ENTERGY CORP /DE/, U5S, 1999-04-27

ENTERGY CORP /DE/
U5S, 1999-04-27
ELECTRIC SERVICES

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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM U5S

ANNUAL REPORT

For the Year Ended December 31, 1998

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, 1998 1

2 Acquisitions or Sales of Utility Assets 9

3 Issue, Sale, Pledge, Guarantee or Assumption
of System Securities 9

4 Acquisition, Redemption or Retirement of
System Securities 10

5 Investments in Securities of Non-System Companies 18

6 Officers and Directors 19

7 Contributions and Public Relations 50

8 Service, Sales and Construction Contracts 54

9 Wholesale Generators and Foreign Utility Companies 57

10 Financial Statements and Exhibits 64

Signatures 81

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31,
1998

Number of % of Issuer Owner's
Name of Company (1) Common Voting Book Book
(and abbreviations used herein) Shares Owned Power Value Value
(OOOs) (000s)
<S> <C> <C> <C> <C>
Entergy Corporation (2,7,8,9,10)

Entergy Arkansas, Inc. (Entergy Arkansas) ( 2,3,4) 46,980,196 100 $1,078,459 $1,078,459

The Arklahoma Corporation (ARKCO) (4) 170 47.6 $ 213 $ 213

Entergy Gulf States, Inc. (Entergy Gulf States) (2) 100 100 $1,468,835 $1,891,730

Varibus Corporation (Varibus) 100,000 100 $ 23,352 $ 23,352

Prudential Oil and Gas, Inc. (POG) 11,537 100 $ 4,789 $ 4,789

Southern Gulf Railway Company (Southern Gulf) 1,000 100 $ 60 $ 60

GSG&T Inc. (GSG&T) 25,000 100 $ 13,601 $ 13,601

Entergy Louisiana, Inc. (Entergy Louisiana ) (2, 3) 165,173,180 100 $1,161,318 $1,161,318

Entergy Mississippi, Inc. (Entergy Mississippi ) (2, 3) 8,666,357 100 $ 421,716 $ 421,716

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 $ 137,068 $ 137,068

System Energy Resources, Inc. (System Energy) (2) 789,350 100 $ 884,109 $ 884,109

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

Entergy Enterprises, Inc. (Entergy Enterprises) 57,400 100 $ 17,590 $ 17,590

Entergy Operations Services, Inc. (EOS) 480 16 $ 318 $ 318

Entergy Nuclear, Inc. (ENI) 3,000 100 $ 1,720 $ 1,720

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

Entergy Power, Inc. 11,000 100 $ 123,310 $ 123,310

Entergy Operations Services, Inc. (EOS) 2,520 84 $ 1,954 $ 1,954

</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 82,100 100 $ 202,264 $ 202,264
(Entergy Power Development) (7)

Entergy Pakistan, Ltd. (6) 378 100 $ 36,236 $ 36,236

Entergy Power Liberty, Ltd. (6) 100 100 $ (1) $ (1)

Entergy Power Asia, Ltd. (6) 1,002 100 $ 949 $ 949

Entergy Power CBA Holding, Ltd. (6) 12,000 100 $ 3,754 $ 3,754

EP Edegel, Inc. (6) 2,000 100 $ 121,015 $ 121,015

Entergy Power Peru, S.A. (6) 425,702,300 100 $ 143,380 $ 190,214

Generandes Peru S.A. (6) 425,714,721 34.7 SL 606,660 SL 124,964

Edegel S.A. (6) 1,335,408,504 60 SL 1,744,769 SL 1,748,616

Entergy Power BJE Holding, Ltd. (7) 200 100 $ 485 $ 485

Bom Jardim Energetica, Ltda. (7) 344,847 99 $ 310 $ 310

Entergy do Brazil LTDA (7) 2,277,000 99 $ 157 $ 157

Entergy Power BJE, Ltd. (7) 1,000 100 $ - $ -

Bom Jardim Energetic, Ltda (7) 3,483 1 $ 3 $ 3

Entergy do Brazil (7) 23,000 1 $ - $ -

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

Entergy S.A. (6) 2,230,000 100 $ 10,936 $ 10,936

Entergy Power Chile, Inc. (6) 1 100 $ 13,848 $ 13,848

Entergy Power Chile, S.A. (6) 4,000,100 100 $ 11,255 $ 13,874

Inversiones Electricas Quilota S.A. (6) 512,502 50.01 CP 6,206,091 CP 11,255

Compania Electrica San Isidro S.A. (6) 1,244,001 50.01 CP12,376,686 CP 12,376,686

Entergy Power Netherlands Company BV (7) 800 100 $ 59 $ 59

Sabinas Power Company BV (7) 400 100 $ 20 $ 20

Entergy Power Argentina, Ltd. (7) 1,000 100 $ 584 $ 584

</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 Argentina LDC (7) 999 99.9 $ 591 $ 591

Entergy Power Generation Argentina SRL (7) 11,999 99.9 $ 603 $ 603

Entergy Power Transmission Argentina SRL (7) 1 0.1 $ - $ -

Entergy Power Nogales Argentina SRL (7) 1 0.1 $ - $ -

Entergy Power Nogales, Ltd. (7) 1,000 100 $ (14) $ (14)

Entergy Power Nogales LDC (7) 999 99.9 $ (6) $ (6)

Entergy Power Nogales Argentina SRL (7) 11,999 99.9 $ - $ -

Entergy Power Generation Argentina SRL (7) 1 0.1 $ - $ -

Entergy Power Cayman Investments, Ltd. (7) 1 100 $ (3) $ (3)

Entergy Power Generation Argentina LDC (7) 1 0.1 $ 3 $ 3

Entergy Power Nogales LDC (7) 1 0.1 $ - $ -

Entergy Power Transmission Argentina LDC (7) 1 0.1 $ - $ -

Entergy Power Transmission Argentina, Ltd. (7) 1,000 100 $ (9) $ (9)

Entergy Power Transmission Argentina LDC (7) 999 99.9 $ (4) $ (4)

Entergy Power Argentina Transmission SRL (7) 11,999 99.9 $ - $ -

Entergy Power Saltend Holding, Ltd. (6) 2,000 100 $ 467 $ 467

Entergy Power Saltend, Ltd. (6) 1,000 100 $ 472 $ 472

Saltend Cogeneration Company, Ltd. (6) 1,000 100 $ 481 $ 481

Entergy Power Europe Holding, Ltd. (6) 1,000 100 $ (5) $ (5)

Entergy Power Damhead Creek Holding I, Ltd. (6) 2,000 100 $ (717) $ (717)

Entergy Power Damhead Creek Holding II, Ltd. (6) 1,000 100 $ (712) $ (712)

Entergy Power Properties (Kingsnorth), Ltd. (7) 5,002 100 $ - $ -

Entergy Power Damhead Creek Holding III, Ltd. (6) 2,000 100 $ (711) $ (711)

Damhead Creek Holding Limited (6) 2 100 $ (878) $ (707)
</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>
Damhead Creek Limited (6) 1,200,101 100 $66,488 $66,488

Damhead Creek Finance Ltd. (6) 200 100 $ 43 $ 43

Entergy Power Operations Damhead 1 0.1 $ - $ -
Creek Limited Partnership (6)

Entergy Power Peak Downs, Ltd. (7) 1,000 100 $ 1 $ 1

Entergy Australia Generation Holdings, Ltd. (7) 1,000 100 $ 922 $ 922

Entergy Australia Generation, Ltd. (6) 1,000 100 $ 928 $ 928

Entergy Wandoan Coal Resources, Pty., Ltd. (6) 1,000 100 $ 935 $ 935

Entergy Peak Downs Generation, Pty., Ltd. (7) 1,000 100 $ - $ -

Entergy Wandoan Generation, Pty., Ltd. (6) 1,000 100 $ - $ -

Entergy Tarong Coal Generation, Pty., Ltd. (6) 1,000 100 $ - $ -

Entergy Global Trading Holdings, Ltd. (7) 1,000 100 $ 3,892 $ 3,892

EGT Holdings, Ltd. (7) 1,000 100 $ 3,892 $ 3,892

Entergy Trading and Marketing, Ltd. (7) 2 100 $ 3,892 $ 3,892

Entergy Power Generation Corporation (6,10) 1,000 100 $ (429) $ (429)

Entergy Nuclear Generation Corporation (6,10) 1 100 $ * $ *

Entergy Global Power Operations Corporation (9) 1,000 100 $ (434) $ (522)

Entergy Power Operations U.S., Inc. (9) 1,000 100 $ 1 $ 1

Entergy Power Operations Corporation (6) 1,000 100 $ (431) $ (431)

Entergy Power Operations Holdings, Ltd. (6) 10 100 $ 426 $ 425

Entergy Power Operations Pakistan LDC (6) 190 95 $ 98 $ 98

Entergy Power Operations U.K., Ltd. (6) 1,000 100 $ 306 $ 306

Entergy Power Operations Damhead Creek Corporation (6) 999 99.9 $ 1 $ 1

Entergy Power Operations Damhead Creek ** 100 $ - $ -
Limited Partnership (6)

Entergy Power International Holdings Corporation (6) 1,000 100 $(8,175) $(8,163)

</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 China Holdings Ltd. (6) 2,000 100 $ 22,968 $ 22,968

Entergy Power International Holding I, Ltd. (6) 10 100 $ 22,971 $ 22,971

Entergy Electric Asia, Ltd. (6) 100 100 $ 22,983 $ 22,983

Nantong Entergy Heat and Power Co., Ltd. (6) ** 92 $ 25,355 $ 25,343

Entergy Power International Haian, Ltd. (7) 100 100 $ (4) $ (4)

Entergy Power Marketing Corporation (EPMC) 250 100 $ 79,804 $ 79,804

Entergy Business Solutions Inc*** 3,000 100 $ 5,423 $ 5,423

Entergy Technology Holding Company (ETHC) 10 100 $ 151,294 $ 151,294

Entergy Technology Corporation (ETC) 10 100 $ 5,202 $ 5,202

Entergy Security Corporation 4,424,472 100 $ 214,438 $ 214,438

Entergy International Holdings, Ltd. LLC (6,8) 100 100 $1,098,881 $1,098,881

Entergy International, Ltd. LLC (6) 100 100 $1,103,375 $1,103,375

Entergy Power Edesur Holding, Ltd. (6) 12,000 100 $ 58,221 $ 58,221

Entergy International Investments No. 2 Ltd., LLC (6) 307,310 100 $ 371,628 $ 371,628

Entergy UK Holding Company (6) 307,310 100 $ 507,348 $ 507,348

Entergy UK, Ltd. (6) 307,310 100 $ 912,051 $ 912,051

Entergy UK Enterprises (8) 574,000 100 $ 960,771 $ 960,771

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

Entergy US DB I LLC (8) 6,588 100 $ 2,915 $ 2,915

Entergy Australia Debt I (8) 40,000 100 $ 2,915 $ 2,915

Entergy Australia DB I, Pty., Ltd. (8) 40,000 1 $ 2,915 $ 2,915

EPG Cayman Holding II (6)**** 1 100 $ 291,455 $ 291,455

Entergy US DB IV LLC (8) 658,912,260 100 $ 291,455 $ 291,455

Entergy US DB III LLC (8) 3,164,678 100 $ 291,455 $ 291,455

Entergy US DB II LLC (8) 655,747,582 20 $ 291,455 $ 291,455

</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 Australia/Sub Co., Pty., Ltd. (8) 658,912,260 100 $291,455 $291,455

Entergy Australia Debt II (8) 40,000 100 $291,455 $291,455

Entergy Victoria (8) 291,800 100 $ 3,665 $ 3,665

Entergy Australia DB I, Pty., Ltd. (8) 40,000 99 $294,370 $294,370

Entergy Australia DB IA (8) 40,000 100 $294,370 $294,370

Entergy Australia DB 2 (8) 1 100 $ 1 $ 1

Entergy Australia DB 3 (8) 546,189 100 $333,339 $333,339

Entergy Australia DB 5 (8) 40,400 100 $333,339 $333,339

Entergy Australia DB 4 (8) 40,400 100 $337,643 $337,643

Entergy Australia 6,587,841 100 $ 3,298 $ 3,298
DB 6, Pty., Ltd. (8)

Entergy Australia 6,588,839 1 $ 3,298 $ 3,298
DB 8, Pty., Ltd. (8)

Entergy Victoria 4,999,501 100 $ 4,303 $ 4,303
Holding LDC (8)

Entergy Australia 652,196,020 99 $326,534 $326,534
DB 8, Pty., Ltd. (8)

</TABLE>

* Less than $1,000
** Joint venture interest
*** Subsequently Entergy Holdings, Inc.
**** These companies and their subsidiaries are accounted for on a cost basis.
(SL) Peruvian Soles
(CP) Chilean Peso

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 1998, 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, 1998, 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 $81,453,326, $98,933,812,
$99,270,332, $86,522,647, $15,898,112 and $281,178,427,
respectively. Entergy Operations, Entergy Services, Entergy
Mississippi, and System Fuels had total borrowings in the
money pool in the amounts of $6,497,693, $62,156,092,
$444,767 and $35,350,156, respectively. The unborrowed
balance in the money pool amounted to $558,386,947 as of
December 31, 1998, 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, 1998, approximate loans to System Fuels from
its parent companies were as follows: Entergy Arkansas $11.0
million; Entergy Louisiana, $14.2 million; Entergy
Mississippi, $5.5 million; and Entergy New Orleans, $3.3
million. These loans mature in 2008.

(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) At December 31, 1998, Entergy Corporation owned, indirectly
through Entergy Power Development Corporation, a FUCO, 100% of
the outstanding capital stock of Entergy Power Peak Downs, Ltd.,
Entergy Power Argentina, Ltd., Entergy Power Generation
Argentina, LDC, Entergy Power Generation Argentina SRL, Entergy
Power Cayman Investments, Ltd., Entergy Power Nogales, Ltd.,
Entergy Power Nogales, LDC, Entergy Power Nogales Argentina SRL,
Entergy Power Transmission Argentina, Ltd., Entergy Power
Transmission Argentina LDC, Entergy Power Transmission Argentina
SRL, Entergy Power Properties (Kingsnorth), Ltd., Entergy Power
BJE Holding, Ltd., Bom Jardim Energetica, Ltd., Entergy do Brazil
LTDA, Entergy Power BJE, Ltd., Entergy Power Netherlands Company
BV, Sabinas Power Company BV, Entergy Power Generation Peak
Downs, Pty., Ltd., Entergy Wandoan Coal Resources Pty. Limited,
, Entergy Peak Downs Ltd., Entergy Tarong Coal Generation Pty.,
Limited. Such companies were organized principally to develop,
and potentially to acquire and hold, additional investments in
FUCOs. In addition, at December 31, 1998, Entergy Corporation
owned, indirectly through Entergy Power Development Corporation,
100% of the outstanding capital stock of Entergy Global Trading
Holdings, Ltd., EGT Holdings, Ltd. and Entergy Trading and
Marketing, Ltd. Such companies were organized principally to
trade energy commodities in order to manage the fuel supply and
power sales risks of certain of Entergy's FUCOs. At December 31,
1998 none of such companies owned any facilities used for the
generation, transmission or distribution of electric energy.

(8) At December 31, 1998, Entergy Corporation owned, indirectly
through Entergy International Holdings Ltd. LLC, a FUCO,
100% of the outstanding capital stock of Entergy
International Investments No. 2 Ltd. LLC, Entergy UK Holding
Company, Entergy UK, Ltd., EPG Cayman Holding I, EPG Cayman
Holding II, Entergy Victoria LDC, Entergy Victoria Holdings
LDC, Entergy US DB I LLC, Entergy US DB II LLC, Entergy US
DB III LLC, Entergy US DB IV LLC, Entergy Australia Debt I,
Entergy Australia Debt II, Entergy Australia DB I, Pty.,
Ltd., Entergy Australia/Sub Co., Pty., Ltd., Entergy
Australia DB IA, Entergy Australia DB 2, Entergy Australia
DB 3, Entergy Australia DB 4, Entergy Australia DB 5,
Entergy Australia DB 6, Pty., Ltd. and Entergy Australia DB
8, Pty., Ltd. Such companies were organized principally
to develop, acquire, hold, finance and/or refinance
Entergy's investments in FUCOs. At December 31, 1998, none
of such companies owned any facilities used for the
generation, transmission or distribution of electric energy.

(9) Entergy Corporation owns Entergy Global Power Operations
Corporation, which owns 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 1998.

(10) Entergy Corporation owns 100% of the outstanding capital
stock of Entergy Power Generation Corporation (EPGC). This
company is minimally capitalized and has made no investments as
of December 31, 1998, other than the purchase of one share of the
capital stock of its wholly owned subsidiary company, Entergy
Nuclear Generation Corporation (ENGC), on October 14, 1998 for a
purchase price of $100. Both EPGC and ENGC have qualified as an
EWG under the Act.

ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS

On January 1, 1998, Entergy Arkansas, Inc. sold their Conway
Industrial substation facilities located in Arkansas, to the Conway
Corporation for $2,093,402. This transaction was exempt under Rule
44(b).

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. In 1998 the
credit agreement was amended and restated to increase the size of the
facility to $300 million. Borrowings made by ETHC are guaranteed by
Entergy Corporation. The credit facility expires on September 12,
1999. At December 31, 1998, $165,500,000 and $112,800,000 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.

In 1998 Entergy Corporation entered into several third party
guarantees for the benefit of Entergy Power Marketing Corp. totaling
$95 million at December 31, 1998. These guarantees were issued by
Entergy pursuant to the Commission's order dated January 6, 1998, in
File No. 70-8863 (HCAR No. 26812).

On May 6, 1998, Entergy Business Solutions, Inc. issued, pursuant
to the exemption provisions of Rule 52, a promissory note in the
amount of $4,000,000, with a maturity date of April 30, 1999.
Reference is made to the Certificate of Notification on Form U-6B-2,
dated May 15, 1998, filed by Entergy Business Solutions, Inc. with the
Securities and Exchange Commission with respect to this transaction.
This transaction was settled in September of 1998 as a result of the
sale of Entergy Integrated Solutions, Inc. to Proven Alternatives.

On July 14, 1998, Entergy New Orleans issued and sold, pursuant
to the exemption provisions of Rule 52, First Mortgage Bonds in the
amount of $30,000,000, 7% Series, due July 15, 2008. Reference is
made to the Certificate of Notification on Form U-6B-2, dated July 24,
1998, filed by Entergy New Orleans with the Securities and Exchange
Commission with respect to this transaction.

In January 1998, Entergy Arkansas entered, pursuant to the
exemption provisions of Rule 52, into a guaranty of the loan agreement
executed by Entergy Arkansas and Jefferson County, in which Entergy
Arkansas will repay on an installment basis the net proceeds of the
sale and issuance of $45,500,000 Pollution Control Revenue Refunding
Bonds, 5.6% Series, due October 1, 2017. Reference is made to the
Certificate of Notification on Form U-6B-2, dated January 15, 1998,
filed by Entergy Arkansas with the Securities and Exchange Commission
with respect to this transaction.

In May 1998, Entergy Enterprises Inc., (EEI) sold 100% of its
Entergy Nuclear Inc. (ENI) stock (3,000 shares) and 84% of its Entergy
Operations Services Inc., (EOSI) stock (2,580 shares) to Entergy
Corporation for the amount of $3,078,318 and $1,913,947, respectively.
The aggregate total amount of such transactions was therefore, below
the $5 million limit established by Rule 43. Furthermore, no
additional Commission approval was required for Entergy's acquisition
of the securities of ENI and EOSI since, at the time of the subject
transactions, ENI and EOSI were existing Entergy subsidiaries, the
securities of which had already been acquired by Entergy, indirectly
through EEI, pursuant to Commission order (See HCAR No. 26322, dated
June 30, 1995). Accordingly, the sale and transfer of the securities
from EEI to Entergy in May 1998 was not a new acquisition of
securities requiring separate Commission approval pursuant to Section
9(a)(1).

In September 1998, Entergy sold 100% of the common stock of its
energy management subsidiary, Efficient Solutions, Inc. (formerly
Entergy Integrated Solutions, Inc.). The consideration was arrived at
through arm's length discussions with the purchaser, Proven
Alternatives. The loss on the sale was approximately $69 million ($36
million net of tax).

In December 1998, Entergy sold its London, England electricity
distribution and supply subsidiary, London Electricity. The gain on
the sale was approximately $327 million ($247 million net of tax).
The majority of the net proceeds from the London Electricity sale were
invested in notes receivable totaling British Pounds Sterling (BPS)574
million ($947 million). The banks obligated on the notes receivable
are each rated by Standard & Poor's Ratings Group at A-1+ on their
short-term obligations. These notes mature in August 1999.

In December 1998, Entergy sold its Melbourne, Australia
electricity distribution subsidiary, CitiPower. The gain on the sale
was approximately $30 million ($19 million net of tax).

At December 31, 1998, Entergy had provided a guarantee in the
amount of $170 million to its wholly owned FUCO subsidiary, Entergy
Power Development Corporation, in respect of a credit facility entered
into by Entergy Power Development Corporation in connection with the
Saltend and Damhead Creek power projects.

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

Calendar Year 1998
Name of Company Number of Shares Holding Company
Name of Issuer Acquiring, Redeeming or Principal Amount Act Exemption or
and Security Groups or Retiring Securities Acquired Redeemed Retired Consideration Release Number
<S> <C> <C> <C> <C> <C> <C>
ENTERGY ARKANSAS

Long-Term Debt* ENTERGY ARKANSAS - - $151,424,000 $ 151,424,000 See Exhibit F

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

ENTERGY GULF STATES

Long-Term Debt* ENTERGY GULF STATES - - $212,090,000 $ 212,090,000 See Exhibit F

Preferred Stock* ENTERGY GULF STATES - 84,812 - $ 8,481,200 See Exhibit F

ENTERGY LOUISIANA

Long-Term Debt* ENTERGY LOUISIANA - - $150,786,000 $ 150,786,000 See Exhibit F

ENTERGY MISSISSIPPI

Long-Term Debt* ENTERGY MISSISSIPPI - - $ 80,020,000 $ 80,020,000 See Exhibit F

ENTERGY NEW ORLEANS

Long-Term Debt* ENTERGY NEW ORLEANS - - $ 30,000,000 $ 30,000,000 See Exhibit F

SYSTEM ENERGY

Long-Term Debt* SYSTEM ENERGY - - $300,340,852 $ 300,340,852 See Exhibit F

ENTERGY UK HOLDING
COMPANY

Common Stock ENTERGY INTERNATIONAL 307,309,889 - - $ 505,981,405 Section 33(c)
INVESTMENTS NO. 2

ENTERGY UK ENTERPRISES
LTD

Capital Stock ENTERGY UK LTD 947,444,403 - - $ 947,444,403 Section 33(c)

ENTERGY US DB 1 LLC

Capital Stock EPG CAYMAN HOLDING I 6,587,940 - - AUD 6,587,940 Section 33(c)

ENTERGY AUSTRALIA DEBT 1

Capital Stock ENTERGY US DB 1 LLC 40,000 - - AUD 6,008 Section 33(c)

ENTERGY AUSTRALIA DB 1
PTY LTD

ENTERGY US DB IV LLC

Common Stock EPG CAYMAN HOLDING 1 658,912,260 - - AUD 658,912,260 Section 33(c)

ENTERGY US DB III LLC

Common Stock ENTERGY US DB IV LLC 3,164,678 - - AUD 3,164,678 Section 33(c)

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

ENTERGY US DB II LLC

Common Stock ENTERGY US DB IV LLC 655,747,681 - - AUD 655,747,681 Section 33(c)
ENTERGY US DB III LLC 3,164,579 - - AUD 3,164,579

ENTERGY AUSTRALIA SUB
CO PTY LTD

Common Stock ENTERGY US DB II LLC LTD, 658,912,260 - - AUD 658,912,260 Section 33(c)
LLC

ENTERGY AUSTRALIA DEBT
II

Common Stock ENTERGY AUSTRALIA /SUB CO 40,000 - - AUD 316,457,788 Section 33(c)
PTY LTD

ENTERGY VICTORIA INC

Common Stock ENTERGY AUSTRALIA DEBT II 291,800 - - AUD 175,225,190 Section 33(c)

ENTERGY AUSTRALIA DB
IA

Common Stock ENTERGY AUSTRALIA DB 1 40,000 - - AUD 655,500,000 Section 33(c)
PTY LTD

ENTERGY AUSTRALIA DB 2

Common Stock ENTERGY AUSTRALIA DB IA 1 - - AUD 1 Section 33(c)

ENTERGY AUSTRALIA DB 3

Common Stock ENTERGY AUSTRALIA DB IA 546,189 - - AUD 546,188,950 Section 33(c)

ENTERGY AUSTRALIA DB 5

Common Stock ENTERGY AUSTRALIA DB 3 40,400 - - AUD 655,500,000 Section 33(c)

ENTERGY AUSTRALIA DB 4

Common Stock ENTERGY AUSTRALIA DB 5 40,400 - - AUD 655,500,000 Section 33(c)

ENTERGY AUSTRALIA DB 6

Common Stock ENTERGY AUSTRALIA DB 4 6,587,841 - - AUD 6,587,841 Section 33(c)

ENTERGY AUSTRALIA DB 8

Common Stock ENTERGY AUSTRALIA DB 6 6,587,839 - - AUD 6,587,839 Section 33(c)
ENTERGY AUSTRALIA DB 4 652,196,020 - - AUD 652,196,020

TALLERES MOYOPAMPA
S.A.

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

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

Paid-in-Capital ENTERGY POWER - - - $ 60,036 Section 33(c)
DEVELOPMENT CORPORATION

SABINAS POWER COMPANY
B.V.

Paid- in- Capital ENTERGY POWER - - - $ 20,140 Section 33(c)
NETHERLANDS COMPANY
B.V.

ENTERGY POWER
CHILE, S.A.

Common Stock ENTERGY POWER CHILE, 2,485,688 - - $ 6,598,915 Section 33(c)
INC.

ENTERGY S.A.

Return of Capital ENTERGY POWER - - - $ 3,500,000 Section 33(c)
DEVELOPMENT CORPORATION
ENTERGY POWER ARGENTINA
LTD

Paid-in-Capital ENTERGY POWER - - - $ 597,500 Section 33(c)
DEVELOPMENT CORPORATION - - -

ENTERGY POWER
GENERATION ARGENTINA
LDC

Paid-in-Capital ENTERGY POWER ARGENTINA - -- -- $ 600,000 Section 33(c)
LTD
ENTERGY POWER CAYMAN
INVESTMENTS, LTD

Paid-in-Capital ENTERGY POWER - - - $ 2,500 Section 33(c)
DEVELOPMENT CORPORATION

ENTERGY POWER
TRANSMISSION ARGENTINA,
LTD

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

ENTERGY POWER
TRANSMISSION ARGENTINA
LDC

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

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

Common Stock ENTERGY POWER 11,999 - - $ - Section 33(c)
TRANSMISSION ARGENTINA
LDC
ENTERGY POWER GENERATION 1 - - $ -
ARGENTINA LDC

ENTERGY POWER NOGALES
SRL

Common Stock ENTERGY POWER NOGALES LDC 11,999 - - $ - Section 33(c)
ENTERGY POWER GENERATION
ARGENTINA LDC 1 - - $ -

ENTERGY POWER
GENERATION SRL

Common Stock ENTERGY POWER NOGALES LDC 1 - - $ - Section 33(c)

ENTERGY POWER BJE
HOLDING LTD

Paid-in-Capital ENTERGY POWER DEVELOPMENT - - - $ 526,567 Section 33(c)
Common Stock CORPORATION 100 - - $ 100

ENTERGY POWER BJE
HOLDING , LTD

Paid-in-Capital ENTERGY POWER BJE HOLDING - - - $ 3,000 Section 33(c)
LTD

ENTERGY POWER LIBERTY
LTD

Common Stock ENTERGY PAKISTAN LTD 100 - - $ 100 Section 33(c)

ENTERGY DO BRASIL LTDA

Return-of-Capital ENTERGY POWER BJE HOLDING - - - $1,850,500 Section 33(c)
LTD

BOM JARDIM ENERGETICA
LTDA

Paid-in-Capital ENTERGY POWER BJE HOLDING - - - $ 325,000 Section 33(c)
LTD

ENTERGY GLOBAL TRADING
HOLDINGS LTD

Paid-in-Capital ENTERGY POWER DEVELOPMENT - - - $5,000,000 Section 33(c)
Common Stock CORPORATION 1,000 - - $ 1,000

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

Common Stock ENTERGY GLOBAL TRADING 1,000 - - $ 1,000 Section 33(c)
Paid-in-Capital HOLDINGS LTD - - - $5,000,000

ENTERGY TRADING AND
MARKETING LTD

Common Stock EGT HOLDINGS LTD 1,000 - - $ 1,000 Section 33(c)
Paid-in-Capital - - - $4,999,000

ENTERGY POWER SALTEND
HOLDING, LTD

Common Stock ENTERGY POWER 2,000 - - $ 20 Section 33(c)
Paid-in-Capital DEVELOPMENT CORPORATION - - - $ 460,512

ENTERGY POWER SALTEND,
LTD

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

ENTERGY POWER DAMHEAD
CREEK HOLDING I, LTD

Common Stock ENTERGY POWER 2,000 - - $ 1,765 Section 33(c)
DEVELOPMENT CORPORATION

ENTERGY POWER DAMHEAD
CREEK HOLDING II, LTD

Return of Share ENTERGY POWER DAMHEAD - - - $67,191,235 Section 33(c)
Premium CREEK HOLDING I, LTD
ENTERGY POWER EUROPE 1 - - $ 1
Common Stock HOLDING, LTD
ENTERGY POWER - - 1,000 $ 1,000
DEVELOPMENT CORPORATION
ENTERGY POWER DAMHEAD 999 - - $ 999
CREEK HOLDING I, LTD
ENTERGY POWER
PROPERTIES
(KINGSNORTH) LIMITED

Common Stock ENTERGY POWER DAMHEAD 5,002 - - $ 4 Section 33(c)
CREEK HOLDING II, LTD
ENTERGY POWER DAMHEAD
CREEK HOLDING III, LTD

Common Stock ENTERGY POWER DAMHEAD 2,000 - - $ 20 Section 33(c)
CREEK HOLDING II, LTD

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

Common Stock ENTERGY POWER DAMHEAD 2 - - $ 4 Section 33(c)
CREEK HOLDING III, LTD

DAMHEAD CREEK LIMITED

Common Stock ENTERGY POWER DAMHEAD - - 1,200,101 $ 77,240,894 Section 33(c)
CREEK HOLDING II, LTD
ENTERGY POWER DAMHEAD 1,200,101 - 1,200,101 $ -
CREEK HOLDING III, LTD
DAMHEAD CREEK HOLDING 11,200,101 - - BPS1,200,101
LIMITED

DAMHEAD CREEK FINANCE
LIMITED

Common Stock DAMHEAD CREEK LTD 200 - - $ 50,001 Section 33(c)

ENTERGY AUSTRALIA
GENERATION HOLDINGS
LTD

Common Stock ENTERGY POWER 1,000 - - $ 6 Section 33(c)
Paid-in-Capital DEVELOPMENT CORPORATION - - - $ 934,500

ENTERGY AUSTRALIA
GENERATION LTD

Common Stock ENTERGY AUSTRALIA 1,000 - - $ 6 Section 33(c)
Paid-in-Capital GENERATION HOLDINGS LTD - - - $ 934,500

ENTERGY TARONG COAL
GENERATION PTY LTD

Common Stock ENTERGY AUSTRALIA 1,000 - - $ 6 Section 33(c)
GENERATION LTD

ENTERGY PEAK DOWNS
GENERATION PTY LTD

Common Stock ENTERGY AUSTRALIA 1,000 - - $ 6 Section 33(c)
GENERATION LTD

ENTERGY WANDOAN COAL
RESOURCES PTY LTD

Common Stock ENTERGY AUSTRALIA 1,000 - - $ 6 Section 33(c)
Paid-in-Capital GENERATION LTD - - - $ 934,500

ENTERGY WANDOAN
GENERATION PTY LTD

Common Stock ENTERGY AUSTRALIA 1,000 - - $ 6 Section 33(c)
GENERATION LTD

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

Paid-in-Capital ENTERGY POWER 10 - - $ 66,760 Section 33(c)
OPERATIONS CORPORATION
ENTERGY POWER
OPERATIONS UK LTD

Paid-in-Capital ENTERGY POWER 1,000 - - $ 66,760 Section 33(c)
OPERATIONS HOLDINGS LTD
ENTERGY POWER
OPERATIONS DAMHEAD
CREEK CORPORATION

Common Stock ENTERGY POWER 999 - - $ 999 Section 33(c)
OPERATIONS CORPORATION
DAMHEAD CREEK FINANCE 1 - - $ 1
LTD

ENTERGY POWER CHINA
HOLDINGS LTD

Common Stock ENTERGY POWER 2,000 - - $ 20 Section 33 (c)
Paid-in-Capital INTERNATIONAL HOLDINGS - - - $23,244,119
CORPORATION
ENTERGY POWER
INTERNATIONAL
HOLDING I, LTD

Common Stock ENTERGY POWER - - 10 $ 10 Section 33(c)
INTERNATIONAL HOLDINGS
CORPORATION 10 - - $ 10
ENTERGY POWER CHINA
HOLDINGS, LTD

ENTERGY POWER
INTERNATIONAL
HAIAN, LTD

Common Stock ENTERGY POWER 100 - - $ 100 Section 33(c)
INTERNATIONAL HOLDING
I, LTD

ENTERGY NUCLEAR,
INC. **
Capital Stock (Sale ENTERGY CORPORATION 3,000 - - $ 3,078,318 HCAR No. 26322
by EEI)

ENTERGY OPERATIONS
SERVICES, INC.**

Capital Stock (Sale ENTERGY CORPORATION 2,580 - - $ 1,913,947 HCAR No. 26322
by EEI)

* See annexed schedules (Exhibit F) which identify the amount acquired, redeemed
or retired for each series or issue.
**No additional Commission approval was required for Entergy's
acquisition of the securities of ENI and EOSI since, at the time of the
subject transaction, ENI and EOSI were existing Entergy subsidiary
companies, the securities of which had already been acquired by Entergy
(indirectly through EEI) pursuant to Commission order HCAR No. 26322,
dated June 30, 1995. Accordingly, the sale and transfer of the
securities from EEI to Entergy on May 5, 1998 was not a new acquisition
of securities requiring separate Commission approval pursuant to Section
9(a)(1).

