking required by this Section E must be an
unlimited general obligation of the person but need not be
secured, and may be accepted without reference to financial
ability to make repayment.

F. Notwithstanding any other provision of this Article
XXXIV, the Corporation shall pay or reimburse expenses
incurred by a director or officer or such a nominee or
designee or person who, at the request of the Corporation,
is serving in capacities described above in connection with
his appearance as a witness or other participation in a
proceeding at a time when he is not a named defendant or
respondent in the proceeding.

G. The indemnification provided by this Article XXXIV
shall not be deemed to limit the powers of the Corporation
to indemnify or to advance expenses to any person who is or
was a director, officer, employee, agent, nominee, or
designee of the Corporation conferred on the Corporation by
the Texas Business Corporation Act (as now in effect or as
same may be amended) or other applicable law and shall not
be deemed exclusive of any rights to which those indemnified
may be entitled under any agreement, contract, insurance,
arrangement, vote of shareholders or disinterested
directors, statute, court order, or otherwise, both as to
action in his or her official capacity and as to action in
another capacity while holding such office (including but
not limited to service as plan fiduciary), and shall
continue as to a person who has ceased to be a director,
officer, employee, agent, nominee, or designee or person
serving in a named capacity at the request of the
Corporation and shall inure to the benefit of the heirs,
executors, and administrators of such person. This Article
XXXIV is intended to be consistent with the powers granted
by the Texas Business Corporation Act, as heretofore and
hereafter amended, and terms used herein shall be defined
and the provisions of this Article XXXIV shall be
interpreted and applied consistently with such law. The
provisions of this Article XXXIV shall be deemed severable,
and if and to the extent any provision of this Article XXXIV
is determined not to be consistent with the provisions of
such Act, as heretofore and hereafter amended, then the
other provisions to the extent consistent shall remain valid
and in full force and effect.

H. The Corporation may purchase and maintain insurance
or another arrangement on behalf of any person who is or was
a director, officer, employee or agent of the Corporation,
or who is or was serving at the request of the Corporation
as a director, officer, partner, venturer, proprietor,
trustee, employee, agent or similar functionary of another
domestic or foreign corporation, partnership, joint venture,
sole proprietorship, trust, or other enterprise, or employee
benefit plan against any liability asserted against him or
her and incurred by him or her in such capacity or arising
out of his or her status as such a person, whether or not
the Corporation would have the power to indemnify him or her
against that liability under the provisions of the Articles
of Incorporation, this Article XXXIV, the Texas Business
Corporation Act, as heretofore and hereafter amended, or
otherwise. Nothing in this Article XXXIV is intended to
authorize a double payment to a person entitled to
indemnification or reimbursement by the Corporation pursuant
to this Article XXXIV of an amount actually paid to such
person or expended for such person's benefit under any such
insurance or other arrangement. If the insurance or other
arrangement is with a person or entity that is not regularly
engaged in the business of providing insurance coverage, the
insurance or arrangement may provide for payment of a
liability with respect to which the Corporation would not
have the power to indemnify the person only if including
coverage for the additional liability has been approved by
the shareholders of the Corporation. Without limiting the
power of the Corporation to procure or maintain any kind of
insurance or other arrangement, the Corporation may, for the
benefit of persons indemnified by the Corporation,
(1) create a trust fund; (2) establish any form of self-
insurance; (3) secure its indemnity obligation by grant of a
security interest or other lien on the assets of the
Corporation; or (4) establish a letter of credit, guaranty
or surety arrangement. The insurance or other arrangement
may be procured, maintained or established within the
Corporation or with any insurer or other person deemed
appropriate by the board of directors regardless of whether
all or part of the stock or other securities of the insurer
or other person are owned in whole or part by the
Corporation. In the absence of fraud, the judgment of the
board of directors as to the terms and conditions of the
insurance or other arrangement and the identity of the
insurer or other person participating in an arrangement
shall be conclusive and the insurance or arrangement shall
not be voidable and shall not subject the directors
approving the insurance or arrangement to liability, on any
ground, regardless of whether directors participating in the
approval are beneficiaries of the insurance or arrangement.

I. Any indemnification of or advance of expenses to
any person in accordance with this Article XXXIV or
otherwise shall be reported in writing to the shareholders
with or before the notice or waiver of notice of the next
shareholders' meeting or with or before the next submission
to shareholders of a consent to action without a meeting,
and, in any case, within the twelve (12) month period
immediately following the date of the indemnification or
advance. Failure to make or delay in making any such report
shall not affect the Corporation's obligation to make any
such indemnification or advance.

J. The indemnification provided hereunder to any
person who is or was serving as an employee benefit plan
fiduciary shall not operate to relieve any such person who
acts as a plan fiduciary from any responsibility or
liability under applicable laws and the indemnification
provided hereunder to a plan fiduciary is limited to
satisfaction of liabilities incurred by such person as a
plan fiduciary, subject to the terms and conditions stated
in this Article XXXIV. For purposes of this Article XXXIV,
the Corporation shall be deemed to have requested a director
or officer to serve an employee benefit plan whenever the
performance by him or her of his or her duties to the
Corporation also imposes duties on or otherwise involves
services by him or her to the plan or participants or
beneficiaries of the plan. Excise taxes assessed on a
director or officer with respect to an employee benefit plan
pursuant to applicable law shall be deemed fines.

Exhibit B-21(a)

State of Delaware
Office of the Secretary of State

PAGE 1

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 INCORPORATION OF "ENTERGY

POWER INTERNATIONAL CORPORATION", FILED IN THIS OFFICE ON THE

EIGHTEENTH DAY OF DECEMBER, A.D. 1996, AT 12 O'CLOCK P.M.

A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO

THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.

Edward J. Freel, Secretary of State

AUTHENTICATION:

8248749
DATE:
12-18-96

<PAGE>
CERTIFICATE OF INCORPORATION
OF
ENTERGY POWER INTERNATIONAL CORPORATION

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 Power International
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 it
may hereinafter be amended.

FOURTH: 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.

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 or 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 Thomas
C. Havens, c/o Mayer, Brown & Platt, 1675 Broadway, New York, New
York 10019-5820.

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 ByLaws; (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 in
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 modification 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 lath day of,
December, 1996.

Incorporator:

Thomas C. Havens
Mayer, Brown & Platt
1675 Broadway
New York, New York 10019-5820

In the presence of:

<PAGE>

State of Delaware

Office of the Secretary of State

PAGE 1

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF

DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND

COPY OF THE CERTIFICATE OF AMENDMENT OF "ENTERGY POWER

INTERNATIONAL CORPORATION", CHANGING ITS NAME FROM "ENTERGY

POWER INTERNATIONAL CORPORATION" TO ENTERGY POWER ESEBA

CORPORATION", FILED IN THIS OFFICE ON THE THIRTEENTH DAY OF

MARCH A.D. 1997, AT 12:30 O'CLOCK P.M.

_______________
Edward J. Freel, Secretary of
State

AUTHENTICATION:
8372406

DATE:
03-13-97

<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

ENTERGY POWER INTERNATIONAL CORPORATION, a

corporation organized and existing under and by, virtue of the

Corporation Law of the State of Delaware,

DOES HEARTY CERTIFY:

FIRST:That the Board of Directors of said corporation, by
the unanimous written consent of its members, filed with the minutes
of the Board, adopted a resolution proposing and declaring advisable
the following amendment to the Certificate of Incorporation of said
corporation:

RESOLVED, that the Certificate of Incorporation of ENERGY POWER
INTBRNATIONAL CORPORATION be amended by changing Article 1. thereof
so that, as amended, said Article shall be and read as follows:

I. The name of the corporation is Entergy Power ESEBA Corporation.

SECOND: That its lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment
in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.

IN WITNESS WHREOF, said ENERGY POWER INTERNTIONAL CORPORATION has
caused this certificate to be signed by Michael G. Thompson, its
Senior Vice President this thirteenth day of March, 1997.

ENERGY POWER INTERNATIONAL CORPORATION

By: ___________________
Michael G. Thomspon
Its: Senior Vice President

<PAGE>
State of Delaware

Office of the Secretary of State

PAGE 1

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE

DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AN

COPY OF THE CERTIFICATE OF AMENDMENT OF "ENTERGY POWE

CORPORATION", CHANGING ITS NAME FROM "ENTERGY POWER E

CORPORATION" TO "ENTERGY POWER GENERATION CORPORATION

THIS OFFICE ON THE TWENTY-SECOND DAY OF AUGUST, A.D.