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

(1) Investments In Persons (Not Exceeding $100,000) Operating
Within Retail Service Area of Owner
Amount of
Name of Owner Number of Persons and Description Investment

Entergy Arkansas One: a development corporation $1,000

Entergy Mississippi Two: industrial parks 13,500
-------
Total $14,500
=======

(2) Other Investments

Name of Issuer and a Description Number of Shares % of Voting Carrying
Name of Owner of the Issuer's Business 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 - - $ 2,176,050
maintaining, operating and
leasing a 40-story commercial
office building)

Entergy First Pacific Networks, Inc. Common Stock, 1,715,235 7.9 -
Enterprises, Inc. ( A communications company, developing (.001 Par)
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 (Consortium of non-affiliated
Holding, Ltd. companies which acquired a
51% interest in Edesur S.A.'s
distribution system for the southern
half of the city of Buenos Aires,
Argentina)

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

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

Entergy Hub Power Company, Ltd. 4.8% interest 55,671,721 4.80 14,729,993
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)
-----------
$89,314,699
===========

</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.
ESI = Entergy Services, Inc.
EIL = Entergy International Ltd. LLC

As of December 31, 1998 ETR EAI EGSI ELI EMI ENOI ESI EIL
<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 D. Bakewell VP
350 Pine Street
Beaumont, TX 77701
Michael B. Bemis EVP P
P. O. Box 551
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, Jr. VP
1776 I St., NW
Suite 275
Washington, D.C. 20006
James D. Bruno VP VP VP
4809 Jefferson Hwy.
Jefferson, LA 70121
C. Gary Clary SVP SVP SVP SVP SVP SVP
639 Loyola Avenue
New Orleans, LA 70113
Elaine Coleman VP
639 Loyola Avenue
New Orleans, LA 70113
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 CEO CEO
Bill F. Cossar VP
P.O. Box 1640
Jackson, MS 39215-1640
S. G. Cunningham VP VP
639 Loyola Avenue
New Orleans, LA 70113

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

As of December 31, 1998 ETR EAI EGSI ELI EMI ENOI ESI EIL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert L. Cushman VP VP
639 Loyola Avenue
New Orleans, LA 70113
George W. Davis D
41 Manters Point
Plymouth, MA 02360
Joseph F. Domino P
5485 Highway 61 CEO
St. Francisville, LA 70775
Johnny D. Ervin SVP
639 Loyola Avenue
New Orleans, LA 70113
Kent R. Foster VP
P.O. Box 551
Little Rock, AR 72203
Norman C. Francis D
7325 Palmetto Street
New Orleans, LA 70125
Gary Fuqua VP
639 Loyola Avenue
New Orleans, LA 70113
Frank F. Gallaher GP EVP EVP EVP EVP EVP EVP
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
Laurence M. Hamric S
639 Loyola Avenue VP
New Orleans, LA 70113
David C. Harlan VP
639 Loyola Avenue
New Orleans, LA 70113
Randall W. Helmick VP VP
446 N. Boulevard
Baton Rouge, LA 70802
Donald C. Hintz GP EVP EVP EVP D EVP
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
Robert A. Keegan VP
4 Park Plaza
Irvine, CA 92614
R. Drake Keith P
P. O. Box 551 D
Little Rock, AR 72203 CEO
J. F. Kenney VP
Parkwood 2, 10055
Grogans Mill Road, Suite 300
The Woodlands, TX 77380

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
As of December 31, 1998 ETR EAI EGSI ELI EMI ENOI ESI EIL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Nathan E. Langston VP VP VP VP VP VP VP VP
639 Loyola Avenue CAO CAO CAO CAO CAO CAO CAO CAO
New Orleans, LA 70113
Peter H. Lendrum VP
P. O. Box 551
Little Rock, AR 72203
J. Wayne Leonard P COB COB COB COB VC P
639 Loyola Avenue COO COO COO COO COO COO COO
New Orleans, LA 70113 D D D D D D
Robert v.d. Luft COB COB CEO
P. O. Box 217 D D COB
700 Fairville Road CEO D
Chadds Ford, PA 19317
Edwin Lupberger (a) COB COB COB COB COB COB COB
639 Loyola Avenue CEO CEO CEO CEO CEO CEO CEO
New Orleans, LA 70113 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
Little Rock, AR 72203
J. Parker McCollough VP
919 Congress Avenue, Suite 740
Austin, TX 78701
Kinnaird R. McKee D
214 S. Morris St.
Oxford, MD 21654
Steven C. McNeal VP VP VP VP VP VP VP VP
639 Loyola Avenue T T T T T T T T
New Orleans, LA 70113
Donald E. Meiners P
308 East Pearl Street D
Jackson, MS 39201 CEO
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
Frederick F. Nugent VP
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 CEO
John N. Palmer D
P.O. Box 2469
Jackson, MS 39225-2469

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
As of December 31, 1998 ETR EAI EGSI ELI EMI ENOI ESI EIL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ronald E. Phillips VP
639 Loyola Avenue
New Orleans, LA 70113
Robert D. Pugh D
P.O. Box 159
Portland, AR 71663
William J. Regan, Jr. VP
639 Loyola Avenue
New Orleans, LA 70113
Jim Rider 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
639 Loyola Avenue S S S S S S S
New Orleans, LA 70113 GC GC GC GC GC GC GC
C. Hiram Walters VP VP VP
308 East Pearl Street
P. O. Box 1640
Jackson, MS 39215-1640
Eric R. Whiteside VP
639 Loyola Avenue
New Orleans, LA 70113
C. John Wilder EVP EVP EVP EVP EVP EVP EVP VP
639 Loyola Avenue CFO CFO CFO CFO CFO CFO CFO CFO
New Orleans, LA 70113
John H. Zemanek VP
639 Loyola Avenue
New Orleans, LA 70113

(a) Resigned from Entergy in May 1998.

COB = Chairman of the Board CAO = Chief Accounting Officer
VC = Vice Chairman CAdO = Chief Administrative Officer
CEO = Chief Executive Officer CFO = Chief Financial Officer
GP = Group President COO = Chief Operating Officer
P = President CNOO = Chief Nuclear Operating Officer
SVP = Senior Vice President CUOO = Chief Utility Operating Officer
EVP = Executive Vice President T = Treasurer
VP = Vice President S = Secretary
D = Director 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, 1998 SERI EOI EPI SFI VARI POGI SGRC GSG&T
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Christopher J. Bernard GC
10055 Grogan's Mill Road
The Woodlands, TX 77380
Joseph L. Blount S S
1340 Echelon Parkway
Jackson, MS 39213
Charles J. Brown, III VP
4 Park Plaza, Suite 2000
Irvine, CA 92614
C. Gary Clary SVP
639 Loyola Avenue
New Orleans, LA 70113
Robert J. Cushman VP
4 Park Plaza, Suite 2000
Irvine, CA 92614
Charles M. Dugger VP
P. O. Box B
Killona, LA 70066
William A. Eaton VP
Waterloo Road
Port Gibson, MS 39150
Randall K. Edington VP
5485 U. S. Highway 61
St. Francisville, LA 70775
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
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
Nathan E. Langston VP VP
639 Loyola Avenue CAO CAO
New Orleans, LA 70113
J. Wayne Leonard D D
639 Loyola Avenue
New Orleans, LA 70113

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

As of December 31, 1998 SERI EOI EPI SFI VARI POGI SGRC GSG&T
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert v.d. Luft COB COB
P. O. Box 217 D D
700 Fairville Road
Chadds Ford, PA 19317
Edwin Lupberger (a) COB COB CEO
639 Loyola Avenue D D
New Orleans, LA 70113
Shahid J. Malik P
10055 Grogan's Mill Road CEO
The Woodlands, TX 77380 D
Jerry L. Maulden D D
P.O. Box 551
Little Rock, AR 72203
John R. McGaha EVP
P. O. Box 220 COO
St. Francisville, LA 70775
Steven C. McNeal VP VP T VP VP VP VP VP
639 Loyola Avenue T T T T T T T
New Orleans, LA 70113
D. Lamar Miller CFO
10055 Grogan's Mill Road
The Woodlands, TX 77380
Michael G. Thompson S SVP SVP SVP SVP SVP
639 Loyola Avenue D S S S S S
New Orleans, LA 70113
F. W. Titus VP
1340 Echelon Parkway
Jackson, MS 39213
C. John Wilder EVP EVP D EVP EVP EVP EVP EVP
639 Loyola Avenue CFO CFO CFO CFO CFO CFO CFO
New Orleans, LA 70113

(a) Resigned from Entergy in May 1998.

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 GC = General Counsel
EVP = Executive Vice President
VP = Vice President
T = Treasurer
S = Secretary
D = Director
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

EEI = Entergy Enterprises, Inc.
EOSI = Entergy Operations Services, Inc.
EBSI = Entergy Business Solutions, Inc.
ENI = Entergy Nuclear, Inc.
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, 1998 EEI EOSI EBSI ENI EPDC EPGC EPIHC EPMC EPOC ETHC
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Christopher J. Bernard GC
10055 Grogan's Mill Road
The Woodlands, TX 77380
Charles J. Brown, III GP D D D VP D
4 Park Plaza, Suite 2000 P P P P
Irvine, CA 92614
David W. Carter VP
333 Six Forks Road
Raleigh, NC 27609
Douglas Castleberry VP
Three Financial Centre
Little Rock, AR 72211
Mark Clarke D
4 Park Plaza, Suite 2000 VP
Irvine, CA 92614
Robert J. Cushman VP VP VP VP VP
4 Park Plaza, Suite 2000
Irvine, CA 92614
Lawrence S. Folks VP VP VP
4 Park Plaza, Suite 2000
Irvine, CA 92614
William R. Ford, Jr. VP
Amp Centre
50 Bridge Street
Sydney, NSW 2000 Australia
Gary Fuqua D P D
639 Loyola Avenue VP CEO P
New Orleans, LA 70113 T
Frank F. Gallaher COB
639 Loyola Avenue D
New Orleans, LA 70113
Stephen B. Gross PD
4 Park Plaza, Suite 2000
Irvine, CA 92614
Donald C. Hintz COB
1340 Echelon Parkway CEO
Jackson, MS 39213 D
Jerry D. Jackson D
639 Loyola Avenue COB
New Orleans, LA 70113
R. A. Keegan VP VP VP
4 Park Plaza, Suite 2000
Irvine, CA 92614

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

As of December 31, 1998 EEI EOSI EBSI ENI EPDC EPGC EPIHC EPMC EPOC ETHC
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Nathan E. Langston D
639 Loyola Avenue
New Orleans, LA 70113
J. Wayne Leonard D D D
639 Loyola Avenue
New Orleans, LA 70113
John J. Ludwig VP VP VP
4 Park Plaza, Suite 2000 D
Irvine, CA 92614
Robert v.d. Luft D
639 Loyola Avenue
New Orleans, LA 70113
Edwin Lupberger (a) COB CEO CEO CEO COB
639 Loyola Avenue P D
New Orleans, LA 70113 D
Shahid J. Malik SVP P
Parkwood II Building CEO
10055 Grogans Mill Road D
The Woodlands, TX 77380
Jerry L. Maulden D
P. O. Box 551
Little Rock, AR 72203
Steven C. McNeal VP VP VP VP VP T VP VP
639 Loyola Avenue T T T T T T T
New Orleans, LA 70113
D. Lamar Miller CFO
10055 Grogan's Mill Road
The Woodland's, TX 77380
James E. Moss VP
639 Loyola Avenue
New Orleans, LA 70113
Frederick Nugent VP VP
4 Park Plaza, Suite 2000 S
Irvine, CA 92614 D
Stephen T. Refsell VP
Three Financial Centre GC
900 South Shackleford
Suite 210
Little Rock, AR 72211
William J. Regan, Jr. VP VP VP
639 Loyola Avenue D D
New Orleans, LA 70113
James R. Rider D
350 Pine Street P
Beaumont, TX 77701 CEO
Carolyn C. Shanks VP
308 Pearl Street
Jackson, MS 39201
David Stoner VP VP
2 George Yard Lombard
London, EC3V 9DH

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

As of December 31, 1998 EEI EOSI EBSI ENI EPDC EPGC EPIHC EPMC EPOC ETHC
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Michael G. Thompson SVP SVP S SVP SVP SVP SVP S SVP SVP
639 Loyola Avenue S S S S S S D S S
New Orleans, LA 70113 D D D GC
C. John Wilder D EVP COB EVP D D D D EVP D
639 Loyola Avenue CFO D CFO EVP EVP EVP EVP
New Orleans, LA 70113 CFO
Jerry W. Yelverton P
1340 Echelon Parkway COO
Jackson, MS 39213

</TABLE>

(a) Resigned from Entergy in May 1998.

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
VP = Vice President

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

As of December 31, 1998

Name and Location Position Applicable
Name of Officer of Held in Financial Exemption Rule
or Director Financial Institution Institution (4)
(1) (2) (3)
<S> <C> <C> <C>
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 Liberty Financial Services/Liberty Bank Director 70(a)
New Orleans, LA

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

Edwin Lupberger Bank One Louisiana Advisory Director 70(a), (c), (d),
New Orleans, LA (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 First American Corporation 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, 1998 at Entergy Corporation, Entergy Arkansas, Inc.,
Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi,
Inc., Entergy New Orleans, Inc., System Energy Resources, Inc., Entergy
Services, Inc., System Fuels, Inc., Entergy Operations, Inc., Entergy
Enterprises, Inc., Entergy Power, Inc., Entergy Power Generation
Corporation, Entergy Power Marketing Corporation, Entergy Power
Development Corporation, Entergy Power Operations Corporation, Entergy
Business Solutions, Inc., Entergy Nuclear, Inc., Entergy Operations
Services, Inc., Entergy Technology Holding Company, Entergy
International Ltd., LLC, Entergy Power International Holdings
Corporation, Varibus Corporation, Prudential Oil and Gas, Inc., Southern
Gulf Railway Company, and GSG&T, Inc. (collectively, the "Named
Executive Officers"). The table also includes Edwin Lupberger who would
have been included as one of the four most highly compensated officers
but for the fact that he was not serving as an executive officer 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
1998. 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
Annual Compensation Awards
Restricted Securities (a)
Other Annual Stock Underlying All Other
Name Year Salary Bonus Compensation Awards Options Compensation

<S> <C> <C> <C> <C> <C> <C> <C>
Michael B. Bemis 1998 $339,731 $396,500 $741,681 (e) (b) 2,500 shares $11,895
1997 314,154 0 734,368 (e) (b) 5,000 11,736
1996 297,115 168,125 43,884 (b) 5,000 12,813

Charles J. Brown, III 1998 $273,762 $178,429 $90,713 (e) (b) 1,250 shares $22,355
1997 212,412 73,810 387,833 (e) (b) 2,500 4,936
1996 175,000 87,500 195,742 (b) 0 0

C. Gary Clary 1998 $226,662 $168,089 $9,959 (b) 1,250 shares $5,017
1997 170,731 36,086 23,072 (b) 2,500 shares 5,122
1996 144,319 88,852 37,921 (b) 0 6,426

John J. Cordaro 1998 $227,556 $67,211 $45,209 (b) 1,250 shares $5,833
CEO - EGSI and ELI 1997 206,410 0 37,986 (b) 2,500 6,192
1996 199,141 79,012 23,052 (b) 2,500 9,873

Robert J. Cushman 1998 $251,925 $261,638 $72,881 (b) 1,250 shares $9,432
1997 209,261 83,350 146,494 (e) (b) 2,500 65,898
1996 176,000 88,000 17,228 (b) 0 6,780

Joseph F. Domino 1998 $164,011 $39,492 $4,558 (b) 0 shares $5,409
CEO - EGSI-Texas 1997 138,374 0 16,205 (b) 0 0
1996 132,138 34,080 20,900 (b) 0 0

Lawrence Folks 1998 $233,507 $80,155 $9,583 (b) 1,250 shares $7,604
1997 214,768 85,584 21,163 (b) 2,500 6,321
1996 175,000 87,500 4,875 (b) 0 9,149

Gary Fuqua 1998 $105,112 $194,187 $18,682 (b) 0 shares $23,984
CEO - EBSI

Frank F. Gallaher 1998 $382,829 $280,747 $89,137 (b) 2,500 shares $12,396
1997 327,385 0 11,132 (b) 5,000 9,822
1996 276,538 130,150 35,641 (b) 5,000 10,321

Laurence M. Hamric 1998 $188,609 $96,151 $9,578 (b) 0 shares $4,829
1997 164,005 0 5,135 (b) 0 4,992
1996 156,312 47,030 11,014 (b) 0 8,588

Donald C. Hintz 1998 $423,379 $310,571 $28,508 (b) 2,500 shares $14,236
CEO - SERI, EOI, and 1997 365,077 0 18,245 (b) 5,000 10,952
ENI 1996 343,269 231,299 12,516 (b) 5,000 14,197

C. Randy Hutchinson 1998 $200,206 $113,148 $10,574 (b) 1,250 shares $1,493
1997 177,273 52,007 5,962 (b) 2,500 1,423
1996 160,684 61,344 7,790 (b) 0 6,453

Jerry D. Jackson 1998 $408,456 $348,156 $59,630 (b) 2,500 shares $13,849
1997 342,077 0 56,359 (b) 5,000 10,262
1996 332,115 209,489 37,928 (b) 5,000 13,862

R. A. Keegan 1998 $194,822 $52,330 $20,478 (b) 1,250 shares $11,856
1997 184,128 109,506 52,581 (b) 2,500 shares 66,429
1996 176,000 75,508 20,195 (b) 0 5,280

R. Drake Keith 1998 $289,145 $165,582 $67,239 (b) 1,250 shares $10,259
CEO - EAI 1997 276,728 0 41,230 (b) 2,500 8,292
1996 275,343 108,927 27,621 (b) 2,500 11,413

James F. Kenney 1998 $189,725 $112,948 $40,766 (b) 1,250 shares $4,863
CEO - SFI, VARI 1997 171,605 39,818 27,299 (b) 2,500 13,806
POGI, SGRC, and 1996 161,894 63,218 9,580 (b) 2,500 7,693
GSG&T

Nathan E. Langston 1998 $158,563 $111,125 $21,953 (b) 0 shares $5,243
1997 131,660 10,504 17,462 (b) 0 0
1996 127,089 23,551 15,149 (b) 0 0

J. Wayne Leonard (d) 1998 $412,843 $1,145,416 $65,787 (e) $796,860(b)(c) 0 shares $18,125
CEO - ETR, ESI

John J. Ludwig 1998 $225,038 $70,293 $37,513 (b) 0 shares $6,392
1997 206,343 81,900 57,788 (b) 0 43,583
1996 134,615 66,667 36,750 (b) 0 29,025

Robert v.d. Luft (d) 1998 $473,846 $760,925 $1,190 $303,959(b)(c) 40,000 shares $ 0

Edwin Lupberger (d) 1998 $589,231 $441,336 $94,867 (b) 5,000 shares $11,081,645(f)
1997 785,385 0 271,422 (b) 10,000 23,562
1996 735,577 448,794 123,601 (b) 10,000 23,567

Shahid J. Malik 1998 $325,283 $ 0 $11,015 $595,000(b)(c) 1,250 shares $9,288
CEO - EPI and EPMC 1997 164,364 68,415 19,986 (b) 0 0
1996 0 0 0 (b) 0 0

Jerry L. Maulden 1998 $476,287 $388,022 $42,712 (b) 2,500 shares $17,782
1997 445,615 0 67,485 (b) 5,000 13,369
1996 435,000 260,301 27,056 (b) 5,000 14,550

John R. McGaha 1998 $213,724 $129,348 $41,423 (b) 0 shares $4,900
1997 177,172 51,101 12,639 (b) 2,500 5,315
1996 166,852 77,167 15,042 (b) 0 6,506

Steven C. McNeal 1998 $154,721 $94,400 $4,432 (b) 0 shares $5,145
1997 122,474 9,818 14,237 (b) 0
1996 116,364 21,649 10,491 (b) 0

Donald E. Meiners 1998 $268,345 $148,734 $60,353 (b) 1,250 shares $9,388
CEO - EMI 1997 255,410 0 33,748 (b) 2,500 7,662
1996 254,064 100,536 37,021 (b) 2,500 10,775

Frederick Nugent 1998 $187,811 $78,122 $31,885 (b) 0 shares $12,785
1997 166,089 70,363 75,529 (b) 0 67,111
1996 147,000 66,150 21,850 (b) 0 6,506

Daniel F. Packer 1998 $170,326 $123,513 $54,208 (e) (b) 0 shares $4,018
CEO - ENOI 1997 147,077 0 96,097 (e) (b) 0 3,028
1996 135,292 39,363 31,391 (e) (b) 0 6,428

William J. Regan, Jr. 1998 $209,600 $75,337 $25,058 (b) 1,250 shares $5,622
1997 195,379 36,448 13,740 (b) 2,500 5,861
1996 190,000 81,132 20,684 (b) 0 8,852

James R. Rider 1998 $194,926 $128,589 $36,770 (b) 1,250 shares $4,756
CEO - EOSI 1997 172,826 40,898 29,547 (b) 2,500 shares 5,185
1996 158,627 57,856 33,523 (b) 0 6,476

Michael G. Thompson 1998 $309,958 $283,935 $25,200 $60,874(b)(c) 2,500 shares $10,091
1997 259,315 0 12,856 (b) 5,000 7,729
1996 245,960 132,620 20,640 (b) 5,000 11,278

C. John Wilder 1998 $201,413 $513,106 $7,255 $758,560(b)(c) 0 shares $3,300

Jerry W. Yelverton 1998 $282,410 $184,959 $22,068 (b) 1,250 shares $8,886
1997 227,928 0 19,143 (b) 2,500 6,954
1996 223,090 122,125 14,809 (b) 2,500 25,622

</TABLE>
(a) Includes the following:

(1) 1998 benefit accruals under the Defined Contribution
Restoration Plan as follows: Mr. Bemis, $6,407; Mr. Clary,
$18; Mr. Cordaro, $345; Mr. Cushman, $2,292; Mr. Folks, $179;
Mr. Gallaher, $6,908; Mr. Hamric, $41; Mr. Hintz, $8,748; Mr.
Hutchinson, $5; Mr. Jackson, $8,361; Mr. Keegan, $45; Mr.
Keith, $4,771; Mr. Kenney, $72; Mr. Lupberger, $16,131; Mr.
Malik, $4,646; Mr. Maulden, $12,982; Mr. McGaha, $98; Mr.
Meiners, $3,934; Mr. Regan, $134; Mr. Rider, $64; Mr.
Thompson, $4,603; and Mr. Yelverton, $3,398.

(2) 1998 employer contributions to the Entergy Stock Ownership
Plan of $688 each for Mr. Bemis, Mr. Brown, Mr. Cordaro, Mr.
Domino, Mr. Folks, Mr. Gallaher, Mr. Hintz, Mr. Hutchinson,
Mr. Jackson, Mr. Keegan, Mr. Keith, Mr. Langston, Mr. Ludwig,
Mr. McNeal, Mr. Meiners, Mr. Nugent, Mr. Regan, Mr. Thompson,
and Mr. Yelverton, and $199 for Mr. Clary, and $403 for Mr.
Lupberger.

(3) 1998 employer contributions to the System Savings Plan as
follows: Mr. Bemis, $4,800; Mr. Clary, $4,800; Mr. Cordaro,
$4,800; Mr. Cushman, $4,826; Mr. Domino, $4,721; Mr. Folks,
$6,737; Mr. Gallaher, $4,800; Mr. Hamric, $4,788; Mr. Hintz,
$4,800; Mr. Hutchinson, $800; Mr. Jackson, $4,800; Mr. Keegan,
$5,414; Mr. Keith, $4,800; Mr. Kenney, $4,791; Mr. Langston,
$4,555; Mr. Ludwig, $5,704; Mr. Lupberger, $4,800; Mr. Malik,
$4,642; Mr. Maulden, $4,800; Mr. McGaha, $4,802; Mr. McNeal,
$4,457; Mr. Meiners, $4,766; Mr. Nugent, $5,413; Mr. Packer,
$4,018; Mr. Regan, $4,800; Mr. Rider, $4,692; Mr. Thompson,
$4,800; and Mr. Yelverton, $4,800.

(4) 1998 reimbursements for moving expenses are as follows:
Mr. Brown, $21,667; Mr. Cushman, $2,314; Mr. Fuqua, $23,984;
Mr. Keegan, $5,709; Mr. Leonard, $18,125; Mr. Nugent, $6,684;
and Mr. Wilder, $3,300.

(b) Restricted stock awards in 1998 are reported under the "Long-Term
Incentive Plan Awards" table, and reference is made to this table
for information on the aggregate number of restricted shares
awarded during 1998 and the vesting schedule for such shares. At
December 31, 1998, the number and value of the aggregate restricted
stock holdings were as follows: Mr. Bemis 13,500 shares, $420,188;
Mr. Brown 13,500 shares, $420,188; Mr. Clary 12,392 shares,
$385,701; Mr. Cordaro 4,500 shares, $140,063; Mr. Cushman 6,566
shares, $204,367; Mr. Domino 3,252 shares, $101,219; Mr. Folks
6,750 shares, $210,094; Mr. Fuqua 5,636 shares, $175,421; Mr.
Gallaher 7,497 shares, $233,344; Mr. Hintz 27,006 shares, $840,562;
Mr. Hutchinson 4,500 shares, $140,063; Mr. Jackson 27,000 shares,
$840,375; Mr. Keegan 6,750 shares, $210,094; Mr. Keith 4,500
shares, $140,063; Mr. Kenney 4,500 shares, $140,063; Mr. Langston
4,506 shares, $140,249; Mr. Leonard 85,080 shares, $2,648,115; Mr.
Ludwig 6,750 shares, $210,094; Mr. Luft 12,766 shares, $397,342;
Mr. Lupberger 13,056 shares, $406,368; Mr. Malik 33,500 shares,
$1,042,688; Mr. Maulden 13,500 shares, $420,188; Mr. McGaha 4,500
shares, $140,063; Mr. Meiners 4,500 shares, $140,063; Mr. Packer
4,500 shares, $140,063; Mr. Regan 4,500 shares, $140,063; Mr. Rider
4,500 shares, $140,063; Mr. Thompson 15,500 shares, $482,438; Mr.
Wilder 47,777 shares, $1,487,059; and Mr. Yelverton 11,505 shares,
$358,093. Accumulated dividends are paid on restricted stock when
vested. No restrictions were lifted in 1998, 1997, and 1996. The
value of restricted stock holdings as of December 31, 1998 is
determined by multiplying the total number of shares held by the
closing market price of Entergy Corporation common stock on the New
York Stock Exchange Composite Transactions on December 31, 1998
($31.125 per share).

(c) In addition to the restricted shares granted under the Long Term
Incentive Plan Mr. Leonard, Mr. Malik, Mr. Thompson, and Mr. Wilder
were granted 30,000, 20,000, 2,000, and 26,000 additional
restricted shares, respectively. Restricted shares awarded will
vest incrementally over a three-year period, beginning in 1999,
based on continued service with Entergy Corporation. Restrictions
will be lifted annually. Mr. Luft was granted 12,766 restricted
shares. The restrictions on the shares were lifted on January 1,
1999. The value Mr. Leonard, Mr. Malik, Mr. Thompson, and Mr.
Wilder may realize is dependent upon both the number of shares that
vest and the future market price of Entergy Corporation common
stock. Accumulated dividends are not paid on Mr. Leonard's shares
and 21,000 shares of Mr. Wilder's restricted stock when vested.
Accumulated dividends will be paid on Mr. Luft's shares, Mr.
Malik's shares, Mr. Thompson's shares, and 5,000 shares of Mr.
Wilder's restricted stock when vested.

(d) Mr. Luft and Mr. Lupberger are included in the compensation table
because they served as acting and former Chief Executive Officers
of Entergy in 1998, respectively. As of January 1, 1999, Mr.
Leonard is the Chief Executive Officer of Entergy.

(e) Includes approximately $730,000 in 1998 and $670,000 in 1997,
related to various overseas living expenses, including UK taxes and
housing, associated with Mr. Bemis' overseas assignment in London.
Includes approximately $71,000 in 1998 and $320,000 in 1997 in
living expenses associated with Mr. Brown's overseas assignment in
London. Includes $22,500 in 1997 related to living and housing
expenses associated with Mr. Cushman's relocation to California.
Includes Mr. Leonard's living expenses of approximately $18,000 in
1998. Includes Mr. Packer's living expenses of approximately
$24,000 in 1998, $68,000 in 1997, and $11,700 in 1996, including
taxes and housing.

(f) Includes $1,338,461 of severance payments; $9,553,226 of a lump sum
distribution under the System Executive Retirement Plan (SERP); and
a $168,623 payment under the Defined Contribution Restoration Plan.