12:30 O'CLOCK P.M.

A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FOR

THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING

Eclzoar(l J. Freel, Secretary of State

AUTHENTICATION:
8620212

DATE:

08-22-97

<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ENTERGY POWER ESEBA CORPORATION

ENTERGY POWER ESEBA CORPORATION, a corporation organized
and existing under the General Corporation Law of the State of
Delaware (the"Corporation"),

DOES HEREBY CERTIFY:

FIRST: The Amendment to the Corporation's Certificate of
Incorporation set forth in the following resolution was approved
Corporation's Board of Directors, consented to in writing thereon
pursuant to Section 228 of the General Corporation Law of the State
of Delaware and was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware:

RESOLVED, that the Certificate of Incorporation of ENTERGY POWER
ESEBA CORPORATION be amended (the "Amendment") by deleting Article I
in its entirety and replacing it by the following Article I:

''ARTICLE: I. The name of the corporation is Entergy Power Generation
Corporation."

SECOND: That in lieu of a meeting and vote of stockholders, amendment
has been consented to in writing by the Corporation stockholders in
accordance with the provisions of Section 228 of General Corporation
Law of the State of Delaware.

IN WITNESS WHEREOF, said Corporation has caused this certificate to
be signed by Barry A. Weiss, its Assistant Secretary this 21st day of
August, 1997.

ENTERGY POWER ESEBA CORPORATION

By:

Barry A. Weiss
Its: Assistant Secretary

Exhibit B-21(b)

BY-LAWS
OF
ENTERGY POWER 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. 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 stockholders shall be
held (i) at a time fixed, on the third Friday in May, if not a legal
holiday, (ii) if a legal holiday, then at the same time business day
which is not a legal holiday; or (iii) at such dated and time during
such calendar year as shall be 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. Ouorum. 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 ByLaws, 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 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 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), (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 time may be assigned by the Chairman of the Board as
from time (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 and perform such duties as The Board of Directors
may chief executive officer to for such period, have such authority
the Board of Directors may prescribe. , from time to time, authorize
the appointment 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 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, another corporation,
partnership, joint venture, 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 1 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 request of such constituent
corporation as a Director, employee or agent of another corporation,
partnership, the officer, 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.

(c) The indemnification and advancement of 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 executediby 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 ByLaws,
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-22(a)

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 INCORPORATION OF "ENTERGY POWER
DEVELOPMENT INTERNATIONAL HOLDINGS INCORPORATED", FILED IN
THIS OFFICE ON THE SIXTEENTH DAY OF JANUARY, A.D. 1996, AT 10
O'CLOCK A.M.

A CERTIFIED'COPY OF THIS CERTIFICATE HAS BEEN FORWARDED
TO THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.

Edward J. Freel, Secretary of State

AUTHENTICATION

DATE:

<PAGE>
CERTIFICATE OF INCORPORATION
OF
ENTERGY POWER DEVELOPMENT INTERNATIONAL HOLDINGS
INCORPORATED

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 Power
Development International Holdings Incorporated.

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 10,000 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
of 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 A. Aron, Three Financial Centre Suite 210, 900 South
Shackleford Road, Little Rock, Arkansas 7Z211.

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 unmoved 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 ether 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 or 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, 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 nay hand this 16th day
of, January, 1996.

Incorporator;

Marc A. Aron
Three Financial Centre
900 S. Shackleford, Suite 210
Little Rock, Arkansas 72211

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 "ENTERGY POWER
DEVELOPMENT INTERNATIONAL HOLDINGS INCORPORATED", CHANGING ITS
NAME FROM "ENTERGY POWER DEVELOPMENT INTERNATIONAL HOLDINGS
INCORPORATED" TO "ENTERGY POWER INTERNATIONAL HOLDINGS
CORPORATION", FILED IN THIS OFFICE ON THE FIFTH DAY OF AUGUST,
A.D. 1996, AT 12:45 O'CLOCK P.M.

A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED
TO THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
l

Edward J. Freel, Secretary of State

AUTHENTICATION:

DATE:

<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
BEFORE PAYMENT OF CAPITAL
OF
ENTERGY POWER DEVELOPMENT INTERNATIONAL HOLDINGS
INCORPORATED

The undersigned, being all of the directors of Entergy
Power Development International Holdings Incorporated,, 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 International
Holdings 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 31st
day of July, 1996.

/s/ Terry L. Ogletree, Director
Terry L. Ogletree

/s/ Michael G. Thompson, Director
Michael G. Thompson

Exhibit B-22(b)

BY-LAWS
OF

ENTERGY POWER DEVELOPMENT
INTERNATIONAL HOLDINGS INCORPORATED

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 on, (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 Lime 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 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; provide d,
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, 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 member-... 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 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 me,mber 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 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
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

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 - 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, of ricer 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,
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 pith 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 I 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 Lithe 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.

(c) The indemnification and advancement of 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-23(a)

LIMITED LIABILITY COMPANY AGREEMENT

ENTERGY INTERNATIONAL HOLDINGS LTD LLC

This Limited Liability Company Agreement (this
"Agreement") of Entergy International Holdings Ltd LLC is
entered into by Entergy Corporation, a Delaware corporation,
as the member (the "Member").

The Member, by execution of this Agreement, hereby
forms a limited liability company pursuant to and in
accordance with the Delaware Limited Liability Company Act (6
Del.C. 18-101, et seq.), as amended from time to time (the
"Act"), and hereby agrees as follows:

1. Name and Member. The name of the limited
liability company formed hereby is Entergy International
Holdings Ltd LLC (the "Company"). The sole member of the
Company is Entergy Corporation. Entergy Corporation, as the
sole member of the Company, shall own all of the limited
liability company interests in the Company (the "Shares").
The Company is authorized to issue 1,000 Shares. The Company
hereby issues 100 Shares to Entergy Corporation. The Member,
on behalf of the Company, shall cause the Company to issue to
Entergy Corporation a certificate representing the Shares
owned by it. Such certificate shall be signed on behalf of
the Company by the Chairman or Vice Chairman of the Board of
Directors of Entergy Corporation (who is the sole member of
the Company), if any, or the President or a Vice President
and by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of Entergy Corporation,
certifying the number of Shares owned by Entergy Corporation
in the Company. Any or all of the signatures on the
certificate may be a facsimile. In case any officer of
Entergy Corporation shall have ceased to be such officer
before such certificate is issued, it may be issued by the
Company with the same effect as if he or she were such
officer at the date of issue.

2. Governmental Certificates. Entergy
Corporation, as an authorized person within the meaning of
the Act, shall execute, deliver and file the Certificate of
Formation with the Secretary of State of the State of
Delaware. The Member shall execute, deliver and file any
other certificates (and any amendments and/or restatements
thereof) necessary for the Company to qualify to do business
in a jurisdiction in which the Company may wish to conduct
business.

3. Purpose. The Company is formed for the object
and purpose of, and the nature of the business to be
conducted and promoted by the Company is, engaging in any
lawful act or activity for which limited liability companies
may be formed under the Act.