Option Grants in 1998

The following table summarizes option grants during 1998 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) 1998 share) (a) Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Michael B. Bemis 2,500 2.0% $ 28.625 1/22/08 $45,005 $114,052
Charles J. Brown, III 1,250 1.0% 28.625 1/22/08 22,503 57,026
C. Gary Clary 1,250 1.0% 28.625 1/22/08 22,503 57,026
John J. Cordaro 1,250 1.0% 28.625 1/22/08 22,503 57,026
Robert J. Cushman 1,250 1.0% 28.625 1/22/08 22,503 57,026
Lawrence S. Folks 1,250 1.0% 28.625 1/22/08 22,503 57,026
Frank F. Gallaher 2,500 2.0% 28.625 1/22/08 45,005 114,052
Donald C. Hintz 2,500 2.0% 28.625 1/22/08 45,005 114,052
C. Randy Hutchinson 1,250 1.0% 28.625 1/22/08 22,503 57,026
Jerry D. Jackson 2,500 2.0% 28.625 1/22/08 45,005 114,052
Robert A. Keegan 1,250 1.0% 28.625 1/22/08 22,503 57,026
R. Drake Keith 1,250 1.0% 28.625 1/22/08 22,503 57,026
James F. Kenney 1,250 1.0% 28.625 1/22/08 22,503 57,026
Robert v.d. Luft 40,000 32.3% 31.125 12/31/98 782,974 1,984,209
Edwin Lupberger 5,000 4.0% 28.625 1/22/08 90,011 228,104
Shahid J. Malik 1,250 1.0% 28.625 1/22/08 22,503 57,026
Jerry L. Maulden 2,500 2.0% 28.625 1/22/08 45,005 114,052
John R. McGaha 1,250 1.0% 28.625 1/22/08 22,503 57,026
Donald E. Meiners 1,250 1.0% 28.625 1/22/08 22,503 57,026
William J. Regan, Jr. 1,250 1.0% 28.625 1/22/08 22,503 57,026
James R. Rider 1,250 1.0% 28.625 1/22/08 22,503 57,026
Michael G. Thompson 2,500 2.0% 28.625 1/22/08 45,005 114,052
Jerry W. Yelverton 1,250 1.0% 28.625 1/22/08 22,503 57,026
</TABLE>

(a) Options were granted on January 22, 1998, 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 22, 1998. These options became exercisable on
July 22, 1998. Mr. Luft's options were granted on December 31,
1998 and will become exercisable on January 1, 2000.

(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 1998 and December 31, 1998 Option Values

The following table summarizes the number and value of options
exercised during 1998, as well as the number and value of all
unexercised options held by the Named Executive Officers. The absence,
in the table below, of any Named Executive Officer indicates that no
options are held by such officer.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options
Shares Acquired Value as of December 31, 1998 as of December 31, 1998(b)
Name on Exercise Realized (a) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Michael B. Bemis 25,000 $221,875 22,500 - $ 61,251 $ -
Charles J. Brown, III - - 3,750 - 14,688 -
C. Gary Clary 2,000 8,874 3,750 - 14,688 -
John J. Cordaro 6,250 20,625 5,000 - - -
Robert J. Cushman - - 3,750 - 14,688 -
Joseph F. Domino - - 1,500 - 11,438 -
Lawrence S. Folks - - 3,750 - 14,688 -
Frank F. Gallaher - - 45,000 - 313,750 -
Laurence M. Hamric - - 1,500 - 11,438 -
Donald C. Hintz - - 55,000 - 336,875 -
C. Randy Hutchinson - - 5,750 - 29,938 -
Jerry D. Jackson - - 51,911 - 298,413 -
Robert A. Keegan - - 3,750 - 14,688 -
R. Drake Keith - - 13,424 - 20,899 -
Nathan E. Langston - - 1,500 - 11,438 -
Robert v.d. Luft - - - 40,000 - -
Edwin Lupberger - - 113,824 - 674,329 -
Shahid J. Malik - - 3,750 - 14,688 -
Jerry L. Maulden 25,000 221,875 32,500 - 84,375 -
John R. McGaha - - 5,750 - 29,938 -
Steven C. McNeal - - 1,500 - 11,438 -
Donald E. Meiners 5,000 23,123 11,250 - 11,250 -
Daniel F. Packer 2,000 11,250 - - - -
William J. Regan, Jr. - - 5,750 - 29,938 -
James R. Rider 4,500 13,874 1,250 - 3,125 -
Michael G. Thompson - - 20,000 - 57,501 -
Jerry W. Yelverton - - 8,250 - 34,313 -
</TABLE>
(a) Based on the difference between the closing price of Entergy
Corporation's common stock on the New York Stock Exchange Composite
Transactions on the exercise date and the option exercise price.

(b) Based on the difference between the closing price of Entergy
Corporation's common stock on the New York Stock Exchange Composite
Transactions on December 31, 1998, and the option exercise price.

Long-Term Incentive Plan Awards in 1998

The following Table summarizes the awards of restricted shares of
Entergy Corporation common stock granted under the Equity Ownership Plan
in 1998 to the Named Executive Officers.
<TABLE>
<CAPTION>

Estimated Future Payouts Under
Non-Stock Price-Based Plans (a) (b)
Number of Performance Period Until
Name Shares Maturation or Payout Threshold Target Maximum

<S> <C> <C> <C> <C> <C>
Michael B. Bemis 13,500 1/1/98-12/31/00 4,500 9,000 13,500
Charles J. Brown, III 13,500 1/1/98-12/31/00 4,500 9,000 13,500
C. Gary Clary 12,392 1/1/98-12/31/00 4,131 8,261 12,392
John J. Cordaro 4,500 1/1/98-12/31/00 1,500 3,000 4,500
Robert J. Cushman 6,566 1/1/98-12/31/00 2,189 4,377 6,566
Joseph F. Domino 3,252 1/1/98-12/31/00 1,084 2,168 3,252
Lawrence S. Folks 6,750 1/1/98-12/31/00 2,250 4,500 6,750
Gary S. Fuqua 5,636 1/1/98-12/31/00 1,879 3,757 5,636
Frank F. Gallaher 7,497 1/1/98-12/31/00 2,499 4,998 7,497
Donald C. Hintz 27,006 1/1/98-12/31/00 9,002 18,004 27,006
C. Randy Hutchinson 4,500 1/1/98-12/31/00 1,500 3,000 4,500
Jerry D. Jackson 27,000 1/1/98-12/31/00 9,000 18,000 27,000
Robert A. Keegan 6,750 1/1/98-12/31/00 2,250 4,500 6,750
R. Drake Keith 4,500 1/1/98-12/31/00 1,500 3,000 4,500
James F. Kenney 4,500 1/1/98-12/31/00 1,500 3,000 4,500
Nathan E. Langston 4,506 1/1/98-12/31/00 1,127 2,253 4,506
J. Wayne Leonard 55,080 1/1/98-12/31/00 18,360 36,720 55,080
John J. Ludwig 6,750 1/1/98-12/31/00 2,250 4,500 6,750
Edwin Lupberger 13,056 1/1/98-12/31/00 4,352 8,704 13,056
Shahid J. Malik 13,500 1/1/98-12/31/00 4,500 9,000 13,500
Jerry L. Maulden 13,500 1/1/98-12/31/00 4,500 9,000 13,500
John R. McGaha 4,500 1/1/98-12/31/00 1,500 3,000 4,500
Donald E. Meiners 4,500 1/1/98-12/31/00 1,500 3,000 4,500
Daniel F. Packer 4,500 1/1/98-12/31/00 1,500 3,000 4,500
William J. Regan, Jr. 4,500 1/1/98-12/31/00 1,500 3,000 4,500
James R. Rider 4,500 1/1/98-12/31/00 1,500 3,000 4,500
Michael G. Thompson 13,500 1/1/98-12/31/00 4,500 9,000 13,500
C. John Wilder 21,777 1/1/98-12/31/00 7,259 14,518 21,777
Jerry W. Yelverton 11,505 1/1/98-12/31/00 3,835 7,670 11,505
</TABLE>
(a) Restricted shares awarded will vest at the end of a three-year
period, subject to the attainment of approved performance goals for
Entergy. Restrictions are lifted based upon the achievement of the
cumulative result of these goals for the performance period. The
value any Named Executive Officer may realize is dependent upon
both the number of shares that vest and the future market price of
Entergy Corporation common stock.

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

Pension Plan Tables

Retirement Income Plan Table

Annual
Covered Years of Service
Compensation 15 20 25 30 35
$100,000 $ 22,500 $ 30,000 $ 37,500 $ 45,000 $ 52,000
200,000 45,500 60,000 75,000 90,000 105,000
300,000 67,500 90,000 112,500 135,000 157,500
400,000 90,000 120,000 150,000 180,000 210,000
500,000 112,500 150,000 187,500 225,000 262,500
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, 1998, 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, 1998, for the Named Executive
Officers is as follows: Mr. Brown 3, Mr. Cordaro 40, Mr. Domino 28, Mr.
Folks 4, Mr. Fuqua 1, Mr. Gallaher 29, Mr. Hamric 5, Mr. Hutchinson 25,
Mr. Keegan 3, Mr. Langston 27, Mr. Leonard 1, Mr. Malik 1, Mr. Maulden
33, Mr. McGaha 20, Mr. McNeal 16, Mr. Meiners 28, Mr. Packer 16, Mr.
Regan 3, Mr. Rider 25, and Mr. Yelverton 19. The credited years of
service under the respective Retirement Income Plan, as of December 31,
1998, for the following Named Executive Officers, as a result of
entering into supplemental retirement agreements, is as follows: Mr.
Bemis 26, Mr. Clary 25, Mr. Cushman 20, Mr. Hintz 27, Mr. Jackson 19,
Mr. Keith 32, Mr. Kenney 20, Mr. Ludwig 6, Mr. Lupberger 35, Mr.
Nugent 15, Mr. Thompson 22, and Mr. Wilder 15.

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, Mr. Packer, and Mr. Yelverton
entered into SRP participation contracts. Mr. Bemis, Mr. Cordaro, Mr.
Gallaher, Mr. Jackson, Mr. Keith, Mr. Lupberger, Mr. Maulden, and Mr.
Meiners have entered into PRP participation contracts. Current
estimates indicate that the annual payments to each Named Executive
Officer under the above plans would be less than the payments to that
officer under the System Executive Retirement Plan discussed below.

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)Covered pay includes the average of the highest three years of
annual base pay and incentive awards earned by the executive during
the ten years immediately preceding his retirement. Benefits shown
are based on a target replacement ratio of 50% based on the years of
service and covered compensation shown. The benefits for 10, 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: 3.0%, 4.5%, and 5.0%,
respectively.

In 1993, Entergy Corporation adopted the System Executive
Retirement Plan (SERP). This plan was amended in 1998. 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. Brown, Mr. Hamric, Mr. Langston, Mr. Leonard,
Mr. Luft, Mr. McNeal, Mr. Nugent, and Mr. Packer). 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. The plan was amended in 1998 to provide that covered
pay is the average of the highest three years annual base pay and
incentive awards earned by the executive during the ten years
immediately preceding his 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. Clary, Mr. Cushman, Mr. Jackson, Mr. Keith, Mr. Kenney, Mr.
Ludwig, Mr. Rider, Mr. Thompson, Mr. Wilder, and Mr. Yelverton)
disclosed above in the section entitled "Pension Plan Tables-Retirement
Income Plan Table". Mr. Clary, Mr. Cushman, Mr. Jackson, Mr. Keith, Mr.
Kenney, Mr. Ludwig, Mr. Rider, Mr. Thompson, Mr. Wilder, and Mr.
Yelverton have 15 years, 5 years, 25 years, 15 years, 8 years, 2 years,
29 years, 17 years, 5 months, and 29 years respectively, of credited
service under this plan. Mr. Maulden's retirement benefits are
discussed under the "Employment Contracts" section below. His benefits
will be calculated based on the provisions in effect prior to the 1998
SERP amendment.

The amended plan provides that a single employee receives a
lifetime annuity and a married employee receives the reduced benefit
with a 50% surviving spouse annuity. Other actuarially equivalent
options are available to each retiree. SERP benefits are offset by any
and all defined benefit plan payments from Entergy. 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, certain resignations of employment, or
certain terminations 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. Mr. Domino is a participant in this 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. Effective May 14,
1999, Directors will receive only one-half the fees set forth above for
telephone attendance at Board or committee meeting. Also, effective May
14, 1999, committee chairpersons will receive $5,000 annually for their
service. 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 separation from Board service, 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. System Energy has no retired non-employee directors.

Retired non-employee directors of Entergy Gulf States receive
retirement benefits under a plan in which all directors who served
continuously for a period of years will receive a percentage of their
retainer fee in effect at the time of their retirement for life. The
retirement benefit is 30 percent of the retainer fee for service of not
less than five nor more than nine years, 40 percent for service of not
less than ten nor more than fourteen years, and 50 percent for fifteen
or more years of service. For those directors who retired prior to the
retirement age, their benefits are reduced. The plan also provides
disability retirement and optional hospital and medical coverage if the
director has served at least five years prior to the disability. The
retired director pays one-third of the premium for such optional
hospital and medical coverage and Entergy Gulf States pays the remaining
two-thirds. 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 salaries.
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 1998, the value of such transportation services provided by
Entergy Corporation to all directors was approximately $15,550.

Employment Contracts, Termination of Employment Agreements, Retirement
Agreements and Change-in-Control Arrangements

In connection with Mr. Bemis' continued relationship with Entergy,
Mr. Bemis entered into an agreement with the company in April 1998.
Under the terms of this agreement, Mr. Bemis became a Special Projects
Coordinator on March 6, 1999, for which Entergy will continue to pay him
the base salary (excluding any and all incentive payments) he was
earning on that date until he becomes eligible for early retirement on
March 24, 2002. Until this time Mr. Bemis will be eligible to continue
his participation in all of the employee benefit plans to which he is
entitled, under the terms and conditions of these plans. Upon reaching
age 55, on March 24, 2002, Mr. Bemis will retire with retirement
benefits, subject to the terms and conditions of these plans.

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 Mr. Fuqua's employment, the Company entered into
an agreement with him that provided for an annual salary of $200,000 and
a potential annual incentive payout of 60%. In addition to
participation in the incentive and stock option plans, Mr. Fuqua
received a signing bonus of $100,000. It was also agreed that should
his position be eliminated for any reason other than cause during the
first two years of employment, Mr. Fuqua is eligible for a base salary
continuation for 24 months.

In connection with Mr. Leonard's employment, the Company entered
into an agreement with him that provided for an annual salary of
$600,000 and a potential annual incentive payout of 70%. In addition to
participation in the incentive and stock option plans, Mr. Leonard
received a signing bonus of $500,000 and a retention award of 30,000
restricted shares of Common Stock. As long as Mr. Leonard remains
employed, the restrictions will be lifted on 10,000 shares per year
beginning on his first employment anniversary. In lieu of participation
in Entergy Executive Retirement Plans, Entergy agreed to provide Mr.
Leonard with a retirement benefit comparable to the one provided by his
previous employer. This benefit will be calculated on the basis of 60%
of his highest three year average base salary and annual incentive
payments, and will be offset by Mr. Leonard's vested retirement benefit
from his previous employment. This retirement benefit can begin at age
55. If Mr. Leonard should resign prior to age 55 without permission, he
will forfeit this replacement benefit and receive only regular accrued
pension benefits. If he should resign prior to age 55 with the
Corporation's permission, he will receive the replacement benefit, but
discounted at the rate of 6.5% for each year before age 55. This
benefit would not be payable until age 62. Mr. Leonard's agreement
contains a "change of control" provision that provides for an immediate
vesting of the 60% replacement pension benefit plus a lump sum payment
of 2.99 times his average three years base pay.

In connection with his retirement, Mr. Lupberger entered into an
agreement with the Corporation, which provided that he would receive,
subject to certain conditions, a severance payment of $1,338,462 paid in
a lump sum. In addition, Mr. Lupberger received all benefits he would
have received under the incentive plans, pro rated through July 31,
1998, the last day of his employment. All amounts paid or earned are
included in the Summary Compensation Table above, except for 93,333
shares of stock at an exercise price of $29.94 that he received at his
pro rata share of the 1998 Long Term Incentive Award. Mr. Lupberger has
until January 31, 2009 to exercise these options. Mr. Lupberger will
receive all retirement benefits pursuant to the retirement plans in
which he participated.

In connection with his early retirement, Mr. Maulden entered into
an agreement with Entergy. Beginning on April 1, 1999, Mr. Maulden will
continue to serve as Vice Chairman, and will continue to receive his
base salary, incentive pay and all other benefits but will no longer be
responsible for any organizational responsibilities. On April 1, 2000,
his retirement date, Mr. Maulden will receive retirement benefits as
though he had continued as an active employee until age 65 without the
application of any early retirement discount factor. In addition, the
Company has agreed to fund a named chair at the University of Arkansas
at Little Rock for $1,000,000. The funding will be made in four equal
installments to be paid directly to the university on April 1, 1999,
2000, 2001, and 2002.

Mr. Wilder entered into an employment agreement with the
Corporation pursuant to which he will receive an annual salary of
$400,000 and the potential maximum annual incentive payout of 90%. Mr.
Wilder will be eligible for a pro-rata share of the performance award
for the period 1998-2001 and the pro-rata share of stock option grant at
the end of the first year. The Corporation granted Mr. Wilder a signing
bonus of $300,000, and 21,000 shares of restricted stock upon which
restrictions will be lifted on 7,000 shares each year beginning on his
first employment anniversary. Mr. Wilder was offered participation in
the System Executive Retirement Plan and was credited with 15 years of
service. If Entergy terminates Mr. Wilder's employment within two years
other than for just cause, he will receive his annual base salary and
continuation of his health benefits for two years.; all remaining earned
but unvested stock options and performance shares would immediately
vest. Upon a change of control, if Mr. Wilder resigns for "good reason"
his executive pension benefits will immediately vest and he will receive
a lump sum payment of 2.99 times his average three years base pay.

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

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

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

As of December 31, 1998
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* 5,634 -
John A. Cooper, Jr.* 8,134 -
George W. Davis* 300 -
Norman C. Francis* 1,500 -
Frank F. Gallaher** 15,223 45,000
Donald C. Hintz** 3,157 55,000
Jerry D. Jackson** 21,804 51,911
J. Wayne Leonard***(d) - -
Robert v.d. Luft***(d) 8,884 -
Edwin Lupberger**(d) 30,203 116,824 (c)
Jerry L. Maulden** 9,453 32,500
Adm. Kinnaird R. McKee* 3,367 -
Paul W. Murrill* 3,011 -
James R. Nichols* 7,014 -
Eugene H. Owen* 4,292 -
John N. Palmer, Sr.* 16,182 -
Robert D. Pugh**** 6,400 6,500 (c)
Wm. Clifford Smith* 7,598 -
Bismark A. Steinhagen* 8,837 -
All directors and executive
officers 180,366 330,735

Entergy Arkansas, Inc.
Frank F. Gallaher*** 15,223 45,000
Donald C. Hintz* 3,157 55,000
Jerry D. Jackson*** 21,804 51,911
R. Drake Keith*** 6,304 13,424
J. Wayne Leonard***(d) - -
Edwin Lupberger**(d) 30,203 116,824 (c)
Jerry L. Maulden*** 9,453 32,500
All directors and executive
officers 142,653 343,409

<PAGE>
As of December 31, 1998
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*** 4,269 5,000
Joseph F. Domino*** 5,809 1,500
Frank F. Gallaher*** 15,223 45,000
Donald C. Hintz* 3,157 55,000
Jerry D. Jackson*** 21,804 51,911
J. Wayne Leonard***(d) - -
Edwin Lupberger**(d) 30,203 116,824 (c)
Jerry L. Maulden*** 9,453 32,500
All directors and executive
officers 152,704 339,235

Entergy Louisiana, Inc.
John J. Cordaro*** 4,269 5,000
Frank F. Gallaher*** 15,223 45,000
Donald C. Hintz* 3,157 55,000
Jerry D. Jackson*** 21,804 51,911
J. Wayne Leonard***(d) - -
Edwin Lupberger**(d) 30,203 116,824 (c)
Jerry L. Maulden*** 9,453 32,500
All directors and executive
officers 148,650 339,235

Entergy Mississippi, Inc.
Frank F. Gallaher*** 15,223 45,000
Donald C. Hintz* 3,157 55,000
Jerry D. Jackson*** 21,804 51,911
J. Wayne Leonard***(d) - -
Edwin Lupberger**(d) 30,203 116,824 (c)
Jerry L. Maulden*** 9,453 32,500
Donald E. Meiners*** 11,337 11,250
All directors and executive
officers 143,489 339,235

Entergy New Orleans, Inc.
Frank F. Gallaher** 15,223 45,000
Donald C. Hintz* 3,157 55,000
Jerry D. Jackson*** 21,804 51,911
J. Wayne Leonard***(d) - -
Robert v.d. Luft*(d) 8,884 -
Edwin Lupberger**(d) 30,203 116,824 (c)
Jerry L. Maulden** 9,453 32,500
Daniel F. Packer *** 2,271 -
All directors and executive
officers 141,213 327,985

<PAGE>

As of December 31, 1998
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.
Donald C. Hintz* 3,157 55,000
Nathan E. Langston** 8,666 1,500
J. Wayne Leonard*(d) - -
Robert v.d. Luft*(d) 8,884 -
Edwin Lupberger**(d) 30,203 116,824 (c)
Jerry L. Maulden* 9,453 32,500
Steven C. McNeal** 2,571 1,500
C. John Wilder*** - -
Jerry W. Yelverton* 7,334 8,250
All directors and executive
officers 74,223 215,574

Entergy Services, Inc.
Frank F. Gallaher*** 15,223 45,000
Donald C. Hintz*** 3,157 55,000
Jerry D. Jackson*** 21,804 51,911
J. Wayne Leonard***(d) - -
Robert v.d. Luft***(d) 8,884 -
Edwin Lupberger**(d) 30,203 116,824 (c)
Jerry L. Maulden*** 9,453 32,500
All directors and executive
officers 200,473 437,735

Entergy Operations, Inc.
C. Gary Clary** 16,000 3,750
Donald C. Hintz*** 3,157 55,000
C. Randy Hutchinson** 2,126 5,750
J. Wayne Leonard*(d) - -
Robert v.d. Luft*(d) 8,884 -
Edwin Lupberger*(d) 30,203 116,824 (c)
Jerry L. Maulden* 9,453 32,500
John R. McGaha** 6,109 5,750
C. John Wilder** - -
All directors and executive
officers 108,438 236,074

Entergy Power, Inc.
Charles J. Brown, III** 73 3,750
Robert J. Cushman** 1,097 3,750
Edwin Lupberger**(d) 30,203 116,824 (c)
Shahid J. Malik*** 983 3,750
Steven C. McNeal** 2,571 1,500
Michael G. Thompson*** 8,136 20,000
C. John Wilder - -
All directors and executive
officers 43,089 149,574

<PAGE>

As of December 31, 1998
Entergy Corporation
Common Stock
Amount and Nature of
Beneficial Ownership(a)
Sole Voting
And Other
Investment Beneficial
Power Ownership(b)

System Fuels, Inc.
Kent R. Foster* 363 13,750
Frank F. Gallaher* 15,223 45,000
Donald C. Hintz* 3,157 55,000
J. F. Kenney*** 3,247 11,250
Steven C. McNeal** 2,571 1,500
Michael G. Thompson** 8,136 20,000
C. John Wilder** - -
All directors and executive
officers 32,697 146,500

Varibus Corporation
Kent R. Foster* 363 13,750
Frank F. Gallaher* 15,223 45,000
Donald C. Hintz* 3,157 55,000
J. F. Kenney*** 3,247 11,250
Steven C. McNeal** 2,571 1,500
Michael G. Thompson** 8,136 20,000
C. John Wilder** - -
All directors and executive
officers 32,697 146,500

Prudential Oil and Gas, Inc.
Kent R. Foster* 363 13,750
Frank F. Gallaher* 15,223 45,000
Donald C. Hintz* 3,157 55,000
J. F. Kenney*** 3,247 11,250
Steven C. McNeal** 2,571 1,500
Michael G. Thompson** 8,136 20,000
C. John Wilder** - -
All directors and executive
officers 32,697 146,500

Southern Gulf Railway Company
Kent R. Foster* 363 13,750
Frank F. Gallaher* 15,223 45,000
Donald C. Hintz* 3,157 55,000
J. F. Kenney*** 3,247 11,250
Steven C. McNeal** 2,571 1,500
Michael G. Thompson** 8,136 20,000
C. John Wilder** - -
All directors and executive
officers 32,697 146,500

GSG&T, Inc.
Kent R. Foster* 363 13,750
Frank F. Gallaher* 15,223 45,000
Donald C. Hintz* 3,157 55,000
J. F. Kenney*** 3,247 11,250
Steven C. McNeal** 2,571 1,500
Michael G. Thompson** 8,136 20,000
C. John Wilder** - -
All directors and executive
officers 32,697 146,500

<PAGE>
As of December 31, 1998
Entergy Corporation
Common Stock
Amount and Nature of
Beneficial Ownership(a)
Sole Voting
and Other
Investment Beneficial
Name Power Ownership(b)

Entergy Enterprises, Inc.
Charles J. Brown, III** 73 3,750
Lawrence S. Folks** 409 3,750
Gary Fuqua* - -
Jerry D. Jackson* 21,804 51,911
John J. Ludwig** 73 -
Edwin Lupberger***(d) 30,203 116,824 (c)
Shahid J. Malik** 983 3,750
Michael G. Thompson** 8,136 20,000
C. John Wilder* - -
All directors and executive
officers 68,962 210,485

Entergy International Ltd., LLC
Michael B. Bemis** 10,256 22,500
Robert J. Cushman** 1,097 3,750
Laurence M. Hamric** 1,179 1,500
Robert A. Keegan** 1,627 -
C. John Wilder** - -
All directors and executive
officers 28,563 30,750

Entergy Power Development Corporation
Charles J. Brown, III*** 73 3,750
Robert J. Cushman** 1,097 3,750
Lawrence S. Folks** 409 3,750
Edwin Lupberger**(d) 30,203 116,824 (c)
Michael G. Thompson*** 8,136 20,000
C. John Wilder*** - -
All directors and executive
officers 44,716 149,574

Entergy Power Generation Corporation
Charles J. Brown, III*** 73 3,750
Robert J. Cushman** 1,097 3,750
R. A. Keegan** 1,627 -
Michael G. Thompson*** 8,136 20,000
C. John Wilder*** - -
All directors and executive
officers 13,504 29,000

Entergy Power International Holdings
Corporation
Charles J. Brown, III*** 73 3,750
Robert J. Cushman** 1,097 3,750
Lawrence S. Folks** 409 3,750
Michael G. Thompson*** 8,136 20,000
C. John Wilder*** - -
All directors and executive
officers 15,762 32,750

<PAGE>

As of December 31, 1998
Entergy Corporation
Common Stock
Amount and Nature of
Beneficial Ownership(a)
Sole Voting
and Other
Investment Beneficial
Name Power Ownership(b)

Entergy Power Marketing Corporation
Charles J. Brown, III** 73 3,750
Robert J. Cushman** 1,097 3,750
Edwin Lupberger**(d) 30,203 116,824 (c)
Shahid J. Malik*** 983 3,750
Steven C. McNeal** 2,571 1,500
Michael G. Thompson*** 8,136 20,000
C. John Wilder* - -
All directors and executive
officers 43,089 149,574

Entergy Power Operations Corporation
Charles J. Brown, III*** 73 3,750
Robert J. Cushman** 1,097 3,750
John J. Ludwig*** 73 -
Edwin Lupberger**(d) 30,203 116,824 (c)
Steven C. McNeal** 2,571 1,500
Frederick Nugent*** 3,167 -
All directors and executive
officers 37,184 125,824

Entergy Technology Holding Company
Gary Fuqua*** - -
J. Wayne Leonard*(d) - -
Edwin Lupberger*(d) 30,203 116,824 (c)
Steven C. McNeal** 2,571 1,500
William J. Regan, Jr.*** 73 5,750
Michael G. Thompson** 8,136 20,000
C. John Wilder*** - -
All directors and executive
officers 43,045 144,074

Entergy Business Solutions, Inc.
Gary Fuqua** - -
J. Wayne Leonard*(d) - -
William J. Regan, Jr.*** 73 5,750
Michael G. Thompson** 8,136 20,000
C. John Wilder* - -
All directors and executive
officers 8,209 25,750

Entergy Nuclear, Inc.
Donald C. Hintz*** 3,157 55,000
J. Wayne Leonard*(d) - -
Robert v.d. Luft*(d) 8,884 -
Jerry L. Maulden* 9,453 32,500
Steven C. McNeal** 2,571 1,500
Michael G. Thompson** 8,136 20,000
C. John Wilder** - -
Jerry W. Yelverton** 7,334 8,250
All directors and executive
officers 42,614 117,250

<PAGE>
As of December 31, 1998
Entergy Corporation
Common Stock
Amount and Nature of
Beneficial Ownership(a)
Sole Voting
and Other
Investment Beneficial
Name Power Ownership(b)

Entergy Operations Services, Inc.
Frank F. Gallaher* 15,223 45,000
Nathan E. Langston* 8,666 1,500
Steven C. McNeal** 2,571 1,500
James R. Rider*** 5,137 1,250
Michael G. Thompson 8,136 20,000
C. John Wilder** - -
All directors and executive
officers 39,733 69,250

* Director of the respective Company

** Named Executive Officer of the respective Company

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

**** Mr. Pugh's term will expire at the Annual Meeting and he 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 number of shares of Entergy Corporation common stock
owned by each individual and by all directors and executive
officers as a group does not exceed one percent of the outstanding
Entergy Corporation common stock.

(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, 22,500 shares; Charles J. Brown, III, 3,750 shares; C.
Gary Clary, 3,750 shares; John J. Cordaro, 5,000 shares; Robert J.
Cushman, 3,750 shares; Joseph F. Domino, 1,500 shares; Lawrence S.
Folks, 3,750 shares; Frank F. Gallaher, 45,000 shares; Laurence M.
Hamric, 1,500 shares; Donald C. Hintz, 55,000 shares; C. Randy
Hutchinson, 5,750 shares; Jerry D. Jackson, 51,911 shares; Robert
A. Keegan, 3,750 shares; R. Drake Keith, 13,424 shares; Nathan E.
Langston, 1,500 shares; Edwin Lupberger, 113,824 shares; Shahid J.
Malik, 3,750 shares; Jerry L. Maulden, 32,500 shares; John R.
McGaha, 5,750 shares; Steven C. McNeal, 1,500 shares; Donald E.
Meiners, 11,250 shares; William J. Regan, Jr., 5,750 shares; James
R. Rider, 1,250 shares; Michael G. Thompson, 20,000 shares; and
Jerry W. Yelverton, 8,250 shares.

(c) Includes Common Stock held by Mrs. Pugh of 6,500 shares of which
Mr. Pugh disclaims beneficial ownership and 2,500 shares held by
Mrs. Lupberger of which Mr. Lupberger disclaims beneficial
ownership. In addition, Mr. Lupberger owns 500 shares in joint
tenancy with his mother, for which he disclaims beneficial
ownership.

(d) Mr. Luft served as acting Chief Executive Officer of Entergy Corporation
and Entergy Services, Inc., director of Entergy Nuclear, Inc., and
Chairman of the Board of Entergy New Orleans, Inc., Entergy
Services, Inc., Entergy Operations, Inc., and System Energy during
1998.

Mr. Lupberger is the former Chief Executive Officer and former
Chairman of the Board of Entergy Corporation, Inc., Entergy
Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc.,
Entergy Mississippi, Inc., Entergy New Orleans, Inc., and Entergy
Services, Inc. Mr. Lupberger is the former Chairman of the Board
of System Energy, Entergy Operations, Inc., Entergy Enterprises,
Inc., and Entergy Technology Holdings Company. In addition, Mr.
Lupberger is the former Chief Executive Officer of Entergy Power,
Inc., Entergy Power Development Corporation, Entergy Power
Marketing Corporation, and Entergy Power Operations Corporation.

As of January 1, 1999, Mr. Leonard was appointed Chief Executive
Officer and director of Entergy Corporation, and Chairman of the
Board of Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy
Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans,
Inc., Entergy Services, Inc., Entergy Operations, Inc., and System
Energy. Mr. Leonard is a director of Entergy Technology Holdings
Company, Entergy Business Solutions, Inc., and Entergy Nuclear,
Inc.,

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

During 1998, T. Baker Smith & Son, Inc. performed land surveying
services for, and received payments of approximately $13,624 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

Charles J. Brown, III owes the company $300,000 as of December 31,
1998 in relation to a second mortgage used for the purchase of a home in
his relocation to California. A 0% interest rate has been charged.

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.

ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS

(1)* CALENDAR YEAR 1998
Name of Name or Number
Company of Beneficiaries Purpose(s) Account(s) Charged Amount
<S> <C> <C> <C> <C>
ENTERGY Democratic National Building Fund Donations $49,500.00
CORPORATION Committee

Republican National Building Fund Donations 54,500.00
Finance Committee
-----------
Total $104,000.00
===========
</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.

<TABLE>
<CAPTION>
(2) CALENDAR YEAR 1998
Name of Name or Number
Company of Beneficiaries Purpose(s) Account(s) Charged Amount
<S> <C> <C> <C> <C>
ENTERGY BIPAC Education Donations $10,000.00
CORPORATION

Democratic Leadership Civic Activity Donations 15,000.00
Council

Bureau of Governmental Research Donations 15,000.00
Research

Congressional Research Donations 10,000.00
Management Foundation

National Alliance of Education Donations 25,000.00
Business

Business Roundtable Civic Activity Donations 127,800.00

Chamber of Commerce - Civic Activity Donations 12,000.00
US

Six Items Community Welfare, Donations 24,150.00
Education, Research
& Education, and Civic
Activity
-----------
Total $238,950.00
===========

</TABLE>
<TABLE>
<CAPTION>

(1) CALENDAR YEAR 1998
Name of Name or Number
Company of Beneficiaries Purpose(s) Account(s) Charged Amount
<S> <C> <C> <C> <C>
ENTERGY Republican Party Building Fund Donations $20,000.00
ARKANSAS of Arkansas ==========

</TABLE>
<TABLE>
<CAPTION>
(2) CALENDAR YEAR 1998
<S> <C> <C> <C> <C>
ENTERGY Arkansas State and Civic Activity Donations $75,000.00
ARKANSAS Local Chamber of
Commerce

Arkansas Center for Civic Activity Donations 10,000.00
Public Affairs

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

Ten Items Civic Activity, 21,016.67
Education, Community
Welfare
-----------
Total $136,016.67
===========

ENTERGY Partnership of Civic Activity Donations $20,000.00
GULF STATES Southeast Texas

Texas Assoc. of Mexican Civic Activity Donations 10,000.00
American Chambers

Greater Houston Civic Activity Donations 15,000.00
Partnership

Chamber of Commerce - Civic Activity Donations 21,171.00
Texas

Chambers of Commerce- Civic Activity Donations 20,000.00
Louisiana

NAACP Civic Activity Donations 9,450.00

Golden Triangle Civic Activity Donations 10,456.00
Minority Business
Council

Southeast Texas Art Civic Activity Donations 15,000.00
Council

Houston Shell Open Civic Activity Donations 30,000.00

Boy Scouts of America Civic Activity Donations 13,500.00

Junior League of Civic Activity Donations 14,800.00
Beaumont

Texas Energy Museum Civic Activity Donations 10,000.00

American Red Cross - Civic Activity Donations 16,000.00
Houston, Beaumont,
Orange

St. Elizabeth Hospital Civic Activity Donations 15,000.00

Art Museum of Southeast Civic Activity Donations 10,000.00
Texas

City of Beaumont Civic Activity Donations 20,000.00

YWCA Civic Activity Donations 10,500.00

YMCA Civic Activity Donations 13,650.00

Fifty- Six Items Civic Activity, Donations 80,991.00
Education, Community
Welfare
-----------
Total $355,518.00
===========

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

Chambers of Commerce Civic Activity Donations 28,615.00

Foundation/Southwest LA Civic Activity Donations 30,000.00

NAACP Civic Activity Donations 28,850.00

Metro Vision Civic Activity Donations 65,000.00

Sixteen Items Research and Education, Donations 39,231.00
Civic Activity,
Community Welfare
-------------
Total $ 201,696.00
=============

(1) CALENDAR YEAR 1998
ENTERGY Business & Industry Political Activity $ 10,000.00
MISSISSIPPI Political Action
Committee

Business & Industry Political 20,000.00
Political Education
Council
--------------
Total $ 30,000.00
==============

(2) CALENDAR YEAR 1998

ENTERGY NAACP Civic Activity Donations $23,250.00
MISSISSIPPI
Chamber of Commerce Civic Activity Donations 58,400.00

Public Education Forum Education Donations 30,500.00

Small Mississippi Civic Activity Donations 62,258.00
Chambers

Three Items Community Welfare, Donations 2,950.00
Education, Civic
Activities
-----------
Total $177,358.00
===========

ENTERGY NEW Chambers of Conmmerce Civic Activity Donations $28,047.00
ORLEANS

National Conference Civic Activity Donations 10,000.00
of Black Mayors, Inc.

John A.Alario Event Community Welfare Donations 12,500.00
Center

American Association of Civic Activity Donations 15,225.00
Blacks in Energy

Metro Vision New Civic Activity Donations 62,500.00
Orleans

Chamber of Commerce New Civic Activity Donations 41,000.00
Orleans and the River
Region

Twelve Items Research & Education, Donations 32,262.00
Civic Activity,
Community Welfare
-----------
Total $201,534.00
===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS

(I) In Effect
Serving Receiving Date of 12/31/98
Transaction Company Company Compensation Contract (Yes/No)
<S> <C> <C> <C> <C> <C>
Fuel purchases System Fuels Entergy Arkansas $ 2,117,694 1/12/73 Yes

Fuel purchases System Fuels Entergy Louisiana $ 8,369,949 1/12/73 Yes

Fuel purchases System Fuels Entergy Mississippi $119,041,107 1/12/73 Yes

Fuel purchases System Fuels Entergy New Orleans $ 10,595,387 1/12/73 Yes

Certain materials & System Fuels Entergy Arkansas $ 31,420,098 6/15/78 Yes
services required for
fabrication of Nuclear Fuel

Certain materials & System Fuels Entergy Louisiana $ 38,129,390 6/15/78 Yes
services required for
fabrication of Nuclear Fuel

Certain materials & System Fuels System Energy $ 19,664,796 6/15/78 Yes
services required for
fabrication of Nuclear Fuel

Miscellaneous Spare Parts Entergy Arkansas Entergy Louisiana $ 3,209,451 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Arkansas Entergy Mississippi $ 2,817,458 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Arkansas Entergy New Orleans $ 38 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Arkansas Entergy Gulf States $ 205,103 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Louisiana Entergy Arkansas $ 126,711 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Louisiana Entergy Mississippi $ 34,022 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Louisiana Entergy New Orleans $ 3,769,115 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Louisiana Entergy Gulf States $ 273,290 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Mississippi Entergy Arkansas $ 39,537 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Mississippi Entergy Louisiana $ 944,883 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy New Orleans Entergy Arkansas $ 1,626 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy New Orleans Entergy Louisiana $ 100,472 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy New Orleans Entergy Mississippi $ 957 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy New Orleans Entergy Gulf States $ 52,244 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Gulf States Entergy Arkansas $ 374 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Gulf States Entergy Louisiana $ 63,226 N/A N/A
Inventory

Capacity Use of and Service ETC Entergy Arkansas $ 280,639 5-01-97 Yes
of Local Fiber

Capacity Use of and Service ETC Entergy Louisiana $ 623,550 5-01-97 Yes
of Local Fiber

Capacity Use of and Service ETC Entergy Mississippi $ 811,365 5-01-97 Yes
of Local Fiber

Capacity Use of and Service ETC Entergy Gulf States $ 1,372,376 5-01-97 Yes
of Local Fiber

Construction and Service of ETC Entergy Services $ 1,259,301 1-01-97 Yes
Local Fiber

Miscellaneous transmission Entergy Louisiana Entergy Gulf States $ 88,355 N/A N/A
and distribution station
equipment

Miscellaneous transmission Entergy Louisiana Entergy Arkansas $ 200,108 N/A N/A
and distribution station
equipment

Miscellaneous transmission Entergy Mississippi Entergy Louisiana $ 123,646 N/A N/A
and distribution station
equipment

Entergy Arkansas EIS Entergy Arkansas Note 2 6-12-97 Yes
subcontracted with Entergy
Integrated Solutions (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 Little Rock
Air Force Base (LRAFB). (1)

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
$10,161,245.

The following contracts were in effect as of December 31, 1998:

- - 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 1998 was $5,509,689.

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES

(a)

In November 1992, Entergy Corporation's subsidiary, Entergy,
S.A., participated in a consortium with other nonaffiliated
companies that acquired a 6% interest in Central Costanera, S.A.
Central Costanera, S.A. is 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. Entergy Corporation's aggregate investment in
Central Costanera, S.A. is approximately $10.5 million. In
August 1995, Entergy, S.A. was granted EWG status.

Entergy Corporation owns, indirectly through its wholly-
owned subsidiaries Entergy International Holdings, Ltd. LLC
("EIH") and Entergy International, Ltd. LLC ("EIL"), a 5.1%
interest in Edesur S.A., which owns and operates an electric
distribution system serving the southern portion of the city of
Buenos Aires, Argentina. EIH and EIL formerly owned indirectly
100% of the capital stock of CitiPower and London Electricity,
which were sold in December 1998. EIH, EIL and Edesur S.A.
are FUCOs under the Energy Act. Entergy Corporation's aggregate
investment in EIH, EIL and Edesur at December 31, 1998 was
approximately $693.8 million, $4.4 million and $58.2 million,
respectively.

In August 1994, Entergy Corporation, through a wholly owned
subsidiary of Entergy Power Development Corporation, Entergy
Pakistan, Ltd., acquired a 10% equity interest in The Hub Power
Company, Ltd., which owns a 1,292 MW steam electric generation
facility under development in Pakistan. Entergy Pakistan, Ltd.
is a FUCO under the Energy Act. Entergy Pakistan, Ltd.'s
initial investment to acquire its indirect 10% interest in The
Hub Power Company, Ltd., was $50.2 million. From 1996 through
1998, Entergy Pakistan, Ltd. sold 52% of its interest in The Hub
Power Company, Ltd. for approximately $56 million. At December
31, 1998, Entergy Pakistan, Ltd. held a 4.9% interest in The Hub
Power Company, Ltd., representing an aggregate investment of
approximately $25.3 million.

In April 1995, Entergy Corporation through a wholly owned
subsidiary of Entergy Power Development Corporation, Entergy
Power CBA Holding Ltd. purchased a 7.8% interest in Central
Buenos Aires, S.A. Central Buenos Aires, S.A. owns a 220 MW
combined cycle gas turbine at the Central Costanera S. A. power
plant in Buenos Aires, Argentina. This subsidiary is a
FUCO under provisions of the Energy Act. Entergy's aggregate
investment in Central Buenos Aires, S.A. is approximately $3.7
million.

In November 1995, Entergy Corporation, through a new wholly
owned subsidiary of Entergy Power Development Corporation, EP
Edegel, Inc., acquired a 34.7% interest in a consortium,
Generandes, Co., which purchased 60% of Edegel, S.A., a company
that owns 5 hydroelectric generating stations (totaling 539 MW)
and 2 thermal generating stations (totaling 254 MW) in Peru. EP
Edegel, Inc. is a FUCO under the provisions of the Energy Act.
Entergy's aggregate investment in Edegel, S.A. is approximately
$100 million.

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's aggregate investment in EPOP totals approximately
$500,000.

Entergy Corporation owns, indirectly through its wholly-
owned subsidiaries, Entergy Power Operations Corporation and
Entergy Power Development Corporation, a 100% of the outstanding
capital stock of Entergy Power Operations UK Limited and Entergy
Power Operations Damhead Creek Limited Partnership, each of
which is a FUCO formed under the Energy Act to provide
operations and maintenance services to the Saltend and Damhead
Creek power projects, respectively, in the United Kingdom.

In June 1997, Entergy Corporation, indirectly through wholly
owned subsidiaries Entergy Power Development Corporation, and
Entergy Power Chile, S.A., acquired an indirect 25% interest in
Compania Electrica San Isidro S.A. Compania Electrica San Isidro
S.A. owns a 370-megawatt power plant under construction in
central Chile. Compania Electrica San Isidro S.A., is a FUCO
under the Energy Act. Entergy's aggregate investment in
Compania Electrica San Isidro S.A. totals $15.6 million.

In January 1997, Entergy Corporation, indirectly through its
wholly owned subsidiaries Entergy Power International Holdings
Corporation, and Entergy Electric Asia, Ltd. formed a joint
venture, Nantong Entergy Heat and Power Co., Ltd., to construct
a small cogeneration plant in Nantong, China. Entergy Electric
Asia, Ltd., owns a 92% interest in the joint venture. Nantong
Entergy Heat and Power Co., Ltd. is a FUCO under the Energy Act.
Entergy Electric Asia, Ltd.'s original investment in Nantong
Entergy Heat and Power Co., Ltd. is approximately $9.6 million.

In August 1997, Entergy Corporation, through a wholly owned
subsidiary, Entergy Power Development Corporation, acquired 100%
of the capital stock of Damhead Creek Limited (formerly
Kingsnorth Power Ltd.). Damhead Creek Limited is developing a
770 MW power plant in the United Kingdom and is a FUCO under the
Energy Act. Non-recourse project financing for the project has
been obtained and construction of the power plant commenced in
1998. Entergy's equity contribution obligations
(BPS36.1million) under the project financing are supported by a
letter of credit issued through a British Pounds Sterling credit
facility of Entergy Power Development Corporation. As noted
below, Entergy Corporation has issued a $170 million guaranty of
Entergy Power Development Corporation's credit facility.

In December 1997, Entergy Corporation, 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 is developing a 1200-megawatt power plant in the
United Kingdom. Non-recourse project financing for the project
has been obtained and construction of the power plant commenced
in December 1997. Saltend Cogeneration Company Limited is a FUCO
under the Energy Act. Entergy's equity contribution obligations
(BPS48 million) under the project financing are supported by a
letter of credit issued through a credit facility of Entergy
Power Development Corporation. As noted below, Entergy
Corporation has issued a $170 million guaranty of Entergy Power
Development Corporation's credit facility.

Entergy Corporation owns, indirectly through its wholly-
owned subsidiary, Entergy Power Development Corporation, 100% of
the outstanding capital stock of Entergy Wandoan Generation Pty.
Ltd. and Entergy Tarong Coal Generation Pty. Ltd., each of which
is a FUCO formed under the Energy Act to develop the Wandoan and
Tarong projects, respectively, in Queensland, Australia. The
Wandoan project involves the concurrent development of a 750 MW
coal-fired electric generation plant and an adjacent coal mine.
The Tarong Project is a joint venture with Tarong Energy
Corporation to develop, own and operate an 840 MW addition to
Tarong Energy's existing 1,400 MW generating station

Entergy Corporation owns, indirectly through its wholly
owned EWG subsidiary, Entergy Power Generation Corporation
("EPGC"), 100% of the outstanding capital stock of Entergy
Nuclear Generation Company ("ENGC"), which is an EWG formed
under the Entergy Act to acquire from Boston Edison Company the
Pilgrim Nuclear Power Station, a 670 MW nuclear-powered electric
generating station located in Plymouth, Massachusetts.
Entergy's aggregate investment in ENGC is $100, consisting of
the purchase by EPGC of one (1) share of the capital stock of
ENGC.

At December 31, 1998, Entergy had provided a guarantee in
the amount of $170 million to its wholly owned FUCO subsidiary,
Entergy Power Development Corporation, in respect of a credit
facility entered into by Entergy Power Development Corporation
in connection with the Saltend and Damhead Creek power projects,
as described above.

Reference is hereby made to the applicable application for
EWG determination or Notification of Foreign Utility Company
Status on Form U-57 filed in respect to each EWG or FUCO
identified in this Form U5S in which Entergy owned an interest
at December 31, 1998 for the business address of such EWG or
FUCO. See "Item 1 - System Companies and Investments Therein as
of December 31, 1998" for information concerning the system
companies owning interests in such FUCOs and EWGs 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.

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, 1998
*Consolidating Statement of Cash Flows for the Year Ended S-8
December 31, 1998
*Consolidating Balance Sheet as of December 31, 1998 S-14
*Consolidating Statement of Retained Earnings for the Year S-26
Ended December 31, 1998

Entergy Gulf States Corporation and Subsidiaries:
*Consolidating Statement of Income for the Year Ended S-32
December 31, 1998
*Consolidating Statement of Cash Flows for the Year Ended S-33
December 31, 1998
*Consolidating Balance Sheet as of December 31, 1998 S-34
*Consolidating Statement of Retained Earnings for the Year S-36
Ended December 31, 1998

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, 1998 and 1997 S-37
*Statements of Cash Flows, Years Ended
November 30, 1998 and 1997 S-38
*Balance Sheets, November 30, 1998 and 1997 S-39
*Notes to Financial Statements, November 30, 1998 and 1997 S-40

* Letter, dated April 22, 1999, 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 1998 Financial Statements included in the Form 10-K for
the year ended December 31, 1998, 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, 1998, 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' 1998 Financial Statements
included in the Form 10-K for the year ended December 31, 1998, 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, 1998, 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' 1998 Financial Statements
included in the Form 10-K for the year ended December 31, 1998, 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, 1998, 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 1998 Financial Statements
included in the Form 10-K for the year ended December 31, 1998, 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, 1998, 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 1998 Financial
Statements included in the Form 10-K for the year ended December 31,
1998, 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, 1998, 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' 1998 Financial
Statements included in the Form 10-K for the year ended December 31,
1998, 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, 1998, 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 1998 Financial Statements
included in the Form 10-K for the year ended December 31, 1998, 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, 1998, 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, 1998 (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, 1998 (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, 1998 (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, 1998 (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, 1998 (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, 1998 (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, 1998 (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 amended January 29, 1999, and
as presently in effect (Filed as Exhibit 4.2 in File No. 333-75097).

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 of October 5, 1998, and as
presently in effect (Filed as Exhibit 3(b) to Form 10-Q for the quarter
ended September 30, 1998 in File No. 1-10764).

ENTERGY ENTERPRISES, INC.

B-3(a) Restated Articles of Incorporation of Entergy Enterprises, Inc.,
as in effect December 28, 1992 (Filed as Exhibit B-3(a) to Form U5S for
the year ended December 31, 1997).

B-3(b) By-Laws of Entergy Enterprises, Inc., 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 of October 5, 1998, and as
presently in effect (Filed as Exhibit 3(d) to Form 10-Q for the quarter
ended September 30, 1998 in File No. 1-8474).

ENTERGY MISSISSIPPI

B-5(a) Restated Articles of Incorporation of Entergy Mississippi and
amendments thereto through November 20, 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 of October 5, 1998, and as
presently in effect (Filed as Exhibit 3(e) to Form 10-Q for the quarter
ended September 30, 1998 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 of October 5, 1998, and as
presently in effect (Filed as Exhibit 3(f) to Form 10-Q for the quarter
ended September 30, 1998 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 effective July 6, 1998, and as
presently in effect (Filed as Exhibit 3(f) to Form 10-Q for the quarter
ended June 30, 1998 in File No. 1-9067).

ENTERGY SERVICES

*B-8(a) Certificate of Amendment of Certificate of Incorporation of
Entergy Services, as executed May 5, 1998.

*B-8(b) By-Laws of Entergy Services as of October 5, 1998, and as
presently in effect.

SYSTEM FUELS, INC.

B-9(a) Articles of Incorporation of System Fuels, Inc., 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, Inc., as of August 10, 1998, and as
presently in effect.

ENTERGY OPERATIONS, INC.

B-10(a) Restated Certificate of Incorporation of Entergy Operations,
Inc., 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, Inc., as of July 6, 1998, and
as presently in effect.

ENTERGY POWER, INC.

B-11(a) Restated Certificate of Incorporation of Entergy Power, Inc.,
effective March 8, 1990 (Filed as Exhibit A-1(b) to Rule 24 Certificate
in File No. 70-7684).

B-11(b) By-Laws of Entergy Power, Inc., 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 Entergy Gulf States as of October 5, 1998, and as
presently in effect (Filed as Exhibit 3(c) to Form 10-Q for the quarter
ended September 30, 1998 in File No. 1-2703).

VARIBUS CORPORATION

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 of August 10, 1998 and
currently in effect.

PRUDENTIAL OIL AND GAS, INC.

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 of August 10,
1998 and currently in effect.

GSG&T, INC.

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 of August 10, 1998 and currently
in effect.

SOUTHERN GULF RAILWAY COMPANY

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 of August 10,
1998 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 (Filed as Exhibit B-21(a) to
Form U5S for the year ended December 31, 1997).

B-21(b) By-Laws of Entergy Power Generation Corporation, as of
December 26, 1996 and currently in effect (Filed as Exhibit B-21(b) to
Form U5S for the year ended December 31, 1997).

ENTERGY POWER INTERNATIONAL HOLDINGS LTD. LLC

B-22(a) Certificate of Incorporation of Entergy Power International
Holdings Corporation, as executed August 5, 1996 (Filed as Exhibit B-
22(a) to Form U5S for the year ended December 31, 1997).

B-22(b) By-Laws of Entergy Power International Holdings Corporation,
as of January 16, 1996 and currently in effect (Filed as Exhibit B-
22(b) to Form U5S for the year ended December 31, 1997).

ENTERGY INTERNATIONAL LTD LLC

B-23(a) Limited Liability Agreement of Entergy International Ltd LLC
(Filed as Exhibit B-23(d) to Form U5S for the year ended December 31,
1997).

ENTERGY BUSINESS SOLUTIONS, INC.

*B-24(a) Certificate of Amendment of Certificate of Incorporation of
Entergy Business Solutions, Inc., as executed April 7, 1998.

*B-24(b) By-Laws of Entergy Business Solutions, Inc., as amended
November 30, 1998 and currently in effect.

ENTERGY NUCLEAR, INC.

*B-25(a) Certificate of Incorporation of Entergy Nuclear, Inc., as
executed April 10, 1996.

*B-25(b) By-Laws of Entergy Nuclear, Inc., as amended September 10,
1998 and currently in effect.

ENTERGY OPERATIONS SERVICES, INC.

*B-26(a) Certificate of Amendment of Certificate of Incorporation of
Entergy Operations Services, Inc., as executed July 9, 1996.

*B-26(b) By-Laws of Entergy Operations Services, Inc., as amended
October 9, 1998 and currently in effect.

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) 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(c) 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(d) 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(e) 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(f) 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(g) 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 twelve 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); and A-2(b) to Rule 24
Certificate dated April 16, 1998 in File 70-8719(Twelfth)).

ENTERGY NEW ORLEANS

C-5(a) Mortgage and Deed of Trust, dated as of May 1, 1987, as amended
by seven 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); and 4(b) to
Form 10-Q for the quarter ended June 30, 1998 in 0-5807 (Seventh)).

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 1998; Entergy
Arkansas Long-Term Debt, including First Mortgage Bonds, Retired During
1998; Entergy Gulf States Preferred Stock Redeemed During 1998; Entergy
Gulf States Long-Term Debt Retired During 1998; Entergy Louisiana
Preferred Stock Redeemed During 1998; Entergy Louisiana Long-Term Debt,
including First Mortgage Bonds, Retired During 1998; Entergy
Mississippi Preferred Stock Redeemed During 1998; Entergy Mississippi
Long-Term Debt, including First Mortgage Bonds, Retired During 1998;
Entergy New Orleans Preferred Stock Redeemed During 1998; Entergy New
Orleans General & Refunding Mortgage Bonds Retired During 1998; and
System Energy Long-Term Debt, including First Mortgage Bonds Retired
during 1998.

*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, 1998" 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, 1998.

*I-1 Report of Independent Accountants, Financial Statements and Notes
to Financial Statements of Entergy Power Development Corporation for
the year ended December 31, 1998 (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, 1998 (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, 1998 (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 International Holdings
Corporation for the year ended December 31, 1998 (Exhibit I-4is 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 1998

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 1998*

Principal
Series Amount Consideration

7 3/8% Series Due 1998 $ 15,000,000 $ 15,000,000
9 3/4% Series Due 2019 75,000,000 75,000,000
10 % Series Due 2020 4,061,000 4,061,000
8.7 % Series Due 2022 11,713,000 11,713,000
Jefferson County Pollution Control
& Industrial Development Bonds
6.125% Due 1998-2007 45,510,000 45,510,000
8.75% Due 1998 135,000 135,000
Pope County Pollution
Control Bonds
8.75% Due 1998 5,000 5,000
------------- --------------
$ 151,424,000 $ 151,424,000
============= ==============

<PAGE>

ITEM 4. SUPPORTING SCHEDULES (Continued)
EXHIBIT F

Entergy Gulf States Preferred Stock Redeemed During 1998

Shares
Series Redeemed Consideration

8.80% Series 22,312 $2,231,200
8.64% Series 28,000 2,800,000
Adjustable Rate Series A, 7.00% 12,000 1,200,000
Adjustable Rate Series B, 7.00% 22,500 2,250,000
------ ----------
84,812 $8,481,200
====== ==========

Entergy Gulf States Long-Term Debt, Including First Mortgage
Bonds, Retired During 1998*

Principal
Series Amount Consideration

6 5/8% Series Due 1998 $ 25,000,000 $ 25,000,000
6.3/4% Series Due 1998 40,000,000 40,000,000
7.35% Series Due 1998 75,000,000 75,000,000
Iberville Parish Pollution
Control Revenue Bonds
7% Due 2006 21,600,000 21,600,000
Iberville Parish Pollution
Control Revenue Bonds
7% Due 2006 25,000 25,000
Pollution Control Revenue Bonds
5.9% Due 2007 465,000 465,000
9.72% Debentures Due 1998 50,000,000 50,000,000
------------ --------------
$212,090,000 $ 212,090,000
============ ==============

<PAGE>
ITEM 4. SUPPORTING SCHEDULES (Continued)

EXHIBIT F

Entergy Louisiana Long-Term Debt, including First Mortgage
Bonds, Retired During 1998*

Principal
Series Amount Consideration

7 1/8% Series Due 1998 $ 35,000,000 $35,000,000
8 % Series Due 2003 25,561,000 25,561,000
8 1/2% Series Due 2022 90,000,000 90,000,000
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
------------- ------------
$ 150,786,000 $150,786,000
============= ============

Entergy Mississippi Long-Term Debt Retired During 1998*

Principal
Series Amount Consideration
General & Refunding Mortgage
Bonds 8.8% Series Due 2005 $80,000,000 $80,000,000
Washington County Pollution
Control Revenue Bonds
7-1/2% Due 1991-2004 20,000 20,000
------------ ------------
$ 80,020,000 $ 80,020,000
============ ============

<PAGE>

ITEM 4. SUPPORTING SCHEDULES (Concluded)
EXHIBIT F

Entergy New Orleans Long-Term Debt Retired During 1998*

Principal
Series Amount Consideration

General & Refunding Mortgage
Bonds 8.67% Series Due 2005 $30,000,000 $30,000,000
----------- -----------
$30,000,000 $30,000,000
=========== ===========

System Energy Long Term Debt, including First Mortgage Bonds
Retired During 1998*

Principal
Series Amount Consideration

6.00 % Series Due 1998 $60,000,000 $60,000,000
11.375 % Series Due 1998 10,000,000 10,000,000
Grand Gulf Lease Obligation
7.02% 7,860,852 7,860,852
Claiborne County Pollution
Control Bonds
9.5 % Series A, Due 2014 10,000,000 10,000,000
9.875 % Series C, Due 2013 212,480,000 212,480,000
------------- ---------------
$ 300,340,852 $ 300,340,852
============= ===============

* 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 HOLDINGS LTD LLC
ENTERGY OPERATIONS, INC.
ENTERGY SERVICES, INC.

By: /s/ Nathan E. Langston
Nathan E. Langston
Vice President, Chief Accounting Officer

ENTERGY ENTERPRISES, INC.
ENTERGY POWER, INC.
ENTERGY POWER GENERATION CORP.
ENTERGY POWER DEVELOPMENT CORPORATION
ENTERGY GLOBAL POWER OPERATIONS CORPORATION
ENTERGY POWER MARKETING CORP.
ENTERGY POWER INTERNATIONAL HOLDINGS CORP
ENTERGY TECHNOLOGY HOLDING COMPANY
ENTERGY BUSINESS SOLUTIONS INCORPORATED
ENTERGY NUCLEAR INCORPORATED
ENTERGY OPERATIONS SERVICES INCORPORATED
SYSTEM FUELS, INC.

By: /s/ C. John Wilder
C. John Wilder
Executive Vice President, Chief Financial Officer

Dated: April 27, 1999

<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, 1998 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., Entergy Gulf States, Inc., Entergy Louisiana,
Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., and System
Energy Resources, Inc., collectively referred to as "the Companies")
dated February 18, 1999, appearing in each of the Companies' Annual
Reports on Form 10-K for the year ended December 31, 1998.