4. Powers. In furtherance of its purposes, but
subject to all of the provisions of this Agreement, the
Company shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution
of property or otherwise, own, hold, sell, convey, transfer
or dispose of any real or personal property which may be
necessary, convenient or incidental to the accomplishment of
the purpose of the Company;

b. act as a trustee, executor, nominee,
bailee, director, officer, agent or in some other fiduciary
capacity for any person or entity and to exercise all of the
powers, duties, rights and responsibilities associated
therewith;

c. take any and all actions necessary,
convenient or appropriate as trustee, executor, nominee,
bailee, director, officer, agent or other fiduciary,
including the granting or approval of waivers, consents or
amendments of rights or powers relating thereto and the
execution of appropriate documents to evidence such waivers,
consents or amendments;

d. operate, purchase, maintain, finance,
improve, own, sell, convey, assign, mortgage, lease or
demolish or otherwise dispose of any real or personal
property which may be necessary, convenient or incidental to
the accomplishment of the purposes of the Company;

e. borrow money and issue evidences of
indebtedness in furtherance of any or all of the purposes of
the Company, and secure the same by mortgage, pledge or other
lien on the assets of the Company;

f. invest any funds of the Company pending
distribution or payment of the same pursuant to the
provisions of this Agreement;

g. prepay in whole or in part, refinance,
recast, increase, modify or extend any indebtedness of the
Company and, in connection therewith, execute any extensions,
renewals or modifications of any mortgage or security
agreement securing such indebtedness;

h. enter into, perform and carry out
contracts of any kind, including, without limitation,
contracts with any person or entity affiliated with the
Member, necessary to, in connection with, convenient to, or
incidental to the accomplishment of the purposes of the
Company;

i. employ or otherwise engage employees,
managers, contractors, advisors, attorneys and consultants
and pay reasonable compensation for such services;

j. enter into partnerships, limited
liability companies, trusts, associations, corporations or
other ventures with other persons or entities in furtherance
of the purposes of the Company; and

k. do such other things and engage in such
other activities related to the foregoing as may be
necessary, convenient or incidental to the conduct of the
business of the Company, and have and exercise all of the
powers and rights conferred upon limited liability companies
formed pursuant to the Act.

5. Principal Business Office. The principal
business office of the Company shall be located at such
location as may be determined by the Member.

6. Registered Office. The address of the
registered office of the Company in the State of Delaware is
c/o The Corporation Trust Company, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801.

7. Registered Agent. The name and address of the
registered agent of the Company for service of process on the
Company in the State of Delaware is The Corporation Trust
Company, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801.

8. Member. The name and the mailing address of
the Member are as follows:

Name Address

Entergy Corporation 639 Loyola Avenue
New Orleans, LA 70113

9. Limited Liability. Except as otherwise
provided by the Act, the debts, obligations and liabilities
of the Company, whether arising in contract, tort or
otherwise, shall be solely the debts, obligations and
liabilities of the Company, and the Member shall not be
obligated personally for any such debt, obligation or
liability of the Company solely by reason of being a member
of the Company.

10. Capital Contributions. The Member is deemed
admitted as a member of the Company upon its execution and
delivery of this Agreement. The Member shall, at such time
as it in its sole discretion determines, contribute to the
Company all of the limited liability company interests that
it owns in Entergy International Ltd LLC, a Delaware limited
liability company ("EPDIC LLC"). Without the need for the
consent of any person or entity, the Company, and each
Officer and the Member on behalf of the Company, acting
singly or jointly, are hereby authorized to cause the Company
to execute, deliver and perform the limited liability company
agreement of EPDIC LLC, as the same may be amended from time
to time. The Company is hereby authorized to and shall
become a member of EPDIC LLC and exercise all rights and to
perform all duties associated with being a member of EPDIC
LLC.

11. Additional Contributions. The Member is not
required to make any additional capital contribution to the
Company. The Member may make additional capital
contributions to the Company in the sole discretion of the
Member.

12. Allocation of Profits and Losses. The
Company's profits and losses shall be allocated to the
Member.

13. Distributions. Distributions shall be made to
the Member at the times and in the aggregate amounts
determined by the Member. Notwithstanding any provision to
the contrary contained in this Agreement, the Company shall
not make a distribution to the Member on account of its
interest in the Company if such distribution would violate
Section 18-607 of the Act or other applicable law.

14. Management. In accordance with Section 18-402
of the Act, management of the Company shall be vested in the
Member. The Member shall have the power to do any and all
acts necessary, convenient or incidental to or for the
furtherance of the purposes described herein, including all
powers, statutory or otherwise, possessed by members of a
limited liability company under the laws of the State of
Delaware. The Member has the authority to bind the Company.

15. Officers. The Member may, from time to time
as it deems advisable, appoint officers of the Company (the
"Officers") and assign in writing titles (including, without
limitation, President, Vice President, Secretary, and
Treasurer) to any such person. Unless the Member decides
otherwise, if the title is one commonly used for officers of
a business corporation formed under the Delaware General
Corporation Law, the assignment of such title shall
constitute the delegation to such person of the authorities
and duties that are normally associated with that office.
Any delegation pursuant to this Section 15 may be revoked at
any time by the Member.

16. Other Business. The Member may engage in or
possess an interest in other business ventures (unconnected
with the Company) of every kind and description,
independently or with others. The Company shall not have any
rights in or to such independent ventures or the income or
profits therefrom by virtue of this Agreement.

17. Exculpation and Indemnification. No Member or
Officer shall be liable to the Company, any other person or
entity who has an interest in the Company for any loss,
damage or claim incurred by reason of any act or omission
performed or omitted by such Member or Officer in good faith
on behalf of the Company and in a manner reasonably believed
to be within the scope of the authority conferred on such
Member or Officer by this Agreement, except that a Member or
Officer shall be liable for any such loss, damage or claim
incurred by reason of such Member's or Officer's willful
misconduct. To the full extent permitted by applicable law,
a Member or
Officer shall be entitled to indemnification from the Company
for any loss, damage or claim incurred by such Member or
Officer by reason of any act or omission performed or omitted
by such Member or Officer in good faith on behalf of the
Company and in a manner reasonably believed to be within the
scope of the authority conferred on such Member or Officer by
this Agreement, except that no Member or Officer shall be
entitled to be indemnified in respect of any loss, damage or
claim incurred by such Member or Officer by reason of willful
misconduct with respect to such acts or omissions; provided,
however, that any indemnity under this Section 17 shall be
provided out of and to the extent of Company assets only, and
the Member shall not have personal liability on account
thereof.

18. Assignments. A Member may assign in whole or
in part its Shares with the written consent of the Member.
If a Member transfers all of its Shares pursuant to this
Section 18, the transferee shall be admitted to the Company
upon its execution of an instrument signifying its agreement
to be bound by the terms and conditions of this Agreement.
Such admission shall be deemed effective immediately prior to
the transfer, and, immediately following such admission, the
transferor Member shall cease to be a member of the Company.

19. Resignation. A Member may resign from the
Company with the written consent of the Member. If a Member
is permitted to resign pursuant to this Section 19, an
additional member shall be admitted to the Company, subject
to Section 20, upon its execution of an instrument signifying
its agreement to be bound by the terms and conditions of this
Agreement. Such admission shall be deemed effective
immediately prior to the resignation, and, immediately
following such admission, the resigning Member shall cease to
be a member of the Company.

20. Admission of Additional Members. One (1) or
more additional members of the Company may be admitted to the
Company with the written consent of the Member.

21. Dissolution.

(a) The Company shall dissolve, and its
affairs shall be wound up upon the first to occur of the
following: (i) the written consent of the Member, (ii) the
retirement, resignation or dissolution of the last remaining
Member or the occurrence of any other event which terminates
the continued membership of the last remaining Member in the
Company unless the business of the Company is continued in a
manner permitted by the Act, or (iii) the entry of a decree
of judicial dissolution under Section 18-802 of the Act.

(b) Except to the extent set forth in Section
21(a) of this Agreement, the occurrence of any event that
terminates the continued membership of a Member in the
Company shall not cause the dissolution of the Company, and,
upon the occurrence of such an event, the business of the
Company shall continue without dissolution.

(c) In the event of dissolution, the Company
shall conduct only such activities as are necessary to wind
up its affairs (including the sale of the assets of the
Company in an orderly manner), and the assets of the Company
shall be applied in the manner, and in the order of priority,
set forth in Section 18-804 of the Act.

(d) Except as set forth in this Section 21,
the Company shall have perpetual existence.

22. Separability of Provisions. Each provision of
this Agreement shall be considered separable and if for any
reason any provision or provisions herein are determined to
be invalid, unenforceable or illegal under any existing or
future law, such invalidity, unenforceability or illegality
shall not impair the operation of or affect those portions of
this Agreement which are valid, enforceable and legal.

23. Entire Agreement. This Agreement constitutes
the entire agreement of the Member with respect to the
subject matter hereof.

24. Governing Law. This Agreement shall be
governed by, and construed under, the laws of the State of
Delaware (without regard to conflict of laws principles), all
rights and remedies being governed by said laws.