PricewaterhouseCoopers LLP

New Orleans, Louisiana
April 26, 1999

<PAGE>

</TABLE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME (LOSS)
YEAR ENDED DECEMBER 31, 1998
(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 $ 6,136,322 $ 2,479,361 $ 1,608,698 $ 1,777,584 $1,710,908
Natural gas 115,355 .... .... 33,058 ....
Steam products 43,167 .... .... 43,167 ....
Competitive businesses 5,199,928 (5,000,238) .... .... ....
Equity in earnings of subsidiaries .... 822,758 .... .... ....
---------------------------------------------------------------------
Total 11,494,772 (1,698,119) 1,608,698 1,853,809 1,710,908
---------------------------------------------------------------------
Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses 1,706,028 (98,950) 204,318 538,388 383,413
Purchased power 4,585,444 (3,018,484) 419,947 317,684 372,763
Nuclear refueling outage expenses 83,885 .... 32,046 14,362 21,740
Other operation and maintenance 1,988,040 1,020,071 358,006 411,303 289,522
Depreciation and decommissioning 984,929 (165,554) 181,436 199,372 171,723
Taxes other than income taxes 362,153 16,847 37,223 120,782 70,621
Other regulatory charges (credits) 35,136 (1) 45,658 (5,485) (1,755)
Amortization of rate deferrals 237,302 1 75,249 21,749 ....
---------------------------------------------------------------------
Total 9,982,917 (2,246,070) 1,353,883 1,618,155 1,308,027
---------------------------------------------------------------------
Operating Income 1,511,855 547,951 254,815 235,654 402,881
---------------------------------------------------------------------
Other Income (Deductions):
Allowance for equity funds used during
construction 12,465 .... 5,921 2,143 1,887
Miscellaneous - net 360,559 (363,808) 14,069 16,719 4,984
---------------------------------------------------------------------
Total 373,024 (363,808) 19,990 18,862 6,871
---------------------------------------------------------------------
Interest and Other Charges:
Interest on long-term debt 735,601 (228,391) 86,772 149,767 109,463
Other interest - net 65,047 5,530 4,813 21,016 7,127
Distributions on preferred securities of subsidiary 42,628 (23,791) 5,100 7,437 6,300
Allowance for borrowed funds used during
construction (10,761) 1 (4,205) (1,870) (1,729)
---------------------------------------------------------------------
Total 832,515 (246,651) 92,480 176,350 121,161
---------------------------------------------------------------------

Income (Loss) Before Income Taxes 1,052,364 430,794 182,325 78,166 288,591

Income Taxes 266,735 14,230 71,374 31,773 109,104
---------------------------------------------------------------------

Net Income (Loss) 785,629 416,564 110,951 46,393 179,487

Preferred and Preference Dividend Requirements
and Other 46,560 1 10,201 19,011 13,014
---------------------------------------------------------------------

Earnings (Loss) Applicable to Common Stock $ 739,069 $ 416,563 $ 100,750 $ 27,382 $ 166,473
=====================================================================
Earnings per average common share
Basic and diluted $3.00
Dividends declared per common share $1.50
Average number of common shares outstanding
Basic 246,396,469
Diluted 246,572,481

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

ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY
MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS
(unaudited)

<S> <C> <C> <C> <C> <C>
Operating Revenues:
Domestic electric $ 976,300 $ 431,453 $ 602,373 $ .... $ 666,573
Natural gas .... 82,297 .... .... ....
Steam products .... .... .... .... ....
Competitive businesses .... .... .... .... ....
Equity in earnings of subsidiaries .... .... .... 822,758 ....
---------------------------------------------------------------------
Total 976,300 513,750 602,373 822,758 666,573
---------------------------------------------------------------------
Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses 241,415 138,142 41,740 .... ....
Purchased power 286,769 164,435 .... .... ....
Nuclear refueling outage expenses .... .... 15,737 .... ....
Other operation and maintenance 130,727 79,023 86,696 77,296 647,271
Depreciation and decommissioning 45,133 21,878 144,275 .... 685
Taxes other than income taxes 44,888 40,417 26,839 1,325 17,664
Other regulatory charges (credits) (3,186) (4,540) 4,443 .... ....
Amortization of rate deferrals 104,969 35,336 .... .... ....
---------------------------------------------------------------------
Total 850,715 474,691 319,730 78,621 665,620
---------------------------------------------------------------------
Operating Income 125,585 39,059 282,643 744,137 953
---------------------------------------------------------------------
Other Income (Deductions):
Allowance for equity funds used during
construction 188 284 2,042 .... ....
Miscellaneous - net 4,891 1,409 13,309 2,536 ....
---------------------------------------------------------------------
Total 5,079 1,693 15,351 2,536 ....
---------------------------------------------------------------------
Interest and Other Charges:
Interest on long-term debt 37,756 13,717 109,735 .... ....
Other interest - net 3,171 1,075 6,325 14,451 748
Distributions on preferred securities of subsidiary .... .... .... .... ....
Allowance for borrowed funds used during
construction (932) (219) (1,805) .... ....
---------------------------------------------------------------------
Total 39,995 14,573 114,255 14,451 748
---------------------------------------------------------------------

Income (Loss) Before Income Taxes 90,669 26,179 183,739 732,222 205

Income Taxes 28,031 10,042 77,263 (6,847) 205
---------------------------------------------------------------------

Net Income (Loss) 62,638 16,137 106,476 739,069 ....

Preferred and Preference Dividend Requirements
and Other 3,370 965 .... .... ....
---------------------------------------------------------------------

Earnings (Loss) Applicable to Common Stock $ 59,268 $ 15,172 $ 106,476 $ 739,069 $ ....
=====================================================================

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

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME (LOSS)
YEAR ENDED DECEMBER 31, 1998
(In Thousands, Except Share Data)

ENTERGY ENTERGY SYSTEM ENTERGY
POWER SERVICES FUELS ENTERPRISES
(unaudited) (unaudited) (unaudited) (unaudited)

<S> <C> <C> <C> <C>
Operating Revenues:
Domestic electric $ .... $ 566,562 $ 275,232 $ ....
Natural gas .... .... .... ....
Steam products .... .... .... ....
Competitive businesses 96,626 .... .... 103,064
Equity in earnings of subsidiaries .... .... .... ....
-------------------------------------------------------
Total 96,626 566,562 275,232 103,064
-------------------------------------------------------
Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses 59,662 .... .... ....
Purchased power 5,362 .... .... ....
Nuclear refueling outage expenses .... .... .... ....
Other operation and maintenance 13,015 520,617 270,658 123,977
Depreciation and decommissioning 4,488 21,880 .... 28,505
Taxes other than income taxes 782 17,160 891 408
Other regulatory charges (credits) .... .... .... ....
Amortization of rate deferrals .... .... .... ....
-------------------------------------------------------
Total 83,309 559,657 271,549 152,890
-------------------------------------------------------
Operating Income 13,317 6,905 3,683 (49,826)
-------------------------------------------------------
Other Income (Deductions):
Allowance for equity funds used during
construction .... .... .... ....
Miscellaneous - net 6,821 184 .... (68,171)
-------------------------------------------------------
Total 6,821 184 .... (68,171)
-------------------------------------------------------
Interest and Other Charges:
Interest on long-term debt .... .... .... ....
Other interest - net .... 3,711 3,474 4,666
Distributions on preferred securities of subsidiary .... .... .... ....
Allowance for borrowed funds used during
construction .... .... .... ....
-------------------------------------------------------
Total .... 3,711 3,474 4,666
-------------------------------------------------------

Income (Loss) Before Income Taxes 20,138 3,378 209 (122,663)

Income Taxes 7,997 3,378 209 (51,564)
-------------------------------------------------------

Net Income (Loss) 12,141 .... .... (71,099)

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

Earnings (Loss) Applicable to Common Stock $ 12,141 $ .... $ .... $ (71,099)
=======================================================

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

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1998
(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) $ 785,629 $ 416,564 $ 110,951 $ 46,393 $ 179,487
Noncash items included in net income
Reserve for regulatory adjustments 130,603 .... .... 130,603 ....
Amortization of rate deferrals 237,302 1 75,249 21,749 ....
Other regulatory charges (credits), net 35,136 (1) 45,658 (5,485) (1,755)
Depreciation, amortization and decommissioning 984,929 (160,704) 181,436 199,372 171,723
Deferred income taxes and investment tax credits (64,563) (5,001) (12,293) (29,174) 26,910
Allowance for equity funds used during construction (12,465) .... (5,921) (2,143) (1,887)
Gain on sale of non-regulated businesses & property (255,718) 319,801 .... .... ....
Equity in earnings of subsidiaries .... (822,758) .... .... ....
Accrued pension liability .... (21,572) .... .... ....
Provisions for estimated losses (133,880) 193,510 2,032 (8,390) 6,410
Changes in working capital:
Receivables 24,176 (7,327) 35,398 43,834 (122)
Fuel inventory 28,439 14,595 8,317 7,426 ....
Accounts payable 31,229 (71,251) (7,911) (6,135) (5,878)
Taxes accrued 58,505 (79,768) (8,742) 7,462 (7,040)
Interest accrued (37,937) 50,497 (3,541) (2,523) 18,731
Other working capital accounts 24,216 (17,847) (64,485) 23,824 21,513
Common stock dividends received .... 488,500 .... .... ....
Change in other regulatory assets (13,684) (48,662) .... .... (19,608)
Change in decommissioning trust (73,641) .... (25,929) (11,899) (11,648)
Deferred interest- Waterford 3 lease obligation .... (17,799) .... .... (17,799)
Other (69,219) 123,621 26,897 (358) (20,473)
--------------------------------------------------------------------
Net cash flow provided by (used in) operating activities 1,679,057 354,399 357,116 414,556 338,564
--------------------------------------------------------------------

INVESTING ACTIVITIES:
Construction expenditures (1,143,612) 583,656 (190,459) (136,960) (105,306)
Allowance for equity funds used during construction 12,465 .... 5,921 2,143 1,887
Nuclear fuel sales and purchases (102,747) (13,739) (45,845) (1,977) (38,141)
Proceeds from sale/leaseback of nuclear fuel 128,210 1 42,055 15,932 39,701
Acquisition of non-regulated businesses (41,776) 41,776 .... .... ....
Proceeds from sale of businesses 2,275,014 (2,275,014) .... .... ....
Purchase of notes receivable (947,444) 947,444 .... .... ....
Other (43,238) (42,691) .... .... ....
--------------------------------------------------------------------
Net cash flow provided by (used in) investing activities 136,872 (758,567) (188,328) (120,862) (101,859)
--------------------------------------------------------------------

FINANCING ACTIVITIES:
Proceeds from issuance of:
Bank notes and long-term debt 1,904,074 (1,439,190) .... 21,600 112,556
Common stock 19,341 .... .... .... ....
Retirement of:
Long-term debt (3,151,680) 2,221,241 (151,424) (212,090) (150,786)
Repurchase of common stock (2,964) .... .... ....
Redemption of preferred stock (17,481) .... (9,000) (8,481) ....
Dividends paid:
Common stock (373,441) (488,500) (92,600) (109,400) (138,500)
Preferred stock (46,809) (2) (10,407) (19,055) (13,014)
Change in advances from parent company .... 20,000 .... .... ....
Changes in short-term borrowings 205,412 (148,085) .... .... ....
Other .... .... .... .... ....
--------------------------------------------------------------------
Net cash flow provided by (used in) financing activities (1,463,548) 165,464 (263,431) (327,426) (189,744)
--------------------------------------------------------------------

Effect of exchange rates on cash and cash equivalents 1,567 (1,567) .... .... ....
--------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents 353,948 (240,271) (94,643) (33,732) 46,961
Cash and cash equivalents at beginning of year 830,547 (107,382) 203,391 165,164 49,749
--------------------------------------------------------------------
Cash and cash equivalents at end of year $ 1,184,495 $ (347,653) $ 108,748 $ 131,432 $ 96,710
====================================================================

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

ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY
OPERATING ACTIVITIES: MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS
(unaudited)

<S> <C> <C> <C> <C> <C>
Net Income (Loss) $ 62,638 $ 16,137 $ 106,476 $ 739,069 $ ....
Noncash items included in net income
Reserve for regulatory adjustments .... .... .... .... ....
Amortization of rate deferrals 104,969 35,336 .... .... ....
Other regulatory charges (credits), net (3,186) (4,540) 4,443 .... ....
Depreciation, amortization and decommissioning 45,133 21,878 144,275 2,069 685
Deferred income taxes and investment tax credits (12,494) (7,498) (28,222) (1,997) (1,406)
Allowance for equity funds used during construction (188) (284) (2,042) .... ....
Gain on sale of non-regulated businesses & property .... .... .... .... ....
Equity in earnings of subsidiaries .... .... .... (822,758) ....
Accrued pension liability .... .... .... .... 47
Provisions for estimated losses (2,573) (4,381) 66,532 .... ....
Changes in working capital:
Receivables 6,253 3,743 (1,742) (21,033) 6,137
Fuel inventory 384 .... .... .... ....
Accounts payable 14,750 (4,136) (2,858) 357 2,260
Taxes accrued (26,301) .... 1,131 .... ....
Interest accrued 323 (130) (300) .... ....
Other working capital accounts 21,479 (3,060) (2,230) 3,614 (508)
Common stock dividends received .... .... .... 488,500 ....
Change in other regulatory assets (35,774) (6,964)
Change in decommissioning trust .... .... (24,165) .... ....
Deferred interest - Waterford 3 lease obligation .... .... .... .... ....
Other (3,668) (5,176) 1,906 36,948 912
--------------------------------------------------------------------
Net cash flow provided by (used in) operating activities 171,745 40,925 263,204 424,769 8,127
--------------------------------------------------------------------

INVESTING ACTIVITIES:
Construction expenditures (58,705) (21,691) (30,692) (212) (123)
Allowance for equity funds used during construction 188 284 2,042 .... ....
Nuclear fuel sales and purchases .... .... (30,523) .... ....
Proceeds from sale/leaseback of nuclear fuel .... .... 30,523 .... ....
Acquisition of non-regulated businesses .... .... .... .... ....
Proceeds from sale of businesses .... .... .... .... ....
Purchase of notes receivable .... .... .... .... ....
Other .... .... .... (96,383) ....
--------------------------------------------------------------------
Net cash flow provided by (used in) investing activities (58,517) (21,407) (28,650) (96,595) (123)
--------------------------------------------------------------------

FINANCING ACTIVITIES:
Proceeds from issuance of:
Bank notes and long-term debt 78,703 29,438 212,976 .... ....
Common stock .... .... .... 19,341 ....
Retirement of:
Long-term debt (80,020) (30,000) (300,341) .... ....
Repurchase of common stock .... .... .... (2,964)
Redemption of preferred stock .... .... .... .... ....
Dividends paid:
Common stock (66,000) (9,700) (72,300) (373,441) ....
Preferred stock (3,370) (965) .... .... ....
Change in advances from parent company .... .... .... .... ....
Changes in short-term borrowings (46,717) .... .... 99,500 (8,004)
Other .... .... .... .... ....
--------------------------------------------------------------------
Net cash flow provided by (used in) financing activities (117,404) (11,227) (159,665) (257,564) (8,004)
--------------------------------------------------------------------

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

Net increase (decrease) in cash and cash equivalents (4,176) 8,291 74,889 70,610 -
Cash and cash equivalents at beginning of year 6,816 11,376 206,410 10,843 3
--------------------------------------------------------------------
Cash and cash equivalents at end of year $ 2,640 $ 19,667 $ 281,299 $ 81,453 $ 3
====================================================================

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

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1998
(In Thousands)

ENTERGY ENTERGY SYSTEM ENTERGY
OPERATING ACTIVITIES: POWER SERVICES FUELS ENTERPRISES
(unaudited) (unaudited) (unaudited) (unaudited)

<S> <C> <C> <C> <C>
Net Income (Loss) $ 12,141 $ .... $ .... $ (71,099)
Noncash items included in net income
Reserve for regulatory adjustments .... .... .... ....
Amortization of rate deferrals .... .... .... ....
Other regulatory charges (credits), net .... .... .... ....
Depreciation, amortization and decommissioning 4,488 21,880 2,782 28,504
Deferred income taxes and investment tax credits (7,921) (908) 176 5,263
Allowance for equity funds used during construction .... .... .... ....
Gain on sale of non-regulated businesses & property (4,507) .... .... 68,590
Equity in earnings of subsidiaries .... .... .... ....
Accrued pension liability .... (21,619) .... ....
Provisions for estimated losses .... .... .... ....
Changes in working capital:
Receivables 23,790 (18,217) 101 (61,293)
Fuel inventory 783 .... 26,124 ....
Accounts payable (2,131) (29,644) (7,547) 8,851
Taxes accrued 9,098 .... 2,628 501
Interest accrued .... .... .... ....
Other working capital accounts 139 13,213 .... (7,130)
Common stock dividends received .... .... .... ....
Change in other regulatory assets .... .... .... ....
Change in decommissioning trust .... .... .... ....
Deferred interest - Waterford 3 lease obligation .... .... .... ....
Other (1,751) 11,721 (76) 7,520
-------------------------------------------------------
Net cash flow provided by (used in) operating activities 34,129 (23,574) 24,188 (20,293)
-------------------------------------------------------

INVESTING ACTIVITIES:
Construction expenditures (1,420) (28,310) .... 13,922
Allowance for equity funds used during construction .... .... .... ....
Nuclear fuel sales and purchases .... .... .... ....
Proceeds from sale/leaseback of nuclear fuel .... .... .... ....
Acquisition of non-regulated businesses .... .... .... ....
Proceeds from sale of businesses .... .... .... ....
Purchase of notes receivable .... .... .... ....
Other 30,156 .... .... (19,702)
-------------------------------------------------------
Net cash flow provided by (used in) investing activities 28,736 (28,310) .... (5,780)
-------------------------------------------------------

FINANCING ACTIVITIES:
Proceeds from issuance of:
Bank notes and long-term debt .... .... .... 9,611
Common stock .... .... .... ....
Retirement of:
Long-term debt .... .... (2,484) (3,294)
Repurchase of common stock .... .... .... ....
Redemption of preferred stock .... .... .... ....
Dividends paid:
Common stock .... .... .... ....
Preferred stock .... .... .... ....
Change in advances from parent company .... .... .... 20,000
Changes in short-term borrowings .... 33,052 (20,504) ....
Other .... .... .... ....
-------------------------------------------------------
Net cash flow provided by (used in) financing activities .... 33,052 (22,988) 26,317
-------------------------------------------------------

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

Net increase (decrease) in cash and cash equivalents 62,865 (18,832) 1,200 244
Cash and cash equivalents at beginning of year 16,676 33,803 .... 18,934
-------------------------------------------------------
Cash and cash equivalents at end of year $ 79,541 $ 14,971 $ 1,200 $ 19,178
=======================================================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1998
(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 $ 386,764 $ (336,304) $ 9,814 $ 11,629 $ 10,187
Temporary cash investments:
Associated companies .... 91,190 15,643 15,696 ....
Other 797,731 (102,539) 83,291 104,107 86,523
----------------------------------------------------------------
Total cash and cash equivalents 1,184,495 (347,653) 108,748 131,432 96,710
Notes receivable 959,329 (959,302) .... .... ....
Accounts receivable:
Customer 280,648 (135) 72,234 78,961 65,262
Allowance for doubtful accounts (10,300) 3,670 (1,753) (1,735) (1,164)
Associated companies .... 359,549 34,502 7,554 20,095
Other 197,362 (109,442) 4,510 28,265 19,305
Accrued unbilled revenues 245,350 .... 73,083 59,569 50,540
Deferred fuel costs 169,589 5,689 41,191 132,896 ....
Accumulated deferred income taxes 11,329 46,325 .... 26,940 14,176
Recoverable income taxes .... 2,202 .... .... ....
Fuel inventory - at average cost and LIFO 90,408 (3,118) 19,852 30,201 ....
Materials and supplies - at average cost 374,674 (5,193) 89,033 108,346 82,220
Rate deferrals 37,507 .... .... 9,077 ....
Prepayments and other 114,886 (7,994) 23,344 20,495 18,064
----------------------------------------------------------------
Total 3,655,277 (1,015,402) 464,744 632,001 365,208
----------------------------------------------------------------

Other Property and Investments:
Common stock of subsidiaries consolidated .... 7,268,768 .... .... ....
Decommissioning trust funds 709,018 1 303,286 209,771 82,680
Investment in subsidiary companies - at equity 214 34,019 11,213 .... 14,230
Other 779,048 (565,443) 5,070 177,698 21,627
----------------------------------------------------------------
Total 1,488,280 6,737,345 319,569 387,469 118,537
----------------------------------------------------------------

Utility Plant:
Electric 22,704,872 (4,240) 4,731,699 7,250,789 5,095,278
Plant acquisition adjustment 422,895 (422,595) .... .... ....
Electric plant under leases 675,309 (234,339) .... .... ....
Property under capital leases - electric 113,736 233,862 49,415 54,427 234,339
Natural gas 183,621 .... .... 51,053 ....
Steam products 80,537 1 .... 80,538 ....
Construction work in progress 911,278 (368,640) 201,853 105,085 85,565
Nuclear fuel under capital leases 282,595 1 95,589 46,572 75,814
Nuclear fuel 29,690 .... .... .... ....
----------------------------------------------------------------
Total 25,404,533 (795,950) 5,078,556 7,588,464 5,490,996
Less - Accumulated depreciation and amortization 10,075,951 (1,301) 2,275,170 3,141,483 2,158,968
----------------------------------------------------------------
Utility plant - net 15,328,582 (794,649) 2,803,386 4,446,981 3,332,028
----------------------------------------------------------------

Deferred Debits and Other Assets:
Rate deferrals 125,095 .... .... 89,333 ....
Accumulated deferred income taxes .... 8,189 .... .... ....
SFAS 109 regulatory asset - net 1,141,318 942 248,275 376,406 270,068
Long-term receivables 34,617 .... .... 34,617 ....
Unamortized loss on reaquired debt 191,786 (1) 51,747 42,879 30,629
Other 883,068 17,579 118,930 306,815 65,415
----------------------------------------------------------------
Total 2,375,884 26,709 418,952 850,050 366,112
----------------------------------------------------------------
Total $22,848,023 $ 4,954,003 $4,006,651 $6,316,501 $ 4,181,885
================================================================

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

ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY
ASSETS MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS
(unaudited)
<S> <C> <C> <C> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $ 2,640 $ 3,769 $ 120 $ .... $ 3
Temporary cash investments:
Associated companies .... 2,514 44,458 12,879 ....
Other .... 13,384 236,721 68,574 ....
----------------------------------------------------------------
Total cash and cash equivalents 2,640 19,667 281,299 81,453 3
Notes receivable .... .... .... .... 27
Accounts receivable:
Customer 39,701 24,355 .... .... ....
Allowance for doubtful accounts (1,217) (761) .... .... ....
Associated companies 5,703 806 80,713 35,781 40,484
Other 1,266 3,835 4,431 9,633 ....
Accrued unbilled revenues 45,904 16,254 .... .... ....
Deferred fuel costs .... 1,191 .... .... ....
Accumulated deferred income taxes .... .... .... .... ....
Recoverable income taxes .... .... .... .... ....
Fuel inventory - at average cost and LIFO 3,002 .... .... .... ....
Materials and supplies - at average cost 17,149 8,845 62,203 .... ....
Rate deferrals .... 28,430 .... .... ....
Prepayments and other 14,364 10,158 15,445 .... 335
----------------------------------------------------------------
Total 128,512 112,780 444,091 126,867 40,849
----------------------------------------------------------------

Other Property and Investments:
Common stock of subsidiaries consolidated .... .... .... 7,268,768 ....
Decommissioning trust funds .... .... 113,282 .... ....
Investment in subsidiary companies - at equity 5,531 3,259 .... .... ....
Other 7,069 .... .... .... ....
----------------------------------------------------------------
Total 12,600 3,259 113,282 7,268,768 ....
----------------------------------------------------------------

Utility Plant:
Electric 1,718,903 514,685 3,030,764 .... 11,965
Plant acquisition adjustment .... .... .... .... ....
Electric plant under leases .... .... 440,970 .... ....
Property under capital leases - electric .... .... .... .... ....
Natural gas .... 132,568 .... .... ....
Steam products .... .... .... .... ....
Construction work in progress 35,317 20,184 57,076 .... 49
Nuclear fuel under capital leases .... .... 64,621 .... ....
Nuclear fuel .... .... .... .... ....
----------------------------------------------------------------
Total 1,754,220 667,437 3,593,431 .... 12,014
Less - Accumulated depreciation and amortization 685,214 371,558 1,198,266 .... 9,399
----------------------------------------------------------------
Utility plant - net 1,069,006 295,879 2,395,165 .... 2,615
----------------------------------------------------------------

Deferred Debits and Other Assets:
Rate deferrals .... 35,762 .... .... ....
Accumulated deferred income taxes .... .... .... .... 1,302
SFAS 109 regulatory asset - net 25,515 .... 221,996 .... ....
Long-term receivables .... .... .... .... ....
Unamortized loss on reaquired debt 7,981 1,399 57,150 .... ....
Other 106,650 22,825 199,521 71,543 858
----------------------------------------------------------------
Total 140,146 59,986 478,667 71,543 2,160
----------------------------------------------------------------
Total $ 1,350,264 $ 471,904 $3,431,205 $7,467,178 $ 45,624
================================================================

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

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1998
(In Thousands)

ENTERGY ENTERGY SYSTEM ENTERGY
ASSETS POWER SERVICES FUELS ENTERPRISES
(unaudited) (unaudited) (unaudited) (unaudited)

<S> <C> <C> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $ 294 $ 4,802 $ 1,200 $ 6,002
Temporary cash investments:
Associated companies .... .... .... ....
Other 79,247 10,169 .... 13,176
-----------------------------------------------------
Total cash and cash equivalents 79,541 14,971 1,200 19,178
Notes receivable .... .... .... ....
Accounts receivable:
Customer .... .... .... ....
Allowance for doubtful accounts .... .... .... ....
Associated companies 5,626 101,987 10,928 15,370
Other 7,701 5,832 3,058 84
Accrued unbilled revenues .... .... .... ....
Deferred fuel costs .... .... .... ....
Accumulated deferred income taxes .... .... .... 16,538
Recoverable income taxes .... .... .... 2,202
Fuel inventory - at average cost and LIFO 706 .... 33,529 ....
Materials and supplies - at average cost 1,685 .... .... ....
Rate deferrals .... .... .... ....
Prepayments and other .... 1,572 .... 3,115
-----------------------------------------------------
Total 95,259 124,362 48,715 56,487
-----------------------------------------------------

Other Property and Investments:
Common stock of subsidiaries consolidated .... .... .... ....
Decommissioning trust funds .... .... .... ....
Investment in subsidiary companies - at equity .... .... .... ....
Other .... .... .... 2,141
-----------------------------------------------------
Total .... .... .... 2,141
-----------------------------------------------------

Utility Plant:
Electric 144,350 177,775 24,424 ....
Plant acquisition adjustment 300 .... .... ....
Electric plant under leases .... .... .... ....
Property under capital leases - electric .... .... 9,417 ....
Natural gas .... .... .... ....
Steam products .... .... .... ....
Construction work in progress 1,725 35,784 .... ....
Nuclear fuel under capital leases .... .... .... ....
Nuclear fuel .... .... 29,690 ....
-----------------------------------------------------
Total 146,375 213,559 63,531 ....
Less - Accumulated depreciation and amortization 79,378 131,018 24,196 ....
-----------------------------------------------------
Utility plant - net 66,997 82,541 39,335 ....
-----------------------------------------------------

Deferred Debits and Other Assets:
Rate deferrals .... .... .... ....
Accumulated deferred income taxes .... 6,887 .... ....
SFAS 109 regulatory asset - net .... .... .... ....
Long-term receivables .... .... .... ....
Unamortized loss on reaquired debt .... .... .... ....
Other 77 7,858 111 44
-----------------------------------------------------
Total 77 14,745 111 44
-----------------------------------------------------
Total $ 162,333 $ 221,648 $ 88,161 $ 58,672
=====================================================

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

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1998
(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 $ 255,221 $ .... $ 1,094 $ 71,515 $ 6,772
Notes payable:
Associated companies .... 104,899 .... .... ....
Other 296,790 23,377 667 .... ....
Accounts payable:
Associated companies .... 309,320 47,963 60,932 43,051
Other 522,072 (127,735) 79,969 91,103 90,465
Customer deposits 148,972 (1) 25,196 31,462 55,966
Taxes accrued 284,847 (47,059) 68,585 55,780 18,203
Accumulated deferred income taxes .... 29,788 23,137 .... ....
Interest accrued 185,688 (2,897) 25,285 42,631 53,302
Dividends declared 7,918 (4,665) .... .... 3,253
Obligations under capital leases 176,270 (238) 64,068 34,343 32,539
Other 72,055 37,941 20,256 33,315 12,189
---------------------------------------------------------------
Total 1,949,833 322,730 356,220 421,081 315,740
---------------------------------------------------------------

Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 3,581,637 4,420 757,596 1,113,831 841,775
Accumulated deferred investment tax credits 565,744 119 98,768 209,477 128,689
Obligations under capital leases 220,209 (386) 80,936 66,656 43,275
Other 1,955,965 (15,932) 264,010 1,058,022 103,273
---------------------------------------------------------------
Total 6,323,555 (11,779) 1,201,310 2,447,986 1,117,012
---------------------------------------------------------------

Long-term debt 6,596,617 (650,395) 1,172,285 1,631,658 1,332,315
Subsidiaries' preferred stock with sinking fund 167,523 1 22,027 60,497 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

Shareholders' Equity:
Subsidiaries' preferred stock without sinking fund 338,455 .... 116,350 51,444 100,500
Common stock, $.01 par value, authorized
500,000,000 shares; issued and outstanding
246,829,076 shares 2,468 .... .... .... ....
Common stock of subsidiaries .... 2,283,345 470 114,055 1,088,900
Paid-in capital 4,630,609 2,127,948 590,134 1,152,575 ....
Capital stock expense and other .... (2,380) .... .... (2,321)
Retained earnings 2,526,888 884,533 487,855 202,205 74,739
Cumulative foreign currency translation (46,739) .... .... .... ....
Less - treasury stock at cost (208,907 shares in 1998) 6,186 .... .... .... ....
---------------------------------------------------------------
Total common shareholders' equity 7,445,495 5,293,446 1,194,809 1,520,279 1,261,818
---------------------------------------------------------------

Total $22,848,023 $ 4,954,003 $ 4,006,651 $ 6,316,501 $ 4,181,885
===============================================================

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

ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY
LIABILITIES AND SHAREHOLDERS' EQUITY MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS
(unaudited)
<S> <C> <C> <C> <C> <C>
Current Liabilities:
Currently maturing long-term debt $ 20 $ .... $ 175,820 $ .... $ ....
Notes payable:
Associated companies 445 .... .... .... 6,948
Other .... .... .... 285,500 ....
Accounts payable:
Associated companies 43,639 18,283 25,975 6,041 25,640
Other 18,444 11,008 19,420 531 11,197
Customer deposits 18,265 18,082 .... .... ....
Taxes accrued 6,013 .... 76,806 .... ....
Accumulated deferred income taxes 620 6,031 .... .... ....
Interest accrued 14,632 4,919 42,022 .... ....
Dividends declared .... .... .... .... ....
Obligations under capital leases .... .... 41,835 .... ....
Other 4,097 1,783 1,542 3,394 30
---------------------------------------------------------------
Total 106,175 60,106 383,420 295,466 43,815
---------------------------------------------------------------

Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 279,732 57,467 511,749 .... 195
Accumulated deferred investment tax credits 22,408 6,894 96,695 .... ....
Obligations under capital leases .... .... 22,786 .... ....
Other 6,236 21,571 372,616 64,672 614
---------------------------------------------------------------
Total 308,376 85,932 1,003,846 64,672 809
---------------------------------------------------------------

Long-term debt 463,616 169,018 1,159,830 .... ....
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 .... .... .... .... ....

Shareholders' Equity:
Subsidiaries' preferred stock without sinking fund 50,381 19,780 .... .... ....
Common stock, $.01 par value, authorized
500,000,000 shares; issued and outstanding
246,829,076 shares .... .... .... 2,468 ....
Common stock of subsidiaries 199,326 33,744 789,350 .... 5
Paid-in capital .... 36,294 .... 4,630,609 995
Capital stock expense and other (59) .... .... .... ....
Retained earnings 222,449 67,030 94,759 2,526,888 ....
Cumulative foreign currency translation .... .... .... (46,739) ....
Less - treasury stock at cost (208,907 shares in 1998) .... .... .... 6,186 ....
---------------------------------------------------------------
Total common shareholders' equity 472,097 156,848 884,109 7,107,040 1,000
---------------------------------------------------------------

Total $ 1,350,264 $ 471,904 $ 3,431,205 $ 7,467,178 $ 45,624
===============================================================

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

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1998
(In Thousands)

ENTERGY ENTERGY SYSTEM ENTERGY
LIABILITIES AND SHAREHOLDERS' EQUITY POWER SERVICES FUELS ENTERPRISES
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Current Liabilities:
Currently maturing long-term debt $ .... $ .... $ .... $ ....
Notes payable:
Associated companies .... 62,156 35,350 ....
Other .... .... 34,000 ....
Accounts payable:
Associated companies 4,293 27,472 460 5,571
Other 55 57,891 5,131 9,123
Customer deposits .... .... .... ....
Taxes accrued .... 12,391 10 ....
Accumulated deferred income taxes .... .... .... ....
Interest accrued .... .... .... ....
Dividends declared .... .... .... ....
Obligations under capital leases .... .... 3,247 ....
Other 13,651 9,999 852 8,888
------------------------------------------------------
Total 17,999 169,909 79,050 23,582
------------------------------------------------------

Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 21,023 .... 2,689 ....
Accumulated deferred investment tax credits .... 2,700 232 ....
Obligations under capital leases .... .... 6,170 ....
Other .... 49,019 .... ....
------------------------------------------------------
Total 21,023 51,719 9,091 ....
------------------------------------------------------

Long-term debt .... .... .... 17,500
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 .... .... .... ....

Shareholders' Equity:
Subsidiaries' preferred stock without sinking fund .... .... .... ....
Common stock, $.01 par value, authorized
500,000,000 shares; issued and outstanding
246,829,076 shares .... .... .... ....
Common stock of subsidiaries 55 20 20 57,400
Paid-in capital 174,950 .... .... 173,000
Capital stock expense and other .... .... .... ....
Retained earnings (51,694) .... .... (212,810)
Cumulative foreign currency translation .... .... .... ....
Less - treasury stock at cost (208,907 shares in 1998) .... .... .... ....
------------------------------------------------------
Total common shareholders' equity 123,311 20 20 17,590
------------------------------------------------------

Total $ 162,333 $ 221,648 $ 88,161 $ 58,672
======================================================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENTS OF RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1998
(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, 1998 $ 2,157,912 $ 956,201 $ 479,705 $ 284,165 $ 46,766
Retained Earnings adjustment & Other .... 211 .... .... ....
Add:
Net Income (Loss) 739,069 463,124 110,951 46,393 179,487
---------------------------------------------------------------
Total 2,896,981 1,419,536 590,656 330,558 226,253
---------------------------------------------------------------

Deduct:
Dividends declared on:
Preferred and preference stock .... 46,561 10,201 19,011 13,014
Common stock 369,498 488,500 92,600 109,400 138,500
Capital stock and other expenses 595 .... .... .... ....
Preferred and preference stock redemption .... (58) .... (58) ....
---------------------------------------------------------------
Total 370,093 535,003 102,801 128,353 151,514
---------------------------------------------------------------

Retained Earnings, December 31, 1998 $ 2,526,888 $ 884,533 $ 487,855 $ 202,205 $ 74,739
===============================================================

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

ENTERGY ENTERGY SYSTEM ENTERGY ENTERGY
RETAINED EARNINGS MISSISSIPPI NEW ORLEANS ENERGY CORPORATION OPERATIONS
(unaudited)

<S> <C> <C> <C> <C> <C>
Retained Earnings, January 1, 1998 $ 229,181 $ 61,558 $ 60,583 $ 2,157,912 $ ....
Retained Earnings adjustment & Other .... .... .... .... ....
Add:
Net Income (Loss) 62,638 16,137 106,476 739,069 ....
---------------------------------------------------------------
Total 291,819 77,695 167,059 2,896,981 ....
---------------------------------------------------------------

Deduct:
Dividends declared on:
Preferred and preference stock 3,370 965 .... .... ....
Common stock 66,000 9,700 72,300 369,498 ....
Capital stock and other expenses .... .... .... 595 ....
Preferred and preference stock redemption .... .... .... .... ....
---------------------------------------------------------------
Total 69,370 10,665 72,300 370,093 ....
---------------------------------------------------------------

Retained Earnings, December 31, 1998 $ 222,449 $ 67,030 $ 94,759 $ 2,526,888 $ ....
===============================================================

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

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENTS OF RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS)

ENTERGY ENTERGY SYSTEM ENTERGY
RETAINED EARNINGS POWER SERVICES FUELS ENTERPRISES
(unaudited) (unaudited) (unaudited) (unaudited)

<S> <C> <C> <C> <C>
Retained Earnings, January 1, 1998 $ (63,835) $ .... $ .... $ (141,922)
Retained Earnings adjustment & Other .... .... .... 211
Add:
Net Income (Loss) 12,141 .... .... (71,099)
------------------------------------------------------
Total (51,694) .... .... (212,810)
------------------------------------------------------

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

Retained Earnings, December 31, 1998 $ (51,694) $ .... $ .... $ (212,810)
======================================================

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

ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1998
(In Thousands)

INTERCOMPANY
ELIMINATIONS
AND ENTERGY Southern
CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Revenues:
Electric $ 1,777,584 $ 6,214 $ 1,776,543 $ 3,785 $ 3,470 $ .... $ ....
Natural gas 33,058 .... 33,058 .... .... .... ....
Steam products 43,167 .... 43,167 .... .... .... ....
-----------------------------------------------------------------------------------------
Total 1,853,809 6,214 1,852,768 3,785 3,470 .... ....
-----------------------------------------------------------------------------------------

Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses 538,388 .... 538,388 .... .... .... ....
Purchased power 317,684 .... 317,684 .... .... .... ....
Nuclear refueling outage expense 14,362 .... 14,362 .... .... .... ....
Other operation and maintenance 411,303 3,785 415,078 .... 2 .... 8
Depreciation and decommissioning 199,372 326 197,372 1,861 465 .... ....
Taxes other than income taxes 120,782 .... 120,782 .... .... .... ....
Other regulatory charges (credits) (5,485) 1,775 (6,246) .... 2,536 .... ....
Amortization of rate deferrals 21,749 .... 21,749 .... .... .... ....
-----------------------------------------------------------------------------------------
Total 1,618,155 5,886 1,619,169 1,861 3,003 .... 8
-----------------------------------------------------------------------------------------
Operating Income (loss) 235,654 328 233,599 1,924 467 .... (8)
-----------------------------------------------------------------------------------------

Other Income:
Allowance for equity funds used during
construction 2,143 .... 2,143 .... .... .... ....
Miscellaneous - net 16,719 3,027 17,892 (61) (106) 1,853 168
-----------------------------------------------------------------------------------------
Total 18,862 3,027 20,035 (61) (106) 1,853 168
-----------------------------------------------------------------------------------------

Interest and Other Charges:
Interest on long-term debt 149,767 .... 149,767 .... .... .... ....
Other interest - net 21,016 1,286 21,269 672 361 .... ....
Distributions on preferred securities
of subsidiary 7,437 .... 7,437 .... .... .... ....
Allowance for borrowed funds used during
construction (1,870) .... (1,870) .... .... .... ....
-----------------------------------------------------------------------------------------
Total 176,350 1,286 176,603 672 361 .... ....
-----------------------------------------------------------------------------------------

Income before income taxes 78,166 2,069 77,031 1,191 .... 1,853 160

Income tax expense (benefit) 31,773 124 30,638 560 .... 643 56
-----------------------------------------------------------------------------------------

Net income 46,393 1,945 46,393 631 .... 1,210 104

Preferred and preference dividend
requirements 19,011 .... 19,011 .... .... .... ....
-----------------------------------------------------------------------------------------

Earnings applicable to common stock $ 27,382 $ 1,945 $ 27,382 $ 631 $ .... $ 1,210 $ 104
=========================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1998
(In Thousands)

INTERCOMPANY
ELIMINATIONS
AND ENTERGY Southern
CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net Income $ 46,393 $ 1,945 $ 46,393 $ 631 $ .... $ 1,210 $ 104
Noncash items included in net income
Reserve for regulatory adjustments 130,603 .... 130,603 .... .... .... ....
Amortization of rate deferrals 21,749 .... 21,749 .... .... .... ....
Other regulatory charges (credits) (5,485) 1,775 (6,246) .... 2,536 .... ....
Depreciation, amortization and
decommissioning 199,372 326 197,372 1,861 465 .... ....
Deferred income taxes and investment
tax credits (29,174) .... (29,174) .... .... .... ....
Allowance for equity funds used during
construction (2,143) .... (2,143) .... .... .... ....
Changes in working capital:
Receivables 43,834 750 43,893 (246) 514 367 56
Fuel inventory 7,426 .... 7,426 .... .... .... ....
Accounts payable (6,135) (898) (7,741) 1 4 703 ....
Taxes accrued 7,462 62 7,819 (62) (233) .... ....
Interest accrued (2,523) 86 (2,351) (86) .... .... ....
Deferred fuel 12,861 .... 12,861 .... .... .... ....
Other working capital accounts 10,963 .... 10,963 .... .... .... ....
Decommissioning trust contributions and realized
change in trust assets (11,899) .... (11,899) .... .... .... ....
Provision for estimated losses and reserves (8,390) .... (8,390) .... .... .... ....
Other (358) 1,065 1,073 15 (718) 337 ....
------------------------------------------------------------------------------------
Net cash flow provided by operating activities 414,556 5,111 412,208 2,114 2,568 2,617 160
------------------------------------------------------------------------------------

INVESTING ACTIVITIES:
Construction expenditures (136,960) .... (136,960) .... .... .... ....
Allowance for equity funds used during construction 2,143 .... 2,143 .... .... .... ....
Nuclear fuel purchases (1,977) .... (1,977) .... .... .... ....
Proceeds from sale/leaseback of nuclear fuel 15,932 .... 15,932 .... .... .... ....
------------------------------------------------------------------------------------

Net cash flow used by investing activities (120,862) .... (120,862) .... .... .... ....
------------------------------------------------------------------------------------

FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt 21,600 .... 21,600 .... .... .... ....
Changes in notes payable - associated companies .... (5,111) .... (2,110) (3,001) .... ....
Retirement of long-term debt (212,090) .... (212,090) .... .... .... ....
Redemption of preferred stock (8,481) .... (8,481) .... .... .... ....
Dividends paid:
Common stock (109,400) .... (109,400) .... .... .... ....
Preferred stock (19,055) .... (19,055) .... .... .... ....
------------------------------------------------------------------------------------

Net cash flow used by financing activities (327,426) (5,111) (327,426) (2,110) (3,001) .... ....
------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash
equivalents (33,732) .... (36,080) 4 (433) 2,617 160
Cash and cash equivalents at beginning of year 165,164 .... 146,397 86 616 14,822 3,243
------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 131,432 $ .... $ 110,317 $ 90 $ 183 $ 17,439 $ 3,403
====================================================================================

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

ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1998
(In Thousands)

INTERCOMPANY
ELIMINATIONS
AND ENTERGY Southern
CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf Varibus POG
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $ 11,629 $ .... $ 11,046 $ 90 $ 183 $ 296 $ 14
Temporary cash investments
Associated companies 15,696 .... 15,696 .... .... .... ....
Other 104,107 .... 83,575 .... .... 17,143 3,389
------------------------------------------------------------------------------------
Total cash and cash equivalents 131,432 .... 110,317 90 183 17,439 3,403

Notes receivable associated companies .... 11,713 11,713 .... .... .... ....
Accounts receivable:
Customer 78,961 .... 78,516 .... .... 445 ....
Allowance for doubtful accounts (1,735) .... (1,735) .... .... .... ....
Associated companies 7,554 881 7,181 2,035 (1,402) .... 621
Other 28,265 .... 28,265 .... .... .... ....
Accrued unbilled revenues 59,569 .... 59,569 .... .... .... ....
Deferred fuel costs 132,896 .... 132,896 .... .... .... ....
Accumulated deferred income taxes 26,940 (124) 22,271 .... 1,833 1,947 765
Fuel inventory - at average cost 30,201 .... 30,201 .... .... .... ....
Materials and supplies - at average cost 108,346 .... 108,346 .... .... .... ....
Rate deferrals 9,077 .... 9,077 .... .... .... ....
Prepayments and other 20,495 .... 20,495 .... .... .... ....
------------------------------------------------------------------------------------
Total 632,001 12,470 617,112 2,125 614 19,831 4,789
------------------------------------------------------------------------------------

Other Property and Investments:
Nonutility subsidiary companies .... 41,802 41,802 .... .... .... ....
Decommissioning trust funds 209,771 .... 209,771 .... .... .... ....
Other 177,698 .... 167,174 .... 9,442 1,082 ....
------------------------------------------------------------------------------------
Total 387,469 41,802 418,747 .... 9,442 1,082 ....
------------------------------------------------------------------------------------

Utility Plant:
Electric 7,250,789 .... 7,184,578 66,211 .... .... ....
Natural gas 51,053 .... 51,053 .... .... .... ....
Steam products 80,538 .... 80,538 .... .... .... ....
Property under capital leases - electric 54,427 .... 54,427 .... .... .... ....
Construction work in progress 105,085 .... 105,085 .... .... .... ....
Nuclear fuel under capital leases 46,572 .... 46,572 .... .... .... ....
------------------------------------------------------------------------------------
Total 7,588,464 .... 7,522,253 66,211 .... .... ....
Less - Accumulated depreciation and 3,141,483 .... 3,094,299 47,184 .... .... ....
amortization
------------------------------------------------------------------------------------
Utility plant - net 4,446,981 .... 4,427,954 19,027 .... .... ....
------------------------------------------------------------------------------------

Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 89,333 .... 89,333 .... .... .... ....
SFAS 109 regulatory asset - net 376,406 .... 376,406 .... .... .... ....
Unamortized loss on reacquired debt 42,879 .... 42,879 .... .... .... ....
Other regulatory assets 85,730 .... 85,730 .... .... .... ....
Long-term receivables 34,617 .... 34,617 .... .... .... ....
Other 221,085 .... 221,085 .... .... .... ....
------------------------------------------------------------------------------------
Total 850,050 .... 850,050 .... .... .... ....
------------------------------------------------------------------------------------
TOTAL $6,316,501 $ 54,272 $6,313,863 $21,152 $ 10,056 $ 20,913 $ 4,789
====================================================================================

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

ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31,1998
(In Thousands)

Current Liabilities:
Currently maturing long-term debt $ 71,515 $ .... $ 71,515 $ .... $ .... $ .... $ ....
Notes payable - associated companies .... 11,713 .... 6,875 4,838 .... ....
Accounts payable:
Associated companies 60,932 221 63,587 1 4 (2,439) ....
Other 91,103 .... 91,103 .... .... .... ....
Customer deposits 31,462 .... 31,462 .... .... .... ....
Taxes accrued 55,780 360 55,856 360 (76) .... ....
Interest accrued 42,631 300 42,631 300 .... .... ....
Nuclear refueling reserve 16,991 .... 16,991 .... .... .... ....
Obligations under capital leases 34,343 .... 34,343 .... .... .... ....
Other 16,324 .... 16,324 .... .... .... ....
------------------------------------------------------------------------------------
Total 421,081 12,594 423,812 7,536 4,766 (2,439) ....
------------------------------------------------------------------------------------

Deferred Credits:
Accumulated deferred income taxes 1,113,831 .... 1,113,816 15 .... .... ....
Accumulated deferred investment tax
credits 209,477 .... 209,477 .... .... .... ....
Obligations under capital leases 66,656 .... 66,656 .... .... .... ....
Deferred River Bend finance charges 13,127 .... 13,127 .... .... .... ....
Regulatory reserves 511,888 .... 511,888 .... .... .... ....
Other 533,007 .... 527,653 .... 5,354 .... ....
------------------------------------------------------------------------------------
Total 2,447,986 .... 2,442,617 15 5,354 .... ....
------------------------------------------------------------------------------------

Long-term debt 1,631,658 .... 1,631,658 .... .... .... ....
Preferred stock with sinking fund 60,497 .... 60,497 .... .... .... ....
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 114,055 .... 114,055 .... .... .... ....
Common stock of subsidiaries .... 138 .... 25 1 100 12
Additional paid-in capital 1,152,575 90,656 1,152,575 7,593 .... 40,466 42,597
Retained earnings 202,205 (49,116) 202,205 5,983 (65) (17,214) (37,820)
------------------------------------------------------------------------------------
Total 1,520,279 41,678 1,520,279 13,601 (64) 23,352 4,789
------------------------------------------------------------------------------------

TOTAL $6,316,501 $ 54,272 $ 6,313,863 $ 21,152 $ 10,056 $ 20,913 $ 4,789
====================================================================================

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

ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS)

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

Retained Earnings, January 1, 1998 $ 284,165 $(51,061) $284,165 $5,352 $(65) $ (18,424) $ (37,924)

Add:
Net Income (Loss) 46,393 1,945 46,393 631 ... 1,210 104
------------------------------------------------------------------------------------
Total 330,558 (49,116) 330,558 5,983 (65) (17,214) (37,820)
------------------------------------------------------------------------------------

Deduct:
Dividends declared on:
Preferred and preference stock 19,011 ... 19,011 ... ... ... ...
Common stock 109,400 ... 109,400 ... ... ... ...
Capital stock and other expenses (58) ... (58) ... ... ... ...
------------------------------------------------------------------------------------
Total 128,353 ... 128,353 ... ... ... ...
------------------------------------------------------------------------------------

Retained Earnings, December 31, 1998 $ 202,205 $(49,116) $202,205 $5,983 $(65) $ (17,214) $ (37,820)
====================================================================================

</TABLE>
<PAGE>
THE ARKLAHOMA CORPORATION
STATEMENT OF OPERATIONS AND RETAINED EARNINGS
YEARS ENDED NOVEMBER 30, 1998 AND 1997
(IN THOUSANDS)

1998 1997

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

Expenses - Administrative and general 9 7
- Other - 1
---- ----
Total 9 8
---- ----

Income before Federal
and state income taxes 2 3

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

Net Income 2 3
---- ----

Retained Earnings - beginning of year 309 306

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

Retained Earnings - end of year $311 $309
==== ====

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, 1998 and 1997
(IN THOUSANDS)

1998 1997
OPERATING ACTIVITIES:

Net Income $3 $3
Changes in working capital:
Accounts receivable - 29
Accounts payable (2) (67)
Dividends payable - -
---- ----
Net cash flow used by operating activities 1 (35)
---- ----

Net (decrease) in cash
and cash equivalents 1 (35)

Cash and cash equivalents at
beginning of year 121 156
---- ----
Cash and cash equivalents at
end of year $122 $121
==== ====

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

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

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

<PAGE>
THE ARKLAHOMA CORPORATION
BALANCE SHEETS
NOVEMBER 30, 1998 AND 1997
(IN THOUSANDS)

ASSETS
1998 1997

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 122 121
Accounts receivable - associated companies - -
------ ------
Total 122 121
------ ------

Total $435 $434
====== ======

CAPITALIZATION AND LIABILITIES

Capitalization:
Common stock, $100 par value, authorized
12,000 shares; issued and outstanding, 500
shares $50 $50
Retained earnings 311 309
------ ------
Total 361 359
------ ------

Current Liabilities:
Other accounts payable 6 6
Accounts payable - associated companies 8 9
------ ------
Total 14 15
------ ------
Deferred Credits:
Deferred Income Taxes (SFAS 109) 60 60
------ ------

Total $435 $434
====== ======

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, 1998 AND 1997

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 $730,000 and
$680,000 in fiscal years 1998 and 1997, 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.

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, 1998, is approximately $16,833 for
book purposes and approximately $22,263 for tax return purposes, and
begins to expire in 2002.

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 27, 1999

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, Inc.,
Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy
Mississippi, Inc., Entergy New Orleans, Inc. 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, 1998, that the
attached schedules represent premium payments made to NEIL
and NML during 1998 and premium distributions and credits
received from NML and NEIL during 1998.

Sincerely,

/s/ Nathan E. Langston

Nathan E. Langston
Vice President and Chief Accounting Officer

NEL/AR
Attachments

1998 Form U5S
1998 Premiums Paid to NEIL, EIM

NEIL I
Period Trans Date Amount Type of Trans Plant Company
<S> <C> <C> <C> <C> <C> <C>
Extra Expense for 9/15/97-98 9/22/98 (59,559) Credit W3 ELI
Replacement Power 9/15/97-98 9/22/98 (29,711) Credit RB EGSI
9/15/97-98 9/22/98 (79,945) Credit ANO EAI
9/15/97-98 9/22/98 (13,597) Credit GG EAI
9/15/97-98 9/22/98 (6,573) Credit GG ELI
9/15/97-98 9/22/98 (8,976) Credit GG ENOI
9/15/97-99 9/22/98 (16,247) Credit GG EMI
9/15/98-4/1/99 9/12/98 246,277 Prem W3 ELI
9/15/98-4/1/99 9/12/98 134,950 Prem RB EGSI
9/15/98-4/1/99 9/12/98 325,754 Prem ANO EAI
9/15/98-4/1/99 9/12/98 27,219 Prem GG ELI
9/15/98-4/1/99 9/12/98 45,812 Prem GG ENOI
9/15/98-4/1/99 9/12/98 78,973 Prem GG EAI
9/1598-4/1/99 9/12/98 81,082 Prem GG EMI
-------
Total 725,459
=======

NEIL
Period Trans Date Amount Type of Trans Plant Company
Primary Property 4/1/98-99 3/30/98 1,086,594 Prem W3 ELI
4/1/98-99 4/1/98 967,311 Prem RB EGS
4/1/98-99 10/19/98 5,557 Prem ANO EAI
4/1/98-99 3/24/98 1,494,151 Prem ANO EAI
4/1/98-99 3/24/98 1,220,566 Prem GG SERI
---------
Total 4,774,179
=========

NEIL II
Period Trans Date Amount Type of Trans Plant Company
Excess Property 11/15/98-4/1/99 11/13/98 331,671 Prem W3 ELI
11/15/96-97 1/26/98 (60,144) Credit W3 ELI
11/15/98-4/1/99 11/13/98 329,647 Prem RB EGS
11/15/98-4/1/99 1/21/98 (40,820) Credit RB EGS
11/15/98-4/1/99 11/13/98 246,152 Prem ANO EAI
11/15/98-4/1/99 11/13/98 245,018 Prem GG SERI
4/1/98-11/15/98 4/22/98 (122,309) Credit RB EGS
4/1/97-98 1/26/98 (64,137) Credit ANO EAI
4/1/97-98 1/26/98 (54,959) Credit GG SERI
---------
Total 810,119
---------
Total NEIL 6,309,757
=========

EIM
Period Trans Date Amount Type of Trans
Directors & Officers 7/1/98-99 7/10/98 765,950 Prem
Excess Liability 11/1/98-99 11/23/98 542,079 Prem
---------
Total EIM 1,308,029
=========

NOTE: NML merged with NEIL in late 1997. NEIL is a nuclear mutual
insurance company. EIM is a non-nuclear mutual insurance company.

</TABLE>

Exhibit B-8(a)

COMPOSITE CERTIFICATE OF INCORPORATION

MIDDLE SOUTH SERVICES, INC.

We, the undersigned, in order to form a corporation for
the purposes hereinafter stated, under and pursuant to the
provisions of the General Corporation Law of the State of
Delaware, do hereby certify as follows:

FIRST: The name of the Corporation is

MIDDLE SOUTH SERVICES, INC.

SECOND: The principal office of the Corporation in the
State of Delaware is to be located at No. 100 West Tenth
Street, in the City of Wilmington, Country of New Castle.
The name and address of its resident agent is The
Corporation Trust Company, No. 100 West Tenth Street,
Wilmington 99, Delaware.

THIRD: The nature of the business of the Corporation
and the objects or purposes proposed to be transacted,
promoted or carried on by it are:

(a) To carry on the business of supplying services,
information and advice of any kind to others, including,
without limiting the generality of the foregoing, the
business of supplying executive and administrative,
financial, corporate, treasury, accounting, cost analysis,
auditing, employee relations, statistical, developing,
planning and gas supply, purchasing, marketing, advertising,
tax, research, valuation, rate, insurance, printing,
communications, geological, engineering, construction, new
business and other services not inconsistent with the laws
of the State of Delaware and to enter into any contract or
undertaking including evidence of indebtedness in connection
therewith;

(b) So far as the same may be useful, convenient or
incidental in carrying on the business of the Corporation as
hereinbefore or hereinafter set forth, to acquire, hold,
use, lease and dispose or avail of real or personal
property, tangible or intangible, of whatever kind and
wherever situated, and every right or interest therein;
including, without limiting the generality of the foregoing,
equipment, machinery, appliances and devices of all kinds
and all materials, supplies, good, wares, merchandise,
property and substances and patents, patent rights and
inventions useful in connection therewith or incidental
thereto, and also stocks, securities, evidence of
indebtedness and obligations of other corporations, joint
stock companies, trusts, associations, firms or persons;

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

(e) To make any guaranty respecting dividends, stocks,
bonds, contracts, or other obligations, whether of the
Corporation or any other person, individual, firm,
corporation or other body, in so far as the same may be
permitted by law;

(f) To lend money, secured by mortgages on personal
property or real estate, or as collateral security therefor
to take notes, open accounts, and other similar evidences of
debt or otherwise;

(g) To conduct business, have one or more offices, and
hold, purchase, mortgage and convey real and personal
property in the State of Delaware and in any of the several
states, territories, possessions and dependencies of the
United States, the District of Columbia and in foreign
countries; and

(h) To do everything necessary and proper for the
accomplishment of the objects enumerated in this Certificate
of Incorporation or any amendment thereof or necessary or
incidental to the protection and benefit of the Corporation,
and in general to carry on any lawful business necessary or
incidental to the attainment of the objects of the
Corporation whether or not such business is similar in
nature to the objects set forth in this Certificate of
Incorporation or any amendment thereof.

It is the intention that the objects and purposes
specified in the foregoing clauses of this Article
THIRD shall also be construed as powers, and that
the foregoing enumeration of specific objects,
purposes and powers shall not be held to limit or
restrict in any manner the powers of this
Corporation, but shall be in furtherance of, and in
addition to, and not in limitation of, the general
powers conferred by the laws of the State of
Delaware.

FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is Fifty Thousand
(50,000) shares of Common Stock and the par value of each of
such share is Ten Dollars ($10.00) amounting in the
aggregate to Five Hundred Thousand Dollars ($500,000).

The minimum amount of capital with which the Corporation
shall commence business is One Thousand Dollars ($1,000).

FIFTH: The name and place of residence of each of the
incorporators is as follows:

Gerald L. Andrus 1309 Nashville Avenue
New Orleans 15, Louisiana

Clayton L. Nairne 1500 Bordeaux Street
New Orleans 15, Louisiana

William O. Turner 142 Delaronde Street
New Orleans14, Louisiana

SIXTH: The duration of the Corporation shall be
perpetual.

SEVENTH: The private property of the stockholders of
the Corporation shall not be subject to the payment of
corporate debts to any extent whatever.

EIGHTH: No holder of any stock of the Corporation
shall be entitled as of right to purchase or subscribe for
any part of any stock of the Corporation authorized by this
Certificate of Incorporation or of any additional stock of
any class to be issued by reason of any increase of the
authorized stock of the Corporation or of any bonds,
certificates of indebtedness, debentures or other securities
convertible into stock of the Corporation, but any stock
authorized by this Certificate of Incorporation or any such
additional authorized issue of new stock or of securities
convertible into stock, may be issued and disposed of by the
Board of Directors to such persons, firms, corporations or
associations for such consideration and upon such terms and
in such manner as the Board of Directors may in its
discretion determine, without offering any thereof on the
same terms or on any terms to the stockholders of the
Corporation or to any class of its stockholders.

NINTH: The number of Directors of the Corporation
shall be fixed and may be altered from time to time as may
be provided in the By-laws but shall never be less then
three (3). Vacancies and newly created directorships
resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then
in office, even though less than a quorum. It shall not be
necessary for a person to be a stockholder in order to be a
director.

TENTH: 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. In
furtherance and not in limitation of the powers conferred by
law, the Board of Directors is expressly authorized to make,
alter and repeal the By-laws of the Corporation, and to set
apart out of any of the funds of the Corporation, whether or
not such funds would be available for dividends, a reserve
or reserves for any proper purpose or to abolish any such
reserve.

ELEVENTH: Both stockholders and directors shall have
power, if the By-laws so provide, to hold their meetings
either within or without the State of Delaware. The
Corporation may have one or more offices inside and outside
of the State of Delaware in addition to the principal office
in Delaware, and keep its accounts, books, documents, or
other papers, or any of them (subject to applicable
provisions of law) either within or without the State of
Delaware.

TWELFTH: The Board of Directors may in its absolute
discretion authorize the payment of compensation to the
directors and officers for services to the Corporation,
including fees for attendance at meetings of the Board of
Directors or any committee thereof. The form, basis and
amount of such compensation shall be subject to the absolute
discretion of the Board of Directors.

THIRTEENTH: 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, said Middle South Services, Inc.
has caused this certificate to be signed by F. W. Lewis,
Chairman of the Board and President, and attested by Dan E.
Stapp, Secretary, this 21st day of April, 1978.

MIDDLE SOUTH SERVICES, INC.

By: /s/ F. W. Lewis
Chairman of the Board and
President

ATTEST:

/s/ D. E. Stapp
Secretary

<PAGE>

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

Middle South Services, Inc. a corporation organized and
existing under and by virtue of the General Corporation Law
of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of
Middle South Services, Inc. resolutions were duly adopted
setting forth a proposed amendment of the Certificate of
Incorporation of said corporation, declaring said amendment
to be advisable and calling a meeting of the stockholders of
said corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing the Article thereof
numbered "1" so that, as amended said Article shall be and
read as follows: "The name of the corporation shall be MSU
System Services, Inc."

SECOND: That thereafter, pursuant to resolution of its
Board of Directors, a special meeting of the stockholders of
said corporation was duly called and held, upon notice in
accordance with Section 222 of the General Corporation law
of the state of Delaware at which meeting the necessary
number of shares as required by statute were voted in favor
of the amendment.

THIRD: That said amendment was duly adopted in
accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not
be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, said Middle South Services, Inc.
has caused this certificate to be signed by

/s/ Frank G. Smith its President

and /s/ Dan E. Stapp , its Secretary,

this 10th day of December, 1986

By: /s/ F. G. Smith
President

ATTEST: /s/ Dan E. Stapp
Secretary

<PAGE>
State of Delaware

Office of Secretary of State

I, Michael Harkins, Secretary of State of the State of
Delaware, do here certify that the "MSU SYSTEM SERVICES,
Inc.", filed a Certificate of Amendment, changing its
corporate title to "ENTERGY SERVICES, INC.", on the fifth
day of May, A.D. 1989, at 11:00 o'clock A.M.

And I do hereby further certify that the aforesaid
Corporation is duly incorporated under the laws of the State
of Delaware and is in good standing and has a legal
corporate existence so far as the records of this office
show and is duly authorized to transact business.

<PAGE>

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

Entergy Services, Inc., a corporation organized and

existing under and by virtue of the General Corporation Law

of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That by written action of the Board of Directors
of Entergy Services, Inc., pursuant to Section 141(f) of the
General Corporation Law of the State of Delaware,
resolutions were duly adopted setting forth an amendment of
the Certificate of Incorporation of said Corporation. The
resolutions setting forth the amendment are as follows:

RESOLVED, that the Certificate of Incorporation of
the Corporation be amended by deleting the
reference to officers from the first sentence of
the Article thereof numbered "TWELFTH" so that, as
amended, said sentence shall be and read as
follows:

"TWELFTH: The Board of Directors may in its
absolute discretion authorize the payment of
compensation to the directors for services to the
Corporation including fees for attendance at
meetings of the Board of Directors or any
committee thereof."

SECOND: That said amendment was duly adopted by the sole
stockholder of the Corporation by written consent pursuant
to Section 228 of the General Corporation Law of the State
of Delaware.

THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.

FOURTH: That the capital of the Corporation shall not be
reduced under or by reason of said amendment.

Dated: May 4, 1998

By: /s/ Edwin Lupberger
Edwin Lupberger
Chief Executive Officer

Exhibit B-8(b)

BY-LAWS
OF
ENTERGY SERVICES, INC.
AS OF OCTOBER 5, 1998

ARTICLE I.

OFFICES

The principal office of the Corporation in the State of
Delaware shall be located at 1209 Orange Street in the City
of Wilmington, County of New Castle. The Corporation may also
have offices at such other places both within and without the
State of Delaware as the Board of Directors may from time to
time determine or as the business of the Corporation may from
time to time require.

ARTICLE II.

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. All meetings of the
stockholders for the election of directors shall be held at
the office of the Corporation in the City of New Orleans,
Parish of Orleans, State of Louisiana or at such other place
within or without such City as may be fixed by the Board of
Directors. A change in the time or place at which such
meetings are to be held shall not be made within sixty (60)
days next before the day on which an election of directors is
to be held, and a notice of any such change shall be given to
each stockholder twenty (20) days before the election is
held. Meetings of stockholders for any other purpose may be
held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or
in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of the
stockholders, commencing with the year 1964, shall be held at
a time fixed by the Board of Directors, on the third Friday
in May if not a legal holiday, and, if a legal holiday, then
on the next business day which is not a legal holiday. At
each such meeting the stockholders shall elect by a plurality
vote by ballot a Board of Directors, and transact such other
business as may come before the meeting.