25. Amendments. This Agreement may not be
modified, altered, supplemented or amended except pursuant to
a written agreement executed and delivered by the Member.

IN WITNESS WHEREOF, the undersigned, intending
to be legally bound hereby, has duly executed this Agreement
as of the 20th day of August, 1997.

ENTERGY CORPORATION, as Member

By:________________________________
Name:
Title:

Exhibit B-23(b)

LIMITED LIABILITY COMPANY AGREEMENT

ENTERGY INTERNATIONAL INVESTMENTS NO. 1 LTD LLC

This Limited Liability Company Agreement (this
"Agreement") of Entergy International Investments No. 1 Ltd
LLC is entered into by Entergy International Ltd LLC, a
Delaware limited liability company, as the member (the
"Member").

1. Name, Member and Certificates. The name of
the limited liability company formed hereby is Entergy
International Investments No. 1 Ltd LLC (the "Company"). The
sole member of the Company is Entergy International Ltd LLC.
Entergy International Ltd LLC, as the sole member of the
Company, shall own all of the limited liability company
interests in the Company (the "Shares"). The Company is
authorized to issue 1,000 Shares. The Company hereby issues
100 Shares to Entergy International Ltd LLC. The Member, on
behalf of the Company, shall cause the Company to issue to
Entergy International Ltd LLC a certificate representing the
Shares owned by it. Such certificate shall be signed on
behalf of the Company by the Chairman or Vice Chairman of the
Board of Directors of Entergy Corporation (who is either the
sole member of the sole member of Entergy International Ltd
LLC or the sole member of Entergy International Ltd LLC), if
any, or the President or a Vice President and by the
Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of Entergy Corporation, certifying the
number of Shares owned by Entergy International Ltd LLC in
the Company. Any or all of the signatures on the certificate
may be a facsimile. In case any officer of Entergy
Corporation shall have ceased to be such officer before such
certificate is issued, it may be issued by the Company with
the same effect as if he or she were such officer at the date
of issue.

2. Governmental Certificates. Entergy
International Ltd LLC, as an authorized person within the
meaning of the Act, shall execute, deliver and file the
Certificate of Formation with the Secretary of State of the
State of Delaware. The Member shall execute, deliver and
file any other certificates (and any amendments and/or
restatements thereof) necessary for the Company to qualify to
do business in a jurisdiction in which the Company may wish
to conduct business.

4. Powers. In furtherance of its purposes, but
subject to all of the provisions of this Agreement, the
Company shall have the power and is hereby authorized to:

e. borrow money and issue evidences of
indebtedness in furtherance of any or all of the purposes of
the Company, and secure the same by mortgage, pledge or other
lien on the assets of the Company;

f. invest any funds of the Company pending
distribution or payment of the same pursuant to the
provisions of this Agreement;

i. employ or otherwise engage employees,
managers, contractors, advisors, attorneys and consultants
and pay reasonable compensation for such services;

j. enter into partnerships, limited
liability companies, trusts, associations, corporations or
other ventures with other persons or entities in furtherance
of the purposes of the Company; and

5. Principal Business Office. The principal
business office of the Company shall be located at such
location as may hereafter be determined by the Member.

8. Member. The name and the mailing address of
the Member are as follows:

Name Address

Entergy International Ltd LLC 639 Loyola Avenue
New Orleans, LA 70113

10. Capital Contributions. The Member is deemed
admitted as a member of the Company upon its execution and
delivery of this Agreement. The Member shall, at such time
as the Member shall in its sole discretion determine,
contribute to the Company a ten percent (10%) shareholding
(the "UK Corp Shares") in Entergy Power UK Holdings Limited,
a private company limited by shares incorporated in England
and Wales ("UK Corp"). Without the need for the consent of
any person or entity, the Company, and each Officer and the
Member on behalf of the Company, acting singly or jointly,
are hereby authorized to cause the Company to own and dispose
of the UK Corp Shares and to exercise all rights and to
fulfill all duties of the Company associated with the UK Corp
Shares. In addition, the Member shall, at such time and in
such amount as the Member shall in its sole discretion
determine, contribute cash to the Company.

12. Allocation of Profits and Losses. The
Company's profits and losses shall be allocated to the
Member.

17. Exculpation and Indemnification. No Member or
Officer shall be liable to the Company, any other person or
entity who has an interest in the Company for any loss,
damage or claim incurred by reason of any act or omission
performed or omitted by such Member or Officer in good faith
on behalf of the Company and in a
manner reasonably believed to be within the scope of the
authority conferred on such Member or Officer by this
Agreement, except that a Member or Officer shall be liable
for any such loss, damage or claim incurred by reason of such
Member's or Officer's willful misconduct. To the full extent
permitted by applicable law, a Member or Officer shall be
entitled to indemnification from the Company for any loss,
damage or claim incurred by such Member or Officer by reason
of any act or omission performed or omitted by such Member or
Officer in good faith on behalf of the Company and in a
manner reasonably believed to be within the scope of the
authority conferred on such Member or Officer by this
Agreement, except that no Member or Officer shall be entitled
to be indemnified in respect of any loss, damage or claim
incurred by such Member or Officer by reason of willful
misconduct with respect to such acts or omissions; provided,
however, that any indemnity under this Section 17 shall be
provided out of and to the extent of Company assets only, and
the Member shall not have personal liability on account
thereof.

20. Admission of Additional Members. One (1) or
more additional members of the Company may be admitted to the
Company with the written consent of the Member.

21. Dissolution.

(d) Except as otherwise set forth in this
Section 21, the Company shall have perpetual existence.

22. Acquisition of Shares in Other Entities.
Without the need for the consent of any person or entity, the
Company, and each Officer and Member on behalf of the
Company, acting singly or jointly, are hereby authorized to
cause the Company to form Entergy London Holdings Limited, a
private company limited by shares incorporated in England and
Wales ("UK Holdings"), and, in connection therewith, to
acquire a ten percent (10%) shareholding in UK Holdings,
including, without limitation, by acquiring subscriber
share(s) and ordinary shares of UK Holdings (collectively,
the "UK Holding Shares"). It is understood that Entergy UK
Limited, a private company limited by shares incorporated in
England and Wales ("UK Ltd"), will acquire a ninety percent
(90%) shareholding in UK Holdings.

23. Share Exchange Agreement. Without the need
for the consent of any other person or entity, the Company,
and each Officer and the Member on behalf of the Company,
acting singly or jointly, are hereby authorized to cause the
Company to execute and deliver, and to consummate the
transactions contemplated by, the Share Exchange Agreement,
dated as of August 20, 1997 (the "Share Exchange Agreement"),
among the Company, UK Holdings and UK Ltd, pursuant to which,
inter alia, UK Holdings will acquire a ten percent (10%)
shareholding in UK Corp from the Company, and the Company
will be allotted 24,000,000 UK Holdings Shares. Without the
need for the consent of any person or entity, in order to
consummate the transactions contemplated by the Share
Exchange Agreement, the Company, and each Officer and the
Member on behalf of the Company, acting singly or jointly,
are hereby authorized to cause the Company to execute,
deliver and perform any or all documents, instruments or
agreements, including, without limitation, share transfer
forms.

24. Purchase of Shares in UK Holdings. Without
the need for the consent of any person or entity, the
Company, and each Officer and the Member on behalf of the
Company, acting singly or jointly, are hereby authorized to
cause the Company to subscribe for and purchase approximately
BPS9,000,000 (approximately $15,000,0000) of UK Holdings Shares
from UK Holdings. Without the need for the consent of any
person or entity, the Company, and each Officer and the
Member on behalf of the Company, acting singly or jointly,
are hereby authorized to cause the Company to own and dispose
the UK Holdings Shares (acquired in accordance with Sections
22, 23 and 24 of this Agreement or otherwise) and to exercise
all rights and to fulfill all duties of the Company
associated with the ownership of the UK Holdings Shares.

25. Separability of Provisions. Each provision of
this Agreement shall be considered separable and if for any
reason any provision or provisions herein are determined to
be invalid, unenforceable or illegal under any existing or
future law, such invalidity, unenforceability or illegality
shall not impair the operation of or affect those portions of
this Agreement which are valid, enforceable and legal.

26. Entire Agreement. This Agreement constitutes
the entire agreement of the Member with respect to the
subject matter hereof.