Written notice of each annual meeting shall be given to
each stockholder entitled to vote thereat at least ten (10)
days before the date of such meeting.

The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten (10) days
before every election of directors, a complete list of the
stockholders entitled to vote at said election, 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 during ordinary business
hours, for a period of at least ten (10) days prior to the
election, either at a place within the city, town or village
where the election is to be held and which place shall be
specified in the notice of the meeting, or, if not so
specified, at the place where said meeting is to be held, and
the list shall be produced and kept at the time and place of
election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.

Section 3. Special Meetings. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise
prescribed by law or by the Certificate of Incorporation, may
be called by the Board of Directors or by the Chairman of the
Board, the President or any Vice President of the
Corporation, and shall be called by the Chairman of the Board
or the President or any Vice President or the Secretary at
the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders
owning a majority in amount of the entire stock of the
Corporation issued, outstanding and entitled to vote. Such
request shall state the purpose or purposes of the proposed
meeting.

Written notice of any special meeting of stockholders,
stating the time, place and general purposes thereof, shall
be given to each stockholder entitled to vote thereat, at
least five (5) days before the date fixed for such meeting.

When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power
present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is
one upon which by express provision of any applicable statute
or of the Certificate of Incorporation, a different vote is
required, in which case such express provision shall govern
and control the decision of such question.

Section 5. Voting. Each stockholder shall at every
meeting of the stockholders be entitled to one vote in person
or by proxy for each share of the stock of the Corporation
having voting power held by such stockholder, but no proxy
shall be voted on after three (3) years from its date, unless
the proxy provides for a longer period. Except where the
transfer books of the Corporation have been closed or a date
has been fixed as a record date for the determination of its
stockholders entitled to vote, no share of stock shall be
voted on at any election for directors which has been
transferred on the books of the Corporation within twenty
(20) days next preceding such election of directors.

Whenever the vote of stockholders at a meeting thereof
is required or permitted to be taken in connection with any
corporate action by any provisions of the applicable statutes
or of the Certificate of Incorporation or otherwise, the
meeting and vote of stockholders may be dispensed with, if
all the stockholders who would have been entitled to vote
upon the action if such meeting were held, shall consent in
writing to such corporate action being taken.

Section 6. Order of Business. At all meetings of the
stockholders the order of business shall be as follows: (a)
call to order; (b) appointment of a Secretary, if necessary;
(c) presentation of proof of the due calling of the meeting;
(d) presentation and examination of proxies, and
determination of the number of shares present in person or by
proxy and entitled to vote; (e) reading and settlement of the
minutes of the previous meeting; (f) reports of officers and
committees, if any; (g) the election of directors if the
meeting is an annual meeting or a meeting called for that
purpose; (h) unfinished business; (i) new business; and (j)
adjournment.

ARTICLE III.

DIRECTORS

Section 1. General Powers. All the property and business
of the Corporation shall be managed by its Board of
Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not
by law or by the Certificate of Incorporation directed or
required to be exercised or done by the stockholders.

Section 2. Number of Directors. The number of directors
which shall constitute the whole Board of Directors shall be
not more than ten (10) nor less than four (4), 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. The directors shall be elected at each annual
meeting of the stockholders, except as provided in Section 3
of this Article III, and each director elected shall hold
office for one year and until his successor is elected and
qualified, unless sooner displaced. Directors need not be
stockholders. The number of directors may at any time be
increased to any number greater than ten (10) or decreased to
less than four (4), by amendment of the By-Laws of the
Corporation; provided, that no such decrease shall have the
effect of shortening the term of any incumbent director.

Section 3. Vacancies. Vacancies and newly created
directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the
directors then in office, though less than a quorum, and the
directors so chosen shall hold office until the next annual
election and until their successors are elected and
qualified, unless sooner displaced.

Section 4. Resignation. Any director may resign at any
time by giving written notice to the Board of Directors, the
Chairman of the Board or the President of the Corporation.
Such resignation shall take effect at the time specified
therein, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make
it effective.

Section 5. Meetings. The Board of Directors of the
Corporation may hold any of its meetings at any place either
within or without the State of Delaware. The first meeting of
each newly elected Board of Directors shall be held
immediately following the annual meeting of the stockholders,
or at such other time and place as shall be fixed by the vote
of stockholders at said annual meeting, and no notice of such
meeting shall be necessary to the newly elected directors in
order legally to constitute the meeting, provided a quorum
shall be 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 of the directors.

Special meetings of the Board of Directors may be called
by the Chairman of the Board or the President or by any Vice
President or by any two directors of the Corporation, on
three (3) days' notice to each director, either personally or
by mail or by telegram; special meetings shall be called by
the Chairman of the Board or the President or any Vice
President or the Secretary in like manner and on like notice
on the request of any two directors.

Section 7. Quorum. At all meetings of the Board of
Directors a one-third of the total number of directors then
in office, but in no event less than two, shall constitute a
quorum for the transaction of business, and the act of a
majority of the directors present at any meeting at which
there is a quorum present shall be the act of the Board of
Directors, except as may be otherwise specifically provided
by law, by the Certificate of Incorporation or by these
By-Laws. If a quorum shall not be present at any meeting of
the Board of Directors, the director or directors present
thereat may adjourn the meeting from time to time without
notice other than announcement at the meeting, until a quorum
shall be present.

Section 8. Action by Consent. Unless otherwise
restricted by the Certificate of Incorporation or by these
By-Laws, any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if prior to such action a
written consent thereto is signed by all members of the Board
of Directors or of such committee as the case may be, and
such written consent is filed with the minutes of proceedings
of the Board of Directors or such committee, as the case may
be.

Section 9. Removal. Subject to the terms of any
outstanding employment agreement in writing and authorized by
the Board of Directors, any director may be removed from his
directorship, whether cause shall be assigned for such
removal or not, and such vacancy filled, at any duly convened
and constituted meeting of stockholders by the vote of a
majority of the shares represented at such meeting in person
or by proxy which are entitled to vote for the election of
directors.

Section 10. Chairman of the Board. The Board of
Directors shall designate one of its members as Chairman of
the Board. The position of Chairman of the Board is not an
officer position; therefore, the Chairman of the Board need
not be an officer of the Corporation.

ARTICLE IV.

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 four members, to serve at the pleasure of
the Board of Directors. Such Committee shall have and may
exercise all the powers of the Board of Directors during the
intervals between its meetings, which may be lawfully
delegated, subject to such limitations which may be provided
by resolution of the Board of Directors.

Section 2. Procedure. The Executive Committee shall meet
at the call of the Chairman of the Executive Committee or of
any two members. A majority of the members shall be necessary
to constitute a quorum and action shall be taken by a
majority vote of those present.

Section 3. Powers and Reports. During the intervals
between the meetings of the Board of Directors, the Executive
Committee shall possess and may exercise all the powers of
the Board of Directors in the management and direction of the
business and affairs of the Corporation. The taking of action
by the Executive Committee shall be conclusive evidence that
the Board 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.

ARTICLE V.

OFFICERS

Section 1. The Board of Directors shall elect
individuals to occupy at least three executive offices:
President, Secretary and Treasurer. In its discretion, the
Board of Directors may elect individuals to occupy other
executive offices, including Chief Executive Officer, Vice
Chairman, Chief Operating Officer, Vice President and such
other executive offices as the Board shall designate.
Officers shall be elected annually and shall hold office
until their respective successors shall have been duly
elected and qualified, or until such officer shall have died
or resigned or shall have been removed by majority vote of
the whole Board. To the extent permitted by the laws of the
State of Delaware, individuals may occupy more than one
office.

Section 2. President. The President shall perform
duties incident to the office of a president of a corporation
and such other duties as from time to time may be assigned to
him by the Board of Directors, by the Executive Committee or,
if the Board has elected a Chief Executive Officer and if the
Chief Executive Officer is not the President, by the Chief
Executive Officer.

Section 3. Vice Presidents. Each Vice President shall
have such powers and shall perform such duties as from time
to time may be conferred upon or assigned to him by the Board
of Directors or the Executive Committee, or as may be
delegated to him by the President or the Chief Executive
Officer.

Section 4. 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 law and these bylaws; shall be custodian of the
records and of the corporate seal of the Corporation; shall
see that the corporate seal is affixed to all documents the
execution of which under the seal is duly authorized, and
when the seal is so affixed he may attest the same; may sign,
with the Chairman of the Board, a Vice Chairman, 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 to the
Secretary by the Chief Executive Officer, the Chairman of the
Board, a Vice Chairman, the President, the Board of Directors
or the Executive Committee.

The Secretary shall also keep, or cause to be kept, a
stock book, containing the name, alphabetically arranged, of
all persons who are stockholders of the Corporation, showing
their places of residence, the number of shares held by them
respectively, and the time when they respectively became the
owners thereof.

Section 5. 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. The Treasurer may endorse for
collection on behalf of the Corporation, checks, notes and
other obligations; may sign receipts and vouchers for
payments made to the Corporation singly or jointly with
another person as the Board of Directors may authorize; may
sign checks of the Corporation and pay out and dispose of the
proceeds under the direction of the Board; shall render or
cause to be rendered to the Chairman of the Board, the
President and the Board of Directors, whenever requested, an
account of the financial condition of the Corporation; may
sign, with the Chairman of the Board, a Vice Chairman, 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 to him
by the Chairman of the Board, a Vice Chairman, the President,
the Board of Directors or the Executive Committee.

Section 6. Subordinate Officers. The Board of Directors
may appoint such assistant secretaries, assistant treasurers
and other officers as it may deem desirable. Each such
officer shall hold office for such period, have such
authority and perform such duties as the Board of Directors
may prescribe. The Board of Directors may, from time to time,
authorize any officer to appoint and remove such officers and
to prescribe the powers and duties thereof.

Section 7. Vacancies; Absences. Any vacancy in any of
the above offices may be filled for the unexpired portion of
the term by the Board of Directors at any regular or special
meeting. Except when the law requires the act of a
particular officer, the Board of Directors or the Executive
Committee, whenever necessary, may, in the absence of any
officer, designate any other officer or properly qualified
employee, to perform the duties of the one absent for the
time being, and such designated officer or employee shall
have, when so acting, all the powers herein given to such
absent officer.

Section 8. Resignations. Any officer may resign at any
time by giving written notice of such resignation to the
Board of Directors, the Chairman of the Board, a Vice
Chairman, the President or the Secretary. Unless otherwise
specified therein, such resignation shall take effect upon
written receipt thereof by the Board of Directors or by such
officer.

ARTICLE VI.

CAPITAL STOCK

Section 1 Stock Certificates. Every stockholder shall be
entitled to have a certificate certifying the number of
shares of stock owned by him in the Corporation. Certificates
of stock shall be signed by the President or a Vice President
and the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary, and sealed with the seal of the
Corporation. Such seal may be facsimile, engraved or printed.
Where such certificate is signed (1) by a transfer agent or
an assistant transfer agent, other than the Corporation
itself, or (2) by a transfer clerk acting on behalf of the
Corporation and a registrar, the signature of any such
President, Vice President, Treasurer, Secretary, Assistant
Treasurer or Assistant Secretary may be facsimile. 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 the Corporation, whether because of
death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation,
such certificate or certificates may nevertheless be adopted
by the 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
the Corporation.

Section 2. Transfer of Shares. The shares of stock of
the Corporation shall be transferred on the books of the
Corporation by the holder thereof in person or by his
attorney lawfully constituted, upon surrender for
cancellation of certificates for the same number of shares,
with an assignment and power of transfer endorsed thereon or
attached thereto, duly executed, with such proof or guaranty
of the authenticity of the signature as the Corporation or
its agents may reasonably require. The Board of Directors may
appoint one or more transfer agents and registrars of the
stock of the Corporation. 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 shares or share on the part of any other
person, whether or not it shall have express or other notice
thereof, save as expressly provided by law.

Section 3. Lost Certificates. The Board of Directors may
direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued
by the Corporation alleged to have been lost or destroyed,
and may require the making of an affidavit of that fact by
the person claiming the certificate of stock to be lost or
destroyed. When authorizing such issue of a new certificate
or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to
give the Corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have
been lost or destroyed.

Section 4. Record Dates. The Board of Directors may
close the stock transfer books of the Corporation for a
period not exceeding fifty (50) days preceding the date of
any meeting of stockholders 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 stock shall go
into effect or for a period not exceeding fifty (50) days in
connection with obtaining the consent of stockholders for any
purpose. In lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date,
not exceeding fifty (50) days preceding the date of any
meeting of stockholders, 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 stock shall
go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the
stockholders 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 stock, or to give such
consent, and in such case such stockholders and only such
stockholders shall be stockholders 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, or to give such consent
as the case may be, notwithstanding any transfer of any stock
on the books of the Corporation after any such record date
fixed as aforesaid.

ARTICLE VII.

GENERAL PROVISIONS

Section 1. Dividends upon the stock of the Corporation,
subject to the provisions of the applicable statutes and the
Certificate of Incorporation of the Corporation, may be
declared by the Board of Directors at any meeting thereof.

Section 2. Deeds, bonds, mortgages and contracts of the
Corporation shall be executed on behalf of the Corporation by
the Chairman of the Board, the Vice Chairman of the Board,
the President, any Vice President, or any one of such other
persons as shall from time to time be authorized by the Board
of Directors or by a writing executed by either the Chairman
of the Board, the Vice Chairman of the Board, the President
or the Chief Executive Officer of the Corporation.

Section 3. 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 4. 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 5. The corporate seal of the Corporation shall
be in such form as the Board of Directors may prescribe.

Section 6. The books, accounts and records of the
Corporation, except as may be otherwise required by the laws
of the State of Delaware, may be kept outside of the State of
Delaware, at such place or places as the Board of Directors
may from time to time appoint.

Section 7. 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 telegram or cable, and any
such notice shall be deemed to be given when delivered to an
office of the transmitting company with all charges prepaid.

Section 8. Whenever any notice is required to be given
under the provisions of applicable statutes or of the
Certificate of Incorporation or of 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 deemed equivalent thereto.

ARTICLE VIII.

INDEMNIFICATION

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), judgements, fines and amounts
paid in settlement actually and reasonably 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
judgement, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Corporation, and,
with respect to any criminal Action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

Section 2. 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
Action by or in the right of the Corporation to procure a
judgement in its favor by reason of the fact that he is or
was a director, officer, or employee of the Corporation or is
or was serving at the request of the Corporation as a
director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees and amounts paid in
settlement not exceeding the estimated expense of litigating
the Action to a conclusion) 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
interest of the Corporation and except that no
indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of
his duty to the Corporation unless and only to the extent
that the court in which such Action was brought shall
determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for
such expenses which such court shall deem proper.

Section 3. Mandatory Indemnification - Successful Party.
To the extent that a director, officer, employee or agent of
the Corporation, or any person who 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, has been successful on the merits
or otherwise in the defense of any such Action, 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.

Section 4. Permissive Indemnification. Notwithstanding
any limitations of the indemnification provided by Sections 1
and 2, the Corporation may 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), judgements, 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 Sections
1, 2 or 4 (unless ordered by a court) shall be made by the
Corporation only as authorized by the Board of Directors
(which may so act whether or not there is a sufficient number
of disinterested directors to constitute a quorum) 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 and 2 or is entitled to
indemnification under Section 4. Such determination, in the
case of indemnification made pursuant to Section 1 or Section
2 shall be made (1) by the Board of Directors by a majority
vote of a quorum, as defined in the Certificate of
Incorporation or the 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 (2) if such a
quorum is not obtainable or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal
counsel (who may be, but need not be, outside counsel to the
Corporation) in a written opinion, or (3) by the
shareholders. Such determination, in the case of
indemnification made pursuant to Section 4, shall be made by
the Board of Directors by a majority vote of a quorum, as
defined in the Certificate of Incorporation or the 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 by the shareholders.

Section 6. Advance Payments. Expenses (including
attorneys' fees) incurred or reasonably expected to be
incurred by a director, officer or employee of the
Corporation in defending against any claim asserted or
threatened against him in such capacity or arising out of his
status as such shall be paid by the Corporation in advance of
the final determination thereof, if authorized by the Board
of Directors (which may so act whether or not there is a
sufficient number of disinterested directors to constitute a
quorum) 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 in this article.

Section 7. Provisions Not Exclusive. The indemnification
provided by this Article shall not be deemed exclusive of any
other rights to which any person seeking indemnification may
be entitled under any law, by-law, agreement, vote of
shareholders or disinterested directors or otherwise, 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. Miscellaneous. For purposes of this Article,
and without any limitation whatsoever upon the generality
thereof: the term "fines" as used herein shall be deemed to
include (i) penalties imposed by the Nuclear Regulatory
Commission (the "NRC") pursuant to Section 206 of the Energy
Reorganization Act of 1974 and Part 21 of NRC regulations
thereunder, as they may be amended from time to time, and any
other penalties, whether similar or dissimilar, imposed by
the NRC, and (ii) excise taxes assessed with respect to an
employee benefit plan pursuant to the Employee Retirement
Income Security Act of 1974, as it may be amended from time
to time, ("ERISA"); for purposes of determining the
entitlement of a director, officer or employee of the
Corporation to indemnification under this Article, the term
"other enterprise" shall be deemed to include an employee
benefit plan governed by ERISA, the Corporation shall be
deemed to have requested such person to serve as an employee
of such a plan where such person is a trustee of the plan or
where the performance by such person of his duties to the
Corporation also imposes duties on, or otherwise involves
services by, such person to such plan or its participants or
beneficiaries, and action taken or permitted by such person
in the performance of his duties with respect to such
employee benefit plan for a purpose reasonably believed by
him to be in the interest of the participants and
beneficiaries of the plan shall be deemed to meet the
standard of conduct required for indemnification hereunder;
and any act, omission, step or conduct taken or had in good
faith which is required, authorized or approved by any order
or orders issued pursuant to the Public Utility Holding
Company Act of 1935 or any other federal statute or any state
statute or municipal ordinance shall be deemed to meet the
standard of conduct required for indemnification hereunder.

ARTICLE IX.

AMENDMENTS

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-9(b)

BY-LAWS
OF
SYSTEM FUELS, INC.
AS OF AUGUST 10, 1998

ARTICLE I

OFFICES

The principal office of the Corporation in the State of
Louisiana shall be located in the City of New Orleans,
Orleans Parish, Louisiana. The Corporation may also have
offices at such other places both within and without the
State of Louisiana as the Board of Directors may from time to
time determine or as the business of the Corporation may from
time to time require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of stockholders
shall be held at such place, within or without the State of
Louisiana, as shall be stated in the notice of the meeting or
in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Each meeting of the
stockholders, commencing with the year 1972, 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. At
each such meeting, the stockholders shall elect by a
plurality vote by ballot a Board of Directors, and transact
such other business as may come before the meeting. Written
notice of each annual meeting of stockholders, stating the
time and place thereof, shall be given to each stockholder
entitled to vote thereat at least ten (10) and not more than
sixty (60) days before the date fixed for such meeting.

Section 3. Special Meetings. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise
prescribed by law, may be called by the Board of Directors or
by the Chairman of the Board, the Vice Chairman of the Board,
the President or any Vice President of the Corporation. A
special meeting of the stockholders shall be called by the
Chairman of the Board or the Vice Chairman of the Board or
the President or any Vice President or the Secretary at the
request in writing of a majority of the Board of Directors or
at the request in writing of stockholders owning one-fifth in
amount of the entire stock of the Corporation issued,
outstanding and entitled to vote. Such special meeting shall
be held at the registered office of the Corporation not less
than fifteen (15) nor more than sixty (60) days after the
receipt of such request. Such request shall state the purpose
or purposes of the proposed meeting. Written notice of any
special meeting of stockholders, stating the time, place and
purpose thereof, shall be given to each stockholder entitled
to vote thereat, at least five (5) and not more than sixty
(60) days before the date fixed for such meeting.

Section 4. Quorum. The holders of a majority of the
stock of the Corporation issued, outstanding and entitled to
vote, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for
the transaction of business except as otherwise provided by
law. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or
represented by proxy, 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 original meeting. When a quorum
is present at any meeting, the vote of the holders of a
majority of the stock having voting power present in person
or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which by
express provision of any applicable statute, a different vote
is required, in which case such express provision shall
govern and control the decision of such question.

Section 5. Voting. Each stockholder of record shall at
every meeting of the stockholders be entitled to one vote in
person or by proxy duly authorized in writing, signed by the
stockholder and filed with the Secretary at or before the
meeting, for each share of the stock of the Corporation
having voting power held by such stockholder. The validity of
every unrevoked proxy shall cease eleven (11) months after
the date of its execution, unless some other definite period
of validity shall be expressly provided therein; but in no
case shall an outstanding proxy be valid for longer than
three (3) years. Whenever the vote of stockholders at a
meeting thereof is required or permitted to be taken in
connection with any corporate represented by proxy, shall
constitute a quorum at all meetings of the stockholders for
the transaction of business except as otherwise provided by
law. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or
represented by proxy, 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 original meeting. When a quorum
is present at any meeting, the vote of the holders of a
majority of the stock having voting power present in person
or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which by
express provision of any applicable statute, a different vote
is required, in which case such express provision shall
govern and control the decision of such question.

Section 7. List of Stockholders. At any meeting of the
stockholders, a list of stockholders entitled to vote,
arranged alphabetically and certified by the Secretary or by
the agent of the Corporation having charge of transfers of
shares, showing the number of shares held by each stockholder
on the record date for the meeting shall be produced on the
request of any stockholder.

ARTICLE III

DIRECTORS

Section 1. General Powers. All the property and business
of the Corporation shall be managed by its Board of
Directors, which may exercise all powers of the Corporation
and do all such lawful acts and things as are not by law
directed or required to be exercised or done by the
stockholders.

Section 2. Number of Directors. The number of directors
which shall constitute the whole Board of Directors shall be
not more than ten (10) nor less than four (4), 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. The initial Board of Directors of the
Corporation shall consist of six (6) members. The directors
(other than the initial directors named in the initial report
of the Corporation) shall be elected at each annual meeting
of the stockholders, except as provided in Section 3 of this
Article III, and each director elected shall hold office for
one year and until his successor is elected and qualified,
unless sooner displaced. Directors need not be stockholders.
The number of directors may at any time be increased to any
number greater than ten (10) or decreased to less than four
(4), by amendment of the By-Laws of the Corporation;
provided, that no such decrease shall have the effect of
shortening the term of any incumbent director.

Section 4. Resignation. Any director may resign at any
time by giving written notice to the Board of Directors, the
Chairman of the Board, the Vice Chairman of the Board, the
President or any other officer of the Corporation. Such
resignation shall take effect at the time specified therein,
and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

Section 5. Meetings. The Board of Directors of the
Corporation may hold any of its meetings at any place either
within or without the State of Louisiana. Members of the
Board of Directors may participate at Board Meetings either
by attending in person or by means of conference telephone or
similar communications equipment, provided that all persons
participating in the meeting can hear and communicate with
each other. Participation by means of conference telephone or
similar communications equipment shall constitute presence at
such meetings, except where a person participates in a
meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is
not lawfully called or convened. The first meeting of each
newly elected Board of Directors shall be held immediately
following the annual meeting of the stockholders, or at such
other time and place as shall be fixed by the vote of the
stockholders at said annual meeting, and no notice of such
meeting shall be necessary to the newly elected directors in
order legally to constitute the meeting, provided a quorum
shall be 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 of the directors.

Section 6. Notice of Meetings. Regular meetings of the
Board of Directors may be held without notice at such times
and at such places as shall from time to time be determined
by the Board of Directors. Special meetings of the Board of
Directors may be called by the Chairman of the Board or the
Vice Chairman of the Board or the President or by any Vice
President or by any two directors of the Corporation, on one
(1) day's notice to each director, either personally or by
mail or by telegram. Special meetings shall be called by the
Chairman of the Board or the Vice Chairman of the Board or
the President or any Vice President or the Secretary in like
manner and on like notice on the request of any two
directors. Directors present at a meeting shall be deemed to
have received, or to have waived, due notice thereof.

Section 7. Quorum. At all meetings of the Board of
Directors one-third of the total number of directors then in
office, but in no event less than three (3), shall constitute
a quorum for the transaction of business, and the act of a
majority of the directors present at any meeting at which
there is a quorum present shall be the act of the Board of
Directors, except as may be otherwise specifically provided
by law or by these By-Laws. If a quorum shall not be present
at any meeting of the Board of Directors, the director or
directors present thereat may adjourn the meeting from time
to time without notice other than announcement at the
meeting, until a quorum shall be present.

Section 8. Proxy. Any director absent from a meeting of
the Board of Directors or any committee thereof may be
represented by any other director or any stockholder, who may
cast the vote of the absent director according to the written
instructions, general or specific, of the absent director.

Section 9. Action by Consent. Any action required or
permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a
meeting, if a written consent thereto is signed by all
members of the Board of Directors or of such committee as the
case may be, and such written consent is filed with the
minutes of proceedings of the Board of Directors or such
committee, as the case may be.

Section 10. Removal. Subject to the terms of any
outstanding employment agreement in writing and authorized by
the Board of Directors, any director may be removed from his
directorship, whether cause shall be assigned for such
removal or not, and such vacancy filled, at any duly convened
and constituted meeting of stockholders by the vote of a
majority of the shares represented at such meeting in person
or by proxy which are entitled to vote for the election of
directors.

Section 11. Chairman of the Board. The Board of
Directors shall designate one of its members as Chairman of
the Board. The position of Chairman of the Board is not an
officer position; therefore, the Chairman of the Board need
not be an officer of the Corporation.

ARTICLE IV

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
three or more than five members, to serve during the pleasure
of the Board of Directors, to consist of the Chairman of the
Board, the Vice Chairman of the Board, the President and such
additional directors as the Board of Directors may from time
to time designate. The chief executive officer of the
Corporation shall be Chairman of the Executive Committee.

ARTICLE V

OFFICERS

Section 1. The Board of Directors shall elect
individuals to occupy at least three executive offices:
President, Secretary and Treasurer. In its discretion, the
Board of Directors may elect individuals to occupy other
executive offices, including Chief Executive Officer, Vice
Chairman, Chief Operating Officer, Vice President and such
other executive offices as the Board shall designate.
Officers shall be elected annually and shall hold office
until their respective successors shall have been duly
elected and qualified, or until such officer shall have died
or resigned or shall have been removed by majority vote of
the whole Board. To the extent permitted by the laws of the
State of Louisiana, individuals may occupy more than one
office.

ARTICLE VI

CAPITAL STOCK

Section 1. Stock Certificates. Every stockholder shall
be entitled to have a certificate certifying the number of
shares of stock owned by him in the Corporation. Certificates
of stock shall be signed by the President or a Vice President
and the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary, and sealed with the seal of the
Corporation. Such seal may be facsimile, engraved or printed.
Where such certificate is signed by a transfer agent or by a
registrar, other than the Corporation itself or an employee
of the Corporation, the signature of any such President, Vice
President, Treasurer, Secretary, Assistant Treasurer or
Assistant Secretary may be facsimile. 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
the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have
been delivered by the Corporation, such certificate or
certificates may nevertheless be adopted by the 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 the
Corporation.

Section 2. Transfer of Shares. The shares of stock of
the Corporation shall be transferred on the books of the
Corporation by the holder thereof in person or by his
attorney lawfully constituted, upon surrender for
cancellation of certificates for the same number of shares,
with an assignment and power of transfer endorsed thereon or
attached thereto, duly executed, with such proof or guaranty
of the authenticity of the signature as the Corporation or
its agents may reasonably require. The Board of Directors
may appoint one or more transfer agents and registrars of the
stock of the Corporation. 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 law.

When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require
the owner of such lost or destroyed certificate or
certificates, or his legal representative, to give the
Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost or
destroyed.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the stock of the
Corporation, subject to the provisions of the applicable
statutes, may be declared by the Board of Directors at any
meeting thereof.

Section 2. Execution of Instruments. Deeds, bonds,
mortgages and contracts of the Corporation shall be executed
on behalf of the Corporation by the Chairman of the Board,
the Vice Chairman of the Board, the President, any Vice
President, or any one of such other 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 3. Voting Stock of Other Corporations. The
Chairman of the Board, the Vice 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 4. Deposit of Funds. 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 5. Seal. The corporate seal of the Corporation
shall be in such form as the Board of Directors may
prescribe.

Section 6. Books. The books, accounts and records of the
Corporation, except as may be otherwise required by the laws
of the State of Louisiana, may be kept outside of the State
of Louisiana, at such place or places as the Board of
Directors may from time to time appoint.

Section 7. Notices. 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 telegram,
or cable, and any such notice shall be deemed to be given
when delivered to an office of the transmitting company with
all charges prepaid.

Section 8. Waiver of Notice. Whenever any notice is
required to be given under the provisions of applicable
statutes or of the Certificate of Incorporation or of 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 deemed equivalent thereto.

Section 9. Record Dates. For the purpose of determining
stockholders entitled to notice of and to vote at a meeting,
or to receive a dividend, or to receive or exercise
subscription or other rights, or to participate in a
reclassification of stock, or in order to make a
determination of stockholders for any other proper purpose,
the Board of Directors may fix in advance a record date for
determination of stockholders for such purpose, such date to
be not more than sixty (60) days and, if fixed for the
purpose of determining stockholders entitled to notice of and
to vote at a meeting, not less than ten (10) days prior to
the date on which action requiring the determination of
stockholders is to be taken. Except as the Board of Directors
may provide otherwise, if no record date is fixed for the
purpose of determining stockholders (i) entitled to notice of
and to vote at a meeting, the close of business on the day
before the notice of the meeting is mailed, or if notice is
waived, the close of business on the day before the meeting
shall be the record date for such purpose, or (ii) for any
other purpose, the close of business on the day on which the
Board of Directors adopts the resolution relating thereto
shall be the record date for such purpose. A determination of
stockholders entitled to notice of and to vote at a meeting
shall apply to any adjournment thereof unless otherwise
provided by the Board of Directors.

ARTICLE VIII

IDEMNIFICATION

Section 1. Mandatory Indemnification. 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 (including
any 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
reasonably 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 interest of the
Corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct
was unlawful. In the case of Actions by or in the right of
the Corporation, such indemnity shall be limited to expenses
(including attorneys' fees and amounts paid in settlement not
exceeding the estimated expense of litigating the Action to
conclusion) actually and reasonably incurred in connection
with the defense or settlement of such Action and, in such
case, no indemnification under this Section 1 shall be made
in respect of any claim, issue or matter as to which the
person proposed to be indemnified shall have been adjudged to
be liable for negligence or misconduct in the performance of
his duty to the Corporation unless and only to the extent
that the court shall determine upon application that, despite
the adjudication of liability but in view of all
circumstances of the case, he is fairly and reasonably
entitled to indemnity for such expenses which the court shall
deem proper. 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 interests of the Corporation, and, with respect
to any criminal Action had reasonable cause to believe that
his conduct was unlawful.

Section 2. Mandatory Indemnification - Successful Party.
To the extent that a director, officer, employee or agent of
the Corporation, or any person who 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, has been successful on the merits
or otherwise in the defense of any such Action, 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.

Section 3. Permissive Indemnification. Notwithstanding
any limitations of the indemnification provided by Section 1,
the Corporation may 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 4 below, that such person is fairly and
reasonably entitled to such indemnification.