27. Governing Law. This Agreement shall be
governed by, and construed under, the laws of the State of
Delaware (without regard to conflict of laws principles), all
rights and remedies being governed by said laws.

28. Amendments. This Agreement may not be
modified, altered, supplemented or amended except pursuant to
a written agreement executed and delivered by the Member.

IN WITNESS WHEREOF, the undersigned, intending to
be legally bound hereby, has duly executed this Agreement as
of the 20th day of August, 1997.

ENTERGY INTERNATIONAL LTD LLC,
as Member

By: Entergy Corporation, as member

By:________________________________
Name:
Title:

Exhibit B-23(c)

LIMITED LIABILITY COMPANY AGREEMENT

ENTERGY INTERNATIONAL INVESTMENTS NO. 2 LTD LLC

This Limited Liability Company Agreement (this
"Agreement") of Entergy International Investments No. 2 Ltd
LLC is entered into by Entergy International Ltd LLC, a
Delaware limited liability company, as the member (the
"Member").

1. Name, Member and Certificates. The name of
the limited liability company formed hereby is Entergy
International Investments No. 2 Ltd LLC (the "Company"). The
sole member of the Company is Entergy International Ltd LLC.
Entergy International Ltd LLC, as the sole member of the
Company, shall own all of the limited liability company
interests in the Company (the "Shares"). The Company is
authorized to issue 1,000 Shares. The Company hereby issues
100 Shares to Entergy International Ltd LLC. The Member, on
behalf of the Company, shall cause the Company to issue to
Entergy International Ltd LLC a certificate representing the
Shares owned by it. Such certificate shall be signed on
behalf of the Company by the Chairman or Vice Chairman of the
Board of Directors of Entergy Corporation (who is either the
sole member of the sole member of Entergy International Ltd
LLC or the sole member of Entergy International Ltd LLC), if
any, or the President or a Vice President and by the
Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of Entergy Corporation, certifying the
number of Shares owned by Entergy International Ltd LLC in
the Company. Any or all of the signatures on the certificate
may be a facsimile. In case any officer of Entergy
Corporation shall have ceased to be such officer before such
certificate is issued, it may be issued by the Company with
the same effect as if he or she were such officer at the date
of issue.

4. Powers. In furtherance of its purposes, but
subject to all of the provisions of this Agreement, the
Company shall have the power and is hereby authorized to:

e. borrow money and issue evidences of
indebtedness in furtherance of any or all of the purposes of
the Company, and secure the same by mortgage, pledge or other
lien on the assets of the Company;

f. invest any funds of the Company pending
distribution or payment of the same pursuant to the
provisions of this Agreement;

i. employ or otherwise engage employees,
managers, contractors, advisors, attorneys and consultants
and pay reasonable compensation for such services;

j. enter into partnerships, limited
liability companies, trusts, associations, corporations or
other ventures with other persons or entities in furtherance
of the purposes of the Company; and

5. Principal Business Office. The principal
business office of the Company shall be located at such
location as may hereafter be determined by the Member.

8. Member. The name and the mailing address of
the Member are as follows:

Name Address

Entergy International Ltd LLC 639 Loyola Avenue
New Orleans, LA 70113

10. Capital Contributions. The Member is deemed
admitted as a member of the Company upon its execution and
delivery of this Agreement. The Member shall, at such time
as the Member shall in its sole discretion determine,
contribute to the Company a ninety percent (90%) shareholding
(the "UK Corp Shares") in Entergy Power UK Holdings Limited,
a private company limited by shares incorporated in England
and Wales ("UK Corp"). Without the need for the consent of
any person or entity, the Company, and each Officer and the
Member on behalf of the Company, acting singly or jointly,
are hereby authorized to cause the Company to own and dispose
of the UK Corp Shares and to exercise all rights and to
fulfill all duties of the Company associated with the UK Corp
Shares. In addition, the Member shall, at such time and in
such amount as the Member shall in its sole discretion
determine, contribute cash to the Company.

12. Allocation of Profits and Losses. The
Company's profits and losses shall be allocated to the
Member.

17. Exculpation and Indemnification. No Member or
Officer shall be liable to the Company, any other person or
entity who has an interest in the Company for any loss,
damage or claim incurred by reason of any act or omission
performed or omitted by such Member or Officer in good faith
on behalf of the Company and in a
manner reasonably believed to be within the scope of the
authority conferred on such Member or Officer by this
Agreement, except that a Member or Officer shall be liable
for any such loss, damage or claim incurred by reason of such
Member's or Officer's willful misconduct. To the full extent
permitted by applicable law, a Member or Officer shall be
entitled to indemnification from the Company for any loss,
damage or claim incurred by such Member or Officer by reason
of any act or omission performed or omitted by such Member or
Officer in good faith on behalf of the Company and in a
manner reasonably believed to be within the scope of the
authority conferred on such Member or Officer by this
Agreement, except that no Member or Officer shall be entitled
to be indemnified in respect of any loss, damage or claim
incurred by such Member or Officer by reason of willful
misconduct with respect to such acts or omissions; provided,
however, that any indemnity under this Section 17 shall be
provided out of and to the extent of Company assets only, and
the Member shall not have personal liability on account
thereof.

20. Admission of Additional Members. One (1) or
more additional members of the Company may be admitted to the
Company with the written consent of the Member.

21. Dissolution.

(d) Except as set forth in this Section 21,
the Company shall have perpetual existence.

22. Formation of Entergy UK Limited. Without the
need for the consent of any person or entity, the Company,
and each Officer and the Member on behalf of the Company,
acting singly or jointly, are hereby authorized to cause the
Company to take any and all actions to form and acquire
shares in Entergy UK Limited, a private company limited by
shares incorporated in England and Wales ("UK Ltd"),
including, without limitation, to acquire subscriber share(s)
and ordinary shares of UK Ltd (collectively, "UK Ltd
Shares").

23. Share Exchange Agreement. Without the need
for the consent of any other person or entity, the Company,
and each Officer and the Member on behalf of the Company,
acting singly or jointly, are hereby authorized to cause the
Company to execute and deliver, and to consummate the
transactions contemplated by, the Share Exchange Agreement,
dated as of August 20, 1997 (the "Share Exchange Agreement"),
between the Company and UK Ltd, pursuant to which UK Ltd will
acquire a ninety percent (90%) shareholding in UK Corp from
the Company, and the Company will be allotted 216,000,000
ordinary UK Ltd Shares. Without the need for the consent of
any person or entity, in order to consummate the transactions
contemplated by the Share Exchange Agreement, the Company,
and each Officer and the Member on behalf of the Company,
acting singly or jointly, are hereby authorized to cause the
Company to execute, deliver and perform any or all documents,
instruments or agreements, including, without limitation,
share transfer forms.

24. Purchase of Shares in UK Ltd. Without the
need for the consent of any person or entity, the Company,
and each Officer and the Member on behalf of the Company, are
hereby authorized to cause the Company to subscribe for and
purchase approximately BPS81,000,000 (approximately
$135,000,000) of UK Ltd Shares from UK Ltd. Without the need
for the consent of any person or entity, the Company, and
each Officer and the Member on behalf of the Company, acting
singly or jointly, are hereby authorized to cause the Company
to own and dispose the UK Ltd Shares (acquired in accordance
with Sections 22, 23 and 24 of this Agreement or otherwise)
and to exercise all rights and to fulfill all duties of the
Company associated with the ownership of the UK Ltd Shares.

26. Entire Agreement. This Agreement constitutes
the entire agreement of the Member with respect to the
subject matter hereof.

28. Amendments. This Agreement may not be
modified, altered, supplemented or amended except pursuant to
a written agreement executed and delivered by the Member.

IN WITNESS WHEREOF, the undersigned, intending
to be legally bound hereby, has duly executed this Agreement
as of the 20th day of August, 1997.

ENTERGY INTERNATIONAL LTD LLC,
as Member

By: Entergy Corporation, as member

By:________________________________
Name:
Title:

Exhibit B-23(d)

LIMITED LIABILITY COMPANY AGREEMENT

ENTERGY INTERNATIONAL LTD LLC

This Limited Liability Company Agreement (this
"Agreement") of Entergy International Ltd LLC is entered into
by Entergy Corporation, a Delaware corporation ("Entergy
Corp."), as the sole member of the Company (as defined below)
(including any substitute member of the Company, the
"Member").

1. Name, Member and Certificates. The name of
the limited liability company formed hereby is Entergy
International Ltd LLC (the "Company"). Except as provided in
Section 18 of this Agreement, the sole member of the Company
is Entergy Corporation. Entergy Corporation, as the sole
member of the Company, shall own all of the limited liability
company interests in the Company (the "Shares"). The Company
is authorized to issue 1,000 Shares. The Company hereby
issues 100 Shares to Entergy Corporation. The Member, on
behalf of the Company, shall cause the Company to issue to
Entergy Corporation a certificate representing the Shares
owned by it. Such certificate (the "Entergy Corporation
Certificate") shall be signed on behalf of the Company by the
Chairman or Vice Chairman of the Board of Directors of
Entergy Corporation (who is the sole member of the Company),
if any, or the President or a Vice President and by the
Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of Entergy Corporation, certifying the
number of Shares owned by Entergy Corporation in the Company.
Any or all of the signatures on the certificate may be a
facsimile. In case any officer of Entergy Corporation shall
have ceased to be such officer before such certificate is
issued, it may be issued by the Company with the same effect
as if he or she were such officer at the date of issue.

4. Powers. In furtherance of its purposes, but
subject to all of the provisions of this Agreement, the
Company shall have the power and is hereby authorized to:

e. borrow money and issue evidences of
indebtedness in furtherance of any or all of the purposes of
the Company, and secure the same by mortgage, pledge or other
lien on the assets of the Company;

f. invest any funds of the Company pending
distribution or payment of the same pursuant to the
provisions of this Agreement;

i. employ or otherwise engage employees,
managers, contractors, advisors, attorneys and consultants
and pay reasonable compensation for such services;

j. enter into partnerships, limited
liability companies, trusts, associations, corporations or
other ventures with other persons or entities in furtherance
of the purposes of the Company; and

5. Principal Business Office. The principal
business office of the Company shall be located at such
location as may be determined by the Member.

8. Member. The name and the mailing address of
the Member are as follows:

Name Address

Entergy Corporation 639 Loyola Avenue
New Orleans, LA 70113

10. Capital Contributions. The Member is deemed
admitted as a member of the Company upon its execution and
delivery of this Agreement. The Member has contributed or
will contribute all of the outstanding shares of Entergy
Power Development International Corporation, a Delaware
corporation ("EPDIC"), to the Company. Without the need for
the consent of any person or entity, the Company, and each
Officer and the Member on behalf of the Company, acting
singly or jointly, are hereby authorized to cause the Company
to own and dispose of all of the outstanding shares of EPDIC
and to exercise all rights and to fulfill all duties
associated with the ownership of such shares.

12. Allocation of Profits and Losses. The
Company's profits and losses shall be allocated to the
Member.

18. Assignments.

(a) A Member may assign in whole or in part
its Shares with the written consent of the Member. If a
Member transfers all of its Shares pursuant to this Section
18, the transferee shall be admitted to the Company upon its
execution of an instrument signifying its agreement to be
bound by the terms and conditions of this Agreement. Such
admission shall be deemed effective immediately prior to the
transfer, and, immediately following such admission, the
transferor Member shall cease to be a member of the Company.

(b) Notwithstanding anything in this
Agreement or the Act to the contrary, including, without
limitation, Section 18(a) of this Agreement, Entergy Corp.,
as the sole member of the Company, is hereby authorized, at
such time as it determines in its sole discretion, to
transfer (the "EPIC Transfer") all of its Shares in the
Company to Entergy International Holdings Ltd LLC, a Delaware
limited liability company ("EPIC LLC"). In connection the
EPIC Transfer, without the need for any action or consent of
any other person or entity, EPIC LLC shall be deemed admitted
to the Company as a member of the Company immediately prior
to Entergy Corp.'s ceasing to be a member of the Company in
connection with the EPIC Transfer. In connection with the
EPIC Transfer and at all times thereafter, EPIC LLC, as the
sole member of the Company, is hereby authorized to and shall
continue the business of the Company without dissolution. In
connection with the EPIC Transfer, the Entergy Corporation
Certificate shall be canceled and a new certificate shall be
issued to EPIC LLC by the Company. Such certificate shall be
signed on behalf of the Company by the Chairman or Vice
Chairman of the Board of Directors of Entergy Corporation
(who is the sole member of EPIC LLC), if any, or the
President or a Vice President and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant
Secretary of Entergy Corporation, certifying the number of
Shares owned by EPIC LLC in the Company. Any or all of the
signatures on the certificate may be a facsimile. In case
any officer of Entergy Corporation shall have ceased to be
such officer before such certificate is issued, it may be
issued by the Company with the same effect as if he or she
were such officer at the date of issue.

20. Admission of Additional Members. One (1) or
more additional members of the Company may be admitted to the
Company with the written consent of the Member.

21. Dissolution.

(d) Except as set forth in this Section 21,
the Company shall have perpetual existence.

22. Merger. Without the need for the consent of
any other person or entity, the Company is hereby authorized
to merge with and into EPDIC, with the Company being the
surviving entity (the "Merger"). Without the need for the
consent of any other person or entity, the Company is hereby
authorized to execute and deliver, and to consummate all of
the transactions contemplated by, the Agreement and Plan of
Merger, dated as of August 20, 1997 (the "Merger Agreement"),
between EPDIC and the Company. Any Officer and the Member,
acting singly or jointly, is hereby authorized (without the
need for the consent of any person or entity), at such time
in his or its sole discretion as he or it deems necessary or
appropriate, to execute, acknowledge, verify, deliver, and
record, for and in the name of the Company and, to the extent
necessary or appropriate, the Member, any and all documents
and instruments, including without limitation, the Merger
Agreement, the Certificate of Merger relating to the Merger
and those documents and instruments required or contemplated
by applicable law that the Officers or the Member, or any one
of them, deem necessary or appropriate to effectuate the
Merger.

After consummation of the Merger, the Company is
hereby authorized to own, dispose or otherwise deal with all
of the assets of EPDIC, including, without limitation, all of
the shares of Entergy Power UK Holdings Limited, a private
company limited by shares incorporated in England and Wales
("UK Corp").

23. Formation of Delaware Limited Liability
Companies. Without the need for the consent of any other
person or entity, the Company, and each Officer and the
Member on behalf of the Company, acting singly or jointly, is
hereby authorized to cause the Company to form two Delaware
limited liability companies to be known as Entergy
International Investments No. 1 Ltd LLC, a Delaware limited
liability company ("Sub 1"), and Entergy International
Investments No. 2 Ltd LLC, a Delaware limited liability
company ("Sub 2"). In connection with such formations, the
Company, and each Officer and the Member on behalf of the
Company, acting singly or jointly, are hereby authorized to
cause the Company to execute, deliver and perform the Limited
Liability Company Agreements of Sub 1 and Sub 2,
respectively, as amended from time to time.

24. Contribution of Interests to Delaware Limited
Liability Companies. Without the need for the consent of any
person or entity, the Company, and each Officer and the
Member on behalf of the Company, acting singly or jointly,
are hereby authorized to cause the Company (i) to contribute
a ten percent (10%) shareholding in UK Corp to Sub 1, and
(ii) to contribute a ninety percent (90%) shareholding in UK
Corp to Sub 2 (collectively, the "Transfers"). Without the
need for the consent of any person or entity, the Company,
and each Officer and the Member on behalf of the Company,
acting singly or jointly, are hereby authorized to cause the
Company to execute, deliver, and perform any and all
documents to give effect to the Transfers, including, without
limitation, stock transfer forms in favor of Sub 1 and Sub 2.

25. Borrowings and Contributions to Sub 1 and Sub
2. Without the need for the consent of any person or entity,
the Company, and each Officer and the Member on behalf of the
Company, acting singly or jointly, are hereby authorized to
cause the Company to execute and deliver, and to consummate
the transactions contemplated by, a Term Loan Facility
arranged by ABN AMRO Bank and Union Bank of Switzerland, New
York Branch (the "Bank Line"). Without the need for the
consent of any person or entity, the Company, and each
Officer and the Member on behalf of the Company, acting
singly or jointly, are hereby authorized to cause the Company
to draw down on the Bank Line and (i) to use such funds to
make contributions to Sub 1 and/or Sub 2, in such amounts and
at such times as any Officer or the Member, acting singly or
jointly, may determine, and/or (ii) to retain such funds in
and for the use of the Company.

26. Separability of Provisions. Each provision of
this Agreement shall be considered separable and if for any
reason any provision or provisions herein are determined to
be invalid, unenforceable or illegal under any existing or
future law, such invalidity, unenforceability or illegality
shall not impair the operation of or affect those portions of
this Agreement which are valid, enforceable and legal.

27. Entire Agreement. This Agreement constitutes
the entire agreement of the Member with respect to the
subject matter hereof.

28. Governing Law. This Agreement shall be
governed by, and construed under, the laws of the State of
Delaware (without regard to conflict of laws principles), all
rights and remedies being governed by said laws.

29. Amendments. This Agreement may not be
modified, altered, supplemented or amended except pursuant to
a written agreement executed and delivered by the Member.

IN WITNESS WHEREOF, the undersigned, intending
to be legally bound hereby, has duly executed this Agreement
as of the 20th day of August, 1997.

ENTERGY CORPORATION, as member

By:________________________________
Name:
Title:

AGREED AND CONSENTED TO (to reflect
its acceptance of the assignment of all of the
limited liability company interests in the Company
from Entergy Corp. in connection with the EPIC
Transfers and its admission as a member of the
Company at such time as Entergy Corp.
determines in its sole discretion in accordance
with Section 18(b) of this Agreement):

ENTERGY INTERNATIONAL HOLDINGS LTD LLC

By: Entergy Corporation, as member

By:
Name:
Title:

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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

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<NET-INCOME> 141,757
13,355
<EARNINGS-AVAILABLE-FOR-COMM> 128,402
<COMMON-STOCK-DIVIDENDS> 145,400
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 341,126
<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-31-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,053,532
<OTHER-PROPERTY-AND-INVEST> 13,288
<TOTAL-CURRENT-ASSETS> 270,301
<TOTAL-DEFERRED-CHARGES> 102,440
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 1,439,561
<COMMON> 199,326
<CAPITAL-SURPLUS-PAID-IN> (59)
<RETAINED-EARNINGS> 229,181
<TOTAL-COMMON-STOCKHOLDERS-EQ> 428,448
0
50,381
<LONG-TERM-DEBT-NET> 464,156
<SHORT-TERM-NOTES> 47,162
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 20
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 449,394
<TOT-CAPITALIZATION-AND-LIAB> 1,439,561
<GROSS-OPERATING-REVENUE> 937,395
<INCOME-TAX-EXPENSE> 26,744
<OTHER-OPERATING-EXPENSES> 800,647
<TOTAL-OPERATING-EXPENSES> 800,647
<OPERATING-INCOME-LOSS> 136,748
<OTHER-INCOME-NET> 1,462
<INCOME-BEFORE-INTEREST-EXPEN> 138,210
<TOTAL-INTEREST-EXPENSE> 44,805
<NET-INCOME> 66,661
4,044
<EARNINGS-AVAILABLE-FOR-COMM> 62,617
<COMMON-STOCK-DIVIDENDS> 59,200
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 159,086
<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-31-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 293,976
<OTHER-PROPERTY-AND-INVEST> 3,259
<TOTAL-CURRENT-ASSETS> 119,804
<TOTAL-DEFERRED-CHARGES> 81,111
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 498,150
<COMMON> 33,744
<CAPITAL-SURPLUS-PAID-IN> 36,294
<RETAINED-EARNINGS> 61,558
<TOTAL-COMMON-STOCKHOLDERS-EQ> 131,596
0
19,780
<LONG-TERM-DEBT-NET> 168,953
<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> 177,821
<TOT-CAPITALIZATION-AND-LIAB> 498,150
<GROSS-OPERATING-REVENUE> 504,822
<INCOME-TAX-EXPENSE> 12,142
<OTHER-OPERATING-EXPENSES> 462,531
<TOTAL-OPERATING-EXPENSES> 462,531
<OPERATING-INCOME-LOSS> 42,291
<OTHER-INCOME-NET> 303
<INCOME-BEFORE-INTEREST-EXPEN> 42,594
<TOTAL-INTEREST-EXPENSE> 15,001
<NET-INCOME> 15,451
965
<EARNINGS-AVAILABLE-FOR-COMM> 14,486
<COMMON-STOCK-DIVIDENDS> 26,000
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 48,588
<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-31-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,480,174
<OTHER-PROPERTY-AND-INVEST> 85,912
<TOTAL-CURRENT-ASSETS> 365,029
<TOTAL-DEFERRED-CHARGES> 500,916
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 3,432,031
<COMMON> 789,350
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 60,583
<TOTAL-COMMON-STOCKHOLDERS-EQ> 849,933
0
0
<LONG-TERM-DEBT-NET> 1,341,948
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 70,000
0
<CAPITAL-LEASE-OBLIGATIONS> 22,213
<LEASES-CURRENT> 41,977
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,105,960
<TOT-CAPITALIZATION-AND-LIAB> 3,432,031
<GROSS-OPERATING-REVENUE> 633,698
<INCOME-TAX-EXPENSE> 74,654
<OTHER-OPERATING-EXPENSES> 340,505
<TOTAL-OPERATING-EXPENSES> 340,505
<OPERATING-INCOME-LOSS> 293,193
<OTHER-INCOME-NET> 10,726
<INCOME-BEFORE-INTEREST-EXPEN> 303,919
<TOTAL-INTEREST-EXPENSE> 126,970
<NET-INCOME> 102,295
0
<EARNINGS-AVAILABLE-FOR-COMM> 102,295
<COMMON-STOCK-DIVIDENDS> 113,800
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 278,146
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>

<ARTICLE> OPUR1
<CIK> 0000065984
<NAME> ENTERGY CORPORATION (PARENT)
<SUBSIDIARY>
<NUMBER> 022
<NAME> ENTERGY CORPORATION (PARENT)
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 6,832,590
<TOTAL-CURRENT-ASSETS> 46,189
<TOTAL-DEFERRED-CHARGES> 89,315
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 6,968,094
<COMMON> 2,461
<CAPITAL-SURPLUS-PAID-IN> 4,613,572
<RETAINED-EARNINGS> 2,157,912
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,693,516
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 186,000
<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> 8,149
<TOT-CAPITALIZATION-AND-LIAB> 6,968,094
<GROSS-OPERATING-REVENUE> 325,419
<INCOME-TAX-EXPENSE> 3,438
<OTHER-OPERATING-EXPENSES> 63,476
<TOTAL-OPERATING-EXPENSES> 63,476
<OPERATING-INCOME-LOSS> 261,943
<OTHER-INCOME-NET> 5,086
<INCOME-BEFORE-INTEREST-EXPEN> 267,029
<TOTAL-INTEREST-EXPENSE> 15,908
<NET-INCOME> 247,683
0
<EARNINGS-AVAILABLE-FOR-COMM> 247,683
<COMMON-STOCK-DIVIDENDS> 438,183
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 505,510
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> OPUR1
<CIK> 0000867439
<NAME> ENTERGY OPERATIONS, INC.
<SUBSIDIARY>
<NUMBER> 026
<NAME> ENTERGY OPERATIONS, INC.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,430
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 46,799
<TOTAL-DEFERRED-CHARGES> 1,012
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 51,241
<COMMON> 5
<CAPITAL-SURPLUS-PAID-IN> 995
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,000
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 14,952
<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> 35,289
<TOT-CAPITALIZATION-AND-LIAB> 51,241
<GROSS-OPERATING-REVENUE> 700,419
<INCOME-TAX-EXPENSE> 269
<OTHER-OPERATING-EXPENSES> 699,312
<TOTAL-OPERATING-EXPENSES> 699,312
<OPERATING-INCOME-LOSS> 1,107
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 1,107
<TOTAL-INTEREST-EXPENSE> 838
<NET-INCOME> 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 20
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> OPUR1
<CIK> 0000869254
<NAME> ENTERGY POWER, INC.
<SUBSIDIARY>
<NUMBER> 030
<NAME> ENTERGY POWER, INC.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 95,849
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 56,967
<TOTAL-DEFERRED-CHARGES> 297
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 153,113
<COMMON> 55
<CAPITAL-SURPLUS-PAID-IN> 174,950
<RETAINED-EARNINGS> (63,835)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 111,170
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> 41,943
<TOT-CAPITALIZATION-AND-LIAB> 153,113
<GROSS-OPERATING-REVENUE> 94,080
<INCOME-TAX-EXPENSE> 4,269
<OTHER-OPERATING-EXPENSES> 83,549
<TOTAL-OPERATING-EXPENSES> 83,549
<OPERATING-INCOME-LOSS> 10,531
<OTHER-INCOME-NET> 1,626
<INCOME-BEFORE-INTEREST-EXPEN> 12,157
<TOTAL-INTEREST-EXPENSE> 1
<NET-INCOME> 7,887
0
<EARNINGS-AVAILABLE-FOR-COMM> 7,887
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (6,234)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> OPUR1
<CIK> 0000810347
<NAME> ENTERGY SERVICES, INC.
<SUBSIDIARY>
<NUMBER> 034
<NAME> ENTERGY SERVICES, INC.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 76,082
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 124,360
<TOTAL-DEFERRED-CHARGES> 16,426
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 216,868
<COMMON> 20
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 20
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 29,104
<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> 187,744
<TOT-CAPITALIZATION-AND-LIAB> 216,868
<GROSS-OPERATING-REVENUE> 512,895
<INCOME-TAX-EXPENSE> 9,529
<OTHER-OPERATING-EXPENSES> 501,095
<TOTAL-OPERATING-EXPENSES> 501,095
<OPERATING-INCOME-LOSS> 11,800
<OTHER-INCOME-NET> 280
<INCOME-BEFORE-INTEREST-EXPEN> 12,080
<TOTAL-INTEREST-EXPENSE> 2,551
<NET-INCOME> 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 13,527
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> OPUR1
<CIK> 0000096035
<NAME> SYSTEM FUELS, INC.
<SUBSIDIARY>
<NUMBER> 019
<NAME> SYSTEM FUELS, INC.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 60,692
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 57,784
<TOTAL-DEFERRED-CHARGES> 71
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 118,547
<COMMON> 20
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 20
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 55,854
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 8,653
<LEASES-CURRENT> 3,249
<OTHER-ITEMS-CAPITAL-AND-LIAB> 50,771
<TOT-CAPITALIZATION-AND-LIAB> 118,547
<GROSS-OPERATING-REVENUE> 203,276
<INCOME-TAX-EXPENSE> (6,619)
<OTHER-OPERATING-EXPENSES> 207,083
<TOTAL-OPERATING-EXPENSES> 207,083
<OPERATING-INCOME-LOSS> (3,807)
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> (3,807)
<TOTAL-INTEREST-EXPENSE> 2,812
<NET-INCOME> 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 1,442
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> OPUR1
<CIK> 0000833411
<NAME> ENTERGY ENTERPRISES, INC.
<SUBSIDIARY>
<NUMBER> 025
<NAME> ENTERGY ENTERPRISES, INC.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 97,368
<TOTAL-CURRENT-ASSETS> 39,807
<TOTAL-DEFERRED-CHARGES> 21,773
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 158,948
<COMMON> 57,400
<CAPITAL-SURPLUS-PAID-IN> 153,000
<RETAINED-EARNINGS> (141,922)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 68,478
0
0
<LONG-TERM-DEBT-NET> 7,793
<SHORT-TERM-NOTES> 1,484
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 92
<OTHER-ITEMS-CAPITAL-AND-LIAB> 81,101
<TOT-CAPITALIZATION-AND-LIAB> 158,948
<GROSS-OPERATING-REVENUE> 132,573
<INCOME-TAX-EXPENSE> (16,667)
<OTHER-OPERATING-EXPENSES> 176,525
<TOTAL-OPERATING-EXPENSES> 176,525
<OPERATING-INCOME-LOSS> (43,952)
<OTHER-INCOME-NET> (25)
<INCOME-BEFORE-INTEREST-EXPEN> (43,927)
<TOTAL-INTEREST-EXPENSE> 5,660
<NET-INCOME> (32,970)
0
<EARNINGS-AVAILABLE-FOR-COMM> (32,970)
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 26,062
<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-31-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 4,538,186
<OTHER-PROPERTY-AND-INVEST> 364,415
<TOTAL-CURRENT-ASSETS> 735,208
<TOTAL-DEFERRED-CHARGES> 850,828
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 6,488,637
<COMMON> 114,055
<CAPITAL-SURPLUS-PAID-IN> 1,152,575
<RETAINED-EARNINGS> 284,165
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,550,795
153,978
201,444
<LONG-TERM-DEBT-NET> 1,702,719
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 190,890
0
<CAPITAL-LEASE-OBLIGATIONS> 92,055
<LEASES-CURRENT> 30,280
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,566,476
<TOT-CAPITALIZATION-AND-LIAB> 6,488,637
<GROSS-OPERATING-REVENUE> 2,147,829
<INCOME-TAX-EXPENSE> 22,402
<OTHER-OPERATING-EXPENSES> 1,617,283
<TOTAL-OPERATING-EXPENSES> 1,617,283
<OPERATING-INCOME-LOSS> 530,546
<OTHER-INCOME-NET> (269,924)
<INCOME-BEFORE-INTEREST-EXPEN> 260,622
<TOTAL-INTEREST-EXPENSE> 178,244
<NET-INCOME> 59,976
23,865
<EARNINGS-AVAILABLE-FOR-COMM> 36,111
<COMMON-STOCK-DIVIDENDS> 77,200
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 466,324
<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> 007
<NAME> ENTERGY GULF STATES, INC. (PARENT)
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 4,517,770
<OTHER-PROPERTY-AND-INVEST> 400,140
<TOTAL-CURRENT-ASSETS> 719,390
<TOTAL-DEFERRED-CHARGES> 850,828
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 6,488,128
<COMMON> 114,055
<CAPITAL-SURPLUS-PAID-IN> 1,152,575
<RETAINED-EARNINGS> 284,165
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,550,795
153,978
201,444
<LONG-TERM-DEBT-NET> 1,702,719
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 190,890
0
<CAPITAL-LEASE-OBLIGATIONS> 92,055
<LEASES-CURRENT> 30,280
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,565,966
<TOT-CAPITALIZATION-AND-LIAB> 6,488,127
<GROSS-OPERATING-REVENUE> 2,146,837
<INCOME-TAX-EXPENSE> 21,237
<OTHER-OPERATING-EXPENSES> 1,618,247
<TOTAL-OPERATING-EXPENSES> 1,618,247
<OPERATING-INCOME-LOSS> 528,590
<OTHER-INCOME-NET> (268,767)
<INCOME-BEFORE-INTEREST-EXPEN> 259,823
<TOTAL-INTEREST-EXPENSE> 178,610
<NET-INCOME> 59,976
23,865
<EARNINGS-AVAILABLE-FOR-COMM> 36,111
<COMMON-STOCK-DIVIDENDS> 77,200
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 464,979
<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> 008
<NAME> GSG&T
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 20,416
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 1,875
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 22,291
<COMMON> 25
<CAPITAL-SURPLUS-PAID-IN> 7,122
<RETAINED-EARNINGS> 5,352
<TOTAL-COMMON-STOCKHOLDERS-EQ> 12,499
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 8,985
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> OPUR1
<CIK> 0000044570
<NAME> ENTERGY GULF STATES, INC.
<SUBSIDIARY>
<NUMBER> 010
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<S> <C>
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</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> OPUR1
<CIK> 0000044570
<NAME> ENTERGY GULF STATES, INC.
<SUBSIDIARY>
<NUMBER> 011
<NAME> VARIBUS
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</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> OPUR1
<CIK> 0000044570
<NAME> ENTERGY GULF STATES, INC.
<SUBSIDIARY>
<NUMBER> 009
<NAME> POG
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</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> OPUR1
<CIK> 0000007323
<NAME> ENTERGY ARKANSAS, INC.
<SUBSIDIARY>
<NUMBER> 002
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