Section 4. Procedure. Any indemnification under Sections
l or 3 (unless ordered by a court) shall be made by the
Corporation only as authorized by the Board of Directors
(which may so act whether or not there is a sufficient number
of disinterested directors to constitute a quorum) in the
specific case upon 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 Section 1 or is entitled to
indemnification under Section 3. Such determination, in the
case of indemnification made pursuant to Section l, shall be
made (1) by the Board of Directors by a majority vote of a
quorum, as defined in the Articles of Incorporation or the
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 (2) if such a quorum is not
obtainable or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel (who may
be, but need not be, outside counsel to the Corporation) in a
written opinion, or (3) by the shareholders. Such
determination, in the case of indemnification made pursuant
to Section 3, shall be made by the Board of Directors by a
majority vote of a quorum, as defined in the Articles of
Incorporation or the 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 by the
shareholders.

Section 5. Advance Payments. Expenses (including
attorneys' fees) incurred or reasonably expected to be
incurred by a director, officer or employee in defending
against any claim asserted or threatened against him in such
capacity or arising out of his status as such shall be paid
by the Corporation in advance of the final determination
thereof if authorized by the Board of Directors (which may so
act whether or not there is a sufficient number of
disinterested directors to constitute a quorum) 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 in this Article.

Section 6. Provisions Not Exclusive. The indemnification
provided by this Article shall not be deemed exclusive of any
other rights to which any person seeking indemnification may
be entitled under any law, by-law, agreement, vote of
shareholders or disinterested directors or otherwise, 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 7. Miscellaneous. For purposes of this Article,
and without any limitation whatsoever upon the generality
thereof: the term "fines" as used herein shall be deemed to
include (i) penalties imposed by the Nuclear Regulatory
Commission (the "NRC") pursuant to Section 206 of the Energy
Reorganization Act of 1974 and Part 21 of NRC regulations
thereunder, as they may be amended from time to time, and any
other penalties, whether similar or dissimilar, imposed by
the NRC, and (ii) excise taxes assessed with respect to an
employee benefit plan pursuant to the Employee Retirement
Income Security Act of 1974, as it may be amended from time
to time, ("ERISA"); for purposes of determining the
entitlement of a director, officer or employee of the Corpora
tion to indemnification under this Article, the term "other
enterprise" shall be deemed to include an employee benefit
plan governed by ERISA, the Corporation shall be deemed to
have requested such person to serve as an employee of such a
plan where such person is a trustee of the plan or where the
performance by such person of his duties to the Corporation
also imposes duties on, or otherwise involves services by,
such person to such plan or its participants or
beneficiaries, and action taken or permitted by such person
in the performance of his duties with respect to such
employee benefit plan for a purpose reasonably believed by
him to be in the interest of the participants and
beneficiaries of the plan shall be deemed to meet the
standard of conduct required for indemnification hereunder;
and any act, omission, step or conduct taken or had in good
faith which is required, authorized or approved by any order
or orders issued pursuant to the Public Utility Holding
Company Act of 1935 or any other federal statute or any state
statute or municipal ordinance shall be deemed to meet the
standard of conduct required for indemnification hereunder.

ARTICLE IX

AMENDMENTS

Exhibit B-10(b)

ENTERGY OPERATIONS, INC.
BYLAWS
EFFECTIVE JULY 6, 1998

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 may also have offices at such other

places, both within and without the State of Delaware, as may

from time to time 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 of the State of Delaware and at such place

or places as may from time to time be designated by the Board

of Directors.

ARTICLE III

Stockholders

Section 1. Meetings. Meetings of the stockholders of

the Corporation shall be held as follows:

(1) The annual meeting of the stockholders of the

Corporation for the election of Directors and the transaction

of such other business as may properly come before said

meeting 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.

Written notice of the 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.

(2) 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

other purposes whenever called by resolution of the Board of

Directors, the Chairman of the Board, or by the President, or

by 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, 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.

(3) At any meeting of the stockholders of the

Corporation, except as otherwise expressly provided by the

laws of the State of Delaware, the Certificate of

Incorporation or these Bylaws 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 2. 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 shall also 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 3. Organization. The Chairman of the Board,

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. Notice. Notice of any meeting of the Board

of Directors requiring notice shall be given to each Director

by mailing the same at least forty-eight (48) hours, or by

telegraphing or telecopying the same 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 2. Quorum. At all meetings of the Board of

Directors, the presence of a majority of the Directors

constituting the Board shall constitute a quorum for the

transaction of business. If a quorum shall not be present at

any meeting of the Board of Directors, the Directors present

thereat 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 Bylaws, 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 3. Consent. Unless otherwise restricted by the

Certificate of Incorporation or these Bylaws, any action

required or permitted to be taken at any meeting of the Board

of Directors or any Committee thereof may be taken without a

meeting, if all members of the Board or a Committee, as the

case may be, consent thereto in writing, and the writing or

writings are filed with the minutes of proceedings of the

Board.

Section 4. Telephonic Meetings. Unless otherwise

restricted by the Certificate of Incorporation or these

Bylaws, members of the Board of Directors or any Committee

thereof may participate in a meeting of the Board or a

Committee, as the case may be, 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 4 of Article IV shall constitute presence in person

at such meeting.

Section 5. Committees. The Board of Directors may, by

resolution passed by a majority of the whole Board, designate

one or more committees, each committee to consist of one or

more of the Directors of the Corporation. The Board may

designate one or more Directors as alternate members of any

committee, who may replace any absent or disqualified member

at any meeting of the committee. In the absence or

disqualification of a member of the 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. Any such committee, to the extent

provided in the resolution of the Board of Directors, shall

have and may exercise all the powers and authority of the

Board of Directors in the management 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;

but no such committee shall have power or authority in

reference to amending the Certificate of Incorporation,

adopting an agreement of merger or consolidation,

recommending to the stockholders the sale, lease or exchange

of all or substantially all of the Corporation's property and

assets, recommending to the stockholders a dissolution of the

Corporation or a revocation of dissolution, or amending these

Bylaws.

Unless the Board of Directors otherwise provides, each

committee designated by the Board may make, alter and repeal

rules for the conduct of its business. In the absence of such

rules each committee shall conduct its business in the same

manner as the Board of Directors conducts its business

pursuant to the Certificate of Incorporation and these

Bylaws.

Section 6. 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.

Section 7. Chairman of the Board. The Board of

Directors shall designate one of its members as Chairman of

the Board. The position of Chairman of the Board is not an

officer position; therefore, the Chairman of the Board need

not be an officer of the Corporation.

ARTICLE V.

Officers

Section 1. The Board of Directors shall elect

individuals to occupy at least three executive offices:

President, Secretary and Treasurer. In its discretion, the

Board of Directors may elect individuals to occupy other

executive offices, including Chief Executive Officer, Vice

Chairman, Chief Operating Officer, Vice President and such

other executive offices as the Board shall designate.

Officers shall be elected annually and shall hold office

until their respective successors shall have been duly

elected and qualified, or until such officer shall have died

or resigned or shall have been removed by majority vote of

the whole Board. To the extent permitted by the laws of the

State of Arkansas, individuals may occupy more than one

office.

Section 2. President. The President shall perform

duties incident to the office of a president of a corporation

and such other duties as from time to time may be assigned to

him by the Board of Directors, by the Executive Committee or,

if the Board has elected a Chief Executive Officer and if the

Chief Executive Officer is not the President, by the Chief

Executive Officer.

Section 3. Vice Presidents. Each Vice President shall

have such powers and shall perform such duties as from time

to time may be conferred upon or assigned to him by the Board

of Directors or the Executive Committee, or as may be

delegated to him by the President or the Chief Executive

Officer.

Section 4. 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 law and these bylaws; shall be custodian of the

records and of the corporate seal of the Corporation; shall

see that the corporate seal is affixed to all documents the

execution of which under the seal is duly authorized, and

when the seal is so affixed he may attest the same; may sign,

with the Chairman of the Board, a Vice Chairman, 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 to the

Secretary by the Chief Executive Officer, the Chairman of the

Board, a Vice Chairman, the President, the Board of Directors

or the Executive Committee.

The Secretary shall also keep, or cause to be kept, a

stock book, containing the name, alphabetically arranged, of

all persons who are stockholders of the Corporation, showing

their places of residence, the number of shares held by them

respectively, and the time when they respectively became the

owners thereof.

Section 5. 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. The Treasurer may endorse for

collection on behalf of the Corporation, checks, notes and

other obligations; may sign receipts and vouchers for

payments made to the Corporation singly or jointly with

another person as the Board of Directors may authorize; may

sign checks of the Corporation and pay out and dispose of the

proceeds under the direction of the Board; shall render or

cause to be rendered to the Chairman of the Board, the

President and the Board of Directors, whenever requested, an

account of the financial condition of the Corporation; may

sign, with the Chairman of the Board, a Vice Chairman, 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 to him

by the Chairman of the Board, a Vice Chairman, the President,

the Board of Directors or the Executive Committee.

Section 6. Subordinate Officers. The Board of Directors

may appoint such assistant secretaries, assistant treasurers

and other officers as it may deem desirable. Each such

officer shall hold office for such period, have such

authority and perform such duties as the Board of Directors

may prescribe. The Board of Directors may, from time to time,

authorize any officer to appoint and remove such officers and

to prescribe the powers and duties thereof.

Section 7. Vacancies; Absences. Any vacancy in any of

the above offices may be filled for the unexpired portion of

the term by the Board of Directors at any regular or special

meeting. Except when the law requires the act of a

particular officer, the Board of Directors or the Executive

Committee, whenever necessary, may, in the absence of any

officer, designate any other officer or properly qualified

employee, to perform the duties of the one absent for the

time being, and such designated officer or employee shall

have, when so acting, all the powers herein given to such

absent officer.

Section 8. Resignations. Any officer may resign at any

time by giving written notice of such resignation to the

Board of Directors, the Chairman of the Board, a Vice

Chairman, the President or the Secretary. Unless otherwise

specified therein, such resignation shall take effect upon

written receipt thereof by the Board of Directors or by such

officer.

ARTICLE VI

Contracts, Checks and Notes

Section 1. Execution of Checks, Notes, etc. All checks

and drafts on the Corporation's bank accounts and all bills

of exchange, promissory notes, acceptances, obligations and

other instruments for the payment of money, may be signed by

the President or by such other officer or officers, person or

persons, as shall be authorized from time to time by the

President or the Board of Directors or an Executive

Committee.

Section 2. Execution of Contracts, Assignments, etc.

All contracts, agreements, endorsements, assignments,

transfers, stock powers and other instruments may be signed

in the name of and on behalf of the Corporation by the

President or by such other officer or officers, person or

persons, as shall be authorized from time to time by the

President or the Board of Directors or the Executive

Committee.

ARTICLE VII

Waiver of Notice

Whenever any notice is required to be given by statute

or under the provisions of the Certificate of Incorporation

or these Bylaws, 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.

ARTICLE VIII

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."

ARTICLE IX

Fiscal Year

The fiscal year of the Corporation shall be the calendar

year.

ARTICLE X

Indemnification of Officers, Directors,
Employees and Agents; Advancement of Expenses;
Insurance and Other Funding Arrangements

Section l. Mandatory Indemnification for Directors and

Officers - Third Party Actions. The Corporation shall

indemnify any Director or officer of the Corporation who was

or is a party or is threatened to be made a party to any

threatened, pending or completed action, suit or proceeding,

whether civil, criminal, administrative or investigative

(other than an action by or in the right of the Corporation)

by reason of the fact that he is or was a Director, 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 expenses

(including attorneys' fees), judgments, fines and amounts

paid in settlement actually and reasonably incurred by him in

connection with such action, suit or proceeding if he acted

in good faith and in a manner he reasonably believed to be in

or not opposed to the best interests of the Corporation, and,

with respect to any criminal action or proceeding, had no

reasonable cause to believe his conduct was unlawful. The

termination of any action, suit or proceeding by judgment,

order, settlement, conviction, or upon a plea of nolo

contendere or its equivalent, shall not, of itself, create a

presumption that the person did not act in good faith and in

a manner which he reasonably believed to be in or not opposed

to the best interest of the Corporation, and, with respect to

any criminal action or proceeding, had no reasonable cause to

believe that his conduct was lawful. The right to

indemnification under this Section 1 of Article X shall be a

contract right that may be enforced in any lawful manner by a

Director or officer of the Corporation.

Section 2. Mandatory Indemnification for Directors and

Officers - Derivative Actions. The Corporation shall

indemnify any Director or officer of the Corporation who was

or is a party or is threatened to be made a party to any

threatened, pending or completed action or suit by or in the

right of the Corporation to procure a judgment in its favor

by reason of the fact that he is or was a director, employee

or agent of the Corporation, or is or was a Director,

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 expenses

(including attorneys' fees) actually and reasonably incurred

by him in connection with the defense or settlement of such

action or suit if he acted in good faith and in a manner he

reasonably believed to be in or not opposed to the best

interests of the Corporation and except that no

indemnification shall be made in respect of any claim, issue

or matter as to which such person shall have been adjudged to

be liable to the Corporation, unless and only to the extent

that the Court of Chancery of the State of Delaware or the

court in which such action or suit was brought, shall

determine upon application that, despite the adjudication of

liability but in view of all the circumstances of the case,

such person is fairly and reasonably entitled to indemnity

for such expenses which the Court of Chancery of the State of

Delaware or such other court shall deem proper. The right to

indemnification under this Section 2 of Article X shall be a

contract right that may be enforced in any lawful manner by a

Director or officer of the Corporation.

Section 3. Mandatory Indemnification for Directors and

Officers - Successful Party. To the extent that a Director

or officer of the Corporation has been successful on the

merits or otherwise in defense of any action, suit or

proceeding referred to in Sections 1 and 2 of this Article X

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 X shall be a contract right that may be enforced

in any lawful manner by a Director or officer of the

Corporation.

Section 4. Indemnification for Employees and Agents.

The Board of Directors may grant to an employee or agent of

the Corporation who is not an officer of the Corporation

rights to indemnification upon such terms and conditions as

the Board of Directors deems appropriate.

Section 5. Procedure. Any indemnification under the

foregoing provisions of this Article X (unless ordered by a

court) shall be made by the Corporation only as authorized in

the specific case upon a determination that indemnification

of the Director, officer, employee or agent is proper in the

circumstances because he has met the applicable standard of

conduct as set forth in, or established pursuant to, Sections

1, 2 and 4 of this Article X. Such determination shall be

made (i) by the Board of Directors by a majority vote of a

quorum consisting of Directors who were not parties to such

action or proceeding, 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 incurred by an

officer or Director in defending a civil or criminal action,

suit or proceeding shall be paid by the Corporation in

advance of the final disposition of such action, suit or

proceeding upon receipt of an undertaking by or on behalf of

such Director or officer to repay such amount if it shall

ultimately be determined that he is not entitled to be

indemnified by the Corporation as authorized in this Article

X. The right of Directors and officers to advancement of

expenses under this Section 6 of Article X 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 so 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, the other subsections of this Article X

shall not be deemed exclusive of any other rights to which

those seeking indemnification or advancement of expenses may

be entitled under any 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.

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 X.

Section 9. Other Arrangements. The Corporation may

also obtain a letter of credit, act as self-insurer, create a

reserve, trust, escrow, cash collateral or other fund or

account, enter into indemnification agreements, pledge or

grant a security interest in any assets or properties of the

Corporation, or use any other mechanism or arrangement

whatsoever in such amounts, at such costs, and upon such

other terms and conditions as the Board of Directors shall

deem appropriate for the protection of any or all such

persons.

Section 10. Separability. If this Article X or any

portion hereof shall be invalidated on any grounds by any

court of competent jurisdiction, then the Corporation shall

nevertheless indemnify each director and officer, and each

employee or agent of the Corporation 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 X 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 X, 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 X with respect

to the resulting or surviving corporation as he would if he

had served the resulting or surviving corporation in the same

capacity.

(h) For purposes of this Article X, 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 service 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 and in a

manner he reasonably believed to be in the interest of the

participants and beneficiaries of an employee benefit plan

shall be deemed to have acted in a manner "not opposed to the

best interest of the Corporation" as referred to in this

Article X.

provided by, or granted pursuant to, this Article X shall,

unless otherwise provided when authorized or ratified,

continue as to a person who has ceased to be a Director,

officer, employee or agent and shall inure to the benefit of

the heirs, executors and administrators of such a person.

(d) The indemnification rights granted by this Article

X, without any limitation whatsoever upon the generality

thereof, shall be deemed to include indemnification rights

with respect to penalties and fines imposed by the Nuclear

Regulatory Commission (the "NRC") pursuant to Section 206 of

the Energy Reorganization Act of 1974 and Part 21 of the NRC

Regulations thereunder, as they may be amended from time to

time, and any other penalties and fines, whether similar or

dissimilar, imposed by the NRC.

ARTICLE XI

Amendments

Subject to the provisions of the Certificate of

Incorporation, these Bylaws may be altered, amended or

repealed or new Bylaws may be adopted by the shareholders or

by the Board of Directors, at any regular meeting of the

stockholders or of the Board of Directors or at any special

meeting of the stockholders or of the Board of Directors if

notice of such alteration, amendment or repeal of the Bylaws

or of adoption of new Bylaws be contained in the notice of

such special meeting.

Exhibit B-14(b)

BYLAWS
OF
VARIBUS CORPORATION
AS OF AUGUST 10, 1998

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 Board of Directors shall elect individuals to
occupy at least three executive offices: President,
Secretary and Treasurer. In its discretion, the Board of
Directors may elect individuals to occupy other executive
offices, including Chief Executive Officer, Vice Chairman,
Chief Operating Officer, Vice President and such other
executive offices as the Board shall designate. Officers
shall be elected annually and shall hold office until their
respective successors shall have been duly elected and
qualified, or until such officer shall have died or resigned
or shall have been removed by majority vote of the whole
Board. To the extent permitted by the laws of the State of
Texas, individuals may occupy more than one office.

ARTICLE XVI

Subordinate Officers

The Board of Directors may appoint such assistant
secretaries, assistant treasurers and other officers as it
may deem desirable. Each such officer shall hold office for
such period, have such authority and perform such duties as
the Board of Directors may prescribe. The Board of Directors
may, from time to time, authorize any officer to appoint and
remove such officers and to prescribe the powers and duties
thereof.

ARTICLE XVII

Chairman of the Board

The Board of Directors shall designate one of its
members as Chairman of the Board. The position of Chairman
of the Board is not an officer position; therefore the
Chairman of the Board need not be an officer of the Company.

ARTICLE XVIII

President

The President shall perform duties incident to the
office of a president of a corporation and such other duties
as from time to time may be assigned to him by the Board of
Directors, by the Executive Committee or, if the Board has
elected a Chief Executive Officer and if the Chief Executive
Officer is not the President, by the Chief Executive
Officer.

ARTICLE XIX

Vice President

Each Vice President shall have such powers and shall
perform such duties as from time to time may be conferred
upon or assigned to him by the Board of Directors or the
Executive Committee, or as may be delegated to him by the
President or the Chief Executive Officer.

ARTICLE XX

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 law and
these bylaws; shall be custodian of the records and of the
corporate seal of the Corporation; shall see that the
corporate seal is affixed to all documents the execution of
which under the seal is duly authorized, and when the seal
is so affixed he may attest the same; may sign, with the
Chairman of the Board, a Vice Chairman, 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 to the Secretary
by the Chief Executive Officer, the Chairman of the Board, a
Vice Chairman, the President, the Board of Directors or the
Executive Committee. The Secretary shall also keep, or
cause to be kept, a stock book, containing the name,
alphabetically arranged, of all persons who are stockholders
of the Corporation, showing their places of residence, the
number of shares held by them respectively, and the time
when they respectively became the owners thereof.

ARTICLE XXI

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. The Treasurer may endorse for collection on
behalf of the Corporation, checks, notes and other
obligations; may sign receipts and vouchers for payments
made to the Corporation singly or jointly with another
person as the Board of Directors may authorize; may sign
checks of the Corporation and pay out and dispose of the
proceeds under the direction of the Board; shall render or
cause to be rendered to the Chairman of the Board, the
President and the Board of Directors, whenever requested, an
account of the financial condition of the Corporation; may
sign, with the Chairman of the Board, a Vice Chairman, 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 to
him by the Chairman of the Board, a Vice Chairman, the
President, the Board of Directors or the Executive
Committee.

ARTICLE XXII

Resignations

Any officer may resign at any time by giving written
notice of such resignation to the Board of Directors, a
Chairman of the Board, the Vice Chairman, the President or
the Secretary. Unless otherwise specified therein, such
resignation shall take effect upon written receipt thereof
by the Board of Directors or by such officer.

ARTICLE XXIII

Vacancies, Absences

Any vacancy in any of the above offices may be filled
for the unexpired portion of the term by the Board of
Directors at any regular or special meeting. Except when
the law requires the act of a particular officer, the Board
of Directors or the Executive Committee, whenever necessary,
may, in the absence of any officer, designate any other
officer or properly qualified employee, to perform the
duties of the one absent for the time being, and such
designated officer or employee shall have, when so acting,
all the powers herein given to such absent officer.

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)

BYLAWS
OF
PRUDENTIAL OIL & GAS, INC.
AS OF AUGUST 10, 1998

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

ARTICLE XVI

Subordinate Officers

ARTICLE XVII

Chairman of the Board

ARTICLE XVIII

President

ARTICLE XIX

Vice President

ARTICLE XX

Secretary

ARTICLE XXI

Treasurer

ARTICLE XXII

Resignations

ARTICLE XXIII

Vacancies, Absences

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)

BYLAWS
OF
GSG&T, INC.
AS OF AUGUST 10, 1998

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.

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.

Subordinate Officers.

ARTICLE XVII.

Chairman of the Board.

ARTICLE XVIII.

President.

ARTICLE XIX.

Vice President.

ARTICLE XX.

Secretary.

ARTICLE XXI.

Treasurer.

ARTICLE XXII.

Resignations.

ARTICLE XXIII.

Vacancies, Absences.

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)

BYLAWS
OF
SOUTHERN GULF RAILWAY COMPANY
AS OF AUGUST 10, 1998

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

ARTICLE XVIII

Subordinate Officers

ARTICLE XIX

Chairman of the Board

ARTICLE XX

President

ARTICLE XXI

Vice President

ARTICLE XXII

Secretary

ARTICLE XXIII

Treasurer

ARTICLE XXIV

Resignations

ARTICLE XXV

Vacancies, Absences

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-24(a)

CERTIFICATE OF INCORPORATION
OF
ENTERGY HOLDINGS, INC.

FIRST: The name of the Corporation is Entergy
Holdings, Inc. (hereinafter the "Corporation").

SECOND: The address of the registered office of the
Corporation in the State of Delaware is 1209 Orange Street,
in the City of Wilmington, County of New Castle. The name
of its registered agent at that address is The Corporation
Trust Company.

THIRD: The purpose of the Corporation is to engage in
any lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of
Delaware as set forth in Title 8 of the Delaware Code.

FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 3,000 shares of
capital stock having $.01 par value per share and of one
class; such class is hereby designated as common stock.

FIFTH: The business and affairs of the Corporation
shall be managed by or under the direction of the Board of
Directors, which shall consist of not less than one (1) nor
more than fifteen (15) directors, the exact number of
directors to be determined from time to time by resolution
adopted by affirmative vote of a majority of the entire
Board of Directors. A director shall hold office until the
next succeeding annual meeting of stockholders and until his
successor shall be elected, subject, however, to prior
death, resignation, retirement or removal from office.
Vacancies occurring in the Board of Directors and newly
created directorships resulting from an increase in the
authorized number of directors may be filled by a majority
of the directors then in office, even if less than a quorum,
or by a sole remaining director. Any director elected to
fill a vacancy shall serve until the next succeeding annual
meeting of stockholders and until his or her successor shall
be elected and qualified.

SIXTH: In furtherance and not in limitation of the
powers conferred by statute, the Board of Directors is
expressly authorized to make, adopt, alter, amend, change or
repeal the Bylaws of the Corporation. In addition to the
powers and authority hereinbefore or by statute expressly
conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as
may be exercised or done by the Corporation, subject,
nevertheless, to the provisions of the statutes of Delaware,
this Certificate of Incorporation, and any Bylaws adopted by
the stockholders; provided, however, that no Bylaws
hereafter adopted by the stockholders or otherwise shall
invalidate any prior act of the directors which would have
been valid if such Bylaws had not been adopted.

SEVENTH: Notwithstanding any other provision of this
Certificate of Incorporation or the Bylaws of the
Corporation to the contrary, no action required to be taken
or which may be taken at any annual or special meeting of
stockholders of the Corporation may be taken by written
consent without such a meeting except any action taken upon
the signing of a consent in writing by the holders of not
less than the greater of (a) a majority of the outstanding
stock of the Corporation entitled to vote thereon and (b)
that number of shares of stock of the Corporation that would
be required to take such action at a special or annual
meeting of stockholders where holders of all outstanding
stock of the Corporation were present, setting forth the
action to be taken. Special meetings of stockholders of the
Corporation may be called only by the Board of Directors,
the Chairman of the Board, the person, if any, designated by
the Board of Directors as the Chief Executive Officer of the
Corporation, a majority of the members of the entire
Executive Committee of the Board of Directors, if there
shall be one, or by the holders of not less than a majority
of the outstanding stock of the Corporation entitled to vote
at the special meeting.

EIGHTH: A. To the fullest extent authorized or
permitted by the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended, a
director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director.

Any repeal or modification of this Section A of Article
EIGHTH shall not have any effect on the liability or alleged
liability of any director of this Corporation for any act or
omission of such director occurring prior to such repeal or
modification, or otherwise adversely affect any right or
protection of a director of the Corporation existing at the
time of such repeal or modification.

B. The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by
the General Corporation Law of the State of Delaware, as the
same exists or may hereafter be amended, and such right to
indemnification shall continue as to a person who has ceased
to be a director or officer of the Corporation and shall
inure to the benefit of his or her heirs, executors and
administrators: provided, however, that, except for
proceedings to enforce rights to indemnification, the
Corporation shall not be obligated to indemnify any director
or officer (or his or her heirs, executors or
administrators) in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or
part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in
this Section B of Article EIGHTH shall include the right to
be paid by the Corporation the expenses incurred in
defending or otherwise participating in any proceeding in
advance of its final disposition.

The Corporation may, to the extent authorized from time
to time by the Board of Directors, provide rights to
indemnification and to the advancement of expenses to
employees and agents of the Corporation who are not
directors or officers similar to those conferred in this
Section B of Article EIGHTH to directors and officers of the
Corporation.

The rights to indemnification and to the advancement of
expenses conferred in this Section B of Article EIGHTH shall
not be exclusive or any other right which any person may
have or hereafter acquire under this Certificate of
Incorporation, the Bylaws, any statute, agreement, vote of
stockholders or disinterested directors, or otherwise.

Any repeal or modification of this Section B of Article
EIGHTH by the stockholders of the Corporation shall not
adversely affect any rights to indemnification and
advancement of expenses of a director or officer of the
Corporation existing pursuant to this Section B of Article
EIGHTH with respect to any acts or omissions occurring prior
to such repeal or modification.

C. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer,
employee or agent of the Corporation or another corporation,
partnership, joint venture, trust, employee benefit plan or
other enterprise against any expense, liability or loss,
whether or not the Corporation would have the power to
indemnify such person against such expense, liability or
loss under the General Corporation Law of the State of
Delaware. The Corporation may also obtain a letter of
credit, act as self-insurer, create a reserve, trust,
escrow, cash collateral or other fund or account, enter
into indemnification agreements, pledge or grant a security
interest in any assets or properties of the Corporation, or
use any other mechanism or arrangement whatsoever in such
amounts, at such costs, and upon such other terms and
conditions as the Board of Directors shall deem appropriate
for the protection of any or all such persons.

NINTH: Each of the directors of the Corporation may
be removed from office at any time, with or without cause,
but a director may be removed without cause only by the
affirmative vote of the holders of not less than two-thirds
of the outstanding stock of the Corporation then entitled to
vote for the election of such director.

TENTH: The name of the Incorporator is Christopher T.
Screen and his mailing address is 639 Loyola Avenue, 26th
Floor, New Orleans, LA 70113.

ELEVENTH : Meetings of stockholders may be held
within or without the State of Delaware, as the Bylaws may
provide. The books of the Corporation may be kept (subject
to any provision contained in the General Corporation Law of
the State of Delaware) outside the State of Delaware at such
place or places as may be designated from time to time by
the Board of Directors or in the Bylaws of the Corporation.

TWELFTH: The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

THE UNDERSIGNED, being the Incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to
the General Corporation Law of the State of Delaware, do
make this Certificate hereby declaring and certifying that
this is my act and deed and the facts herein stated are
true, and accordingly have hereunto set my hand this
28th day of October, 1997

By: /s/ Christopher T. Screen
Christopher T. Screen
Incorporator

Witness:

/s/ Martha Fisher

<PAGE>

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

Entergy Holdings, Inc., a corporation organized and

existing under and by virtue of the General Corporation Law

of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That by written action of the sole Director of
Entergy Holdings, Inc., pursuant to Section 141(f) of the
General Corporation Law of the State of Delaware,
resolutions were duly adopted setting forth an amendment of
the Certificate of Incorporation of said Corporation. The
resolutions setting forth the amendment are as follows:

RESOLVED, that the Certificate of Incorporation of the
Corporation be amended by changing the Article thereof
numbered "FIRST" so that, as amended, said Article
shall be and read as follows:

"FIRST: The name of the Corporation is Entergy
Business Solutions, Inc. (hereinafter `the
Corporation')"; and further

RESOLVED, that any and all additional references to
"Entergy Holdings, Inc." in said Certificate of
Incorporation be changed to "Entergy Business
Solutions, Inc."

SECOND: That said amendment was duly adopted by the sole
stockholder of the Corporation by written consent pursuant
to Section 228 of the General Corporation Law of the State
of Delaware.

THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.

FOURTH: That the capital of the Corporation shall not be
reduced under or by reason of said amendment.

Dated: April 6, 1998

By: /s/ William D. Bandt
William D. Bandt
President

<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

Entergy Business Solutions, Inc., a corporation

organized and existing under and by virtue of the General

Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That by unanimous written action of the Directors
of Entergy Business Solutions, Inc., pursuant to Section
141(f) of the General Corporation Law of the State of
Delaware, resolutions were duly adopted setting forth an
amendment of the Certificate of Incorporation of said
Corporation. The resolutions setting forth the amendment
are as follows:

RESOLVED, that the Certificate of Incorporation of the
Corporation be amended by changing the Article thereof
numbered "FIRST" so that, as amended, said Article
shall be and read as follows:

"FIRST: The name of the Corporation is Entergy
Holdings, Inc. (hereinafter `the Corporation')";
and

FURTHER RESOLVED, that any and all additional
references to "Entergy Business Solutions, Inc." in
said Certificate of Incorporation be changed to
"Entergy Holdings, Inc."

SECOND: That said amendment was duly adopted by the sole
stockholder of the Corporation by written consent pursuant
to Section 228 of the General Corporation Law of the State
of Delaware.

THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.

FOURTH: That the capital of the Corporation shall not be
reduced under or by reason of said amendment.

Dated: January 23, 1999

By: /s/ Gary S. Fuqua
Gary S. Fuqua
President and Chief
Executive Officer

Exhibit B-24(b)

ENTERGY BUSINESS SOLUTIONS, INC.
BYLAWS
AS AMENDED NOVEMBER 30, 1998

ARTICLE I.

OFFICES.

The registered office of the Corporation shall be in the
City of Wilmington, County of New Castle, State of Delaware.
The Corporation also may have offices at such other places,
both within and without the State of Delaware, as from time
to time may be designated by the Board of Directors.

ARTICLE II.

MEETINGS OF STOCKHOLDERS.

SECTION 1. Place of Meetings. All meetings of stockholders,
whether annual or special, shall be held at such places
either within or without the State of Delaware, as shall have
been fixed by the Board of Directors and set forth in the
notice of meeting.

SECTION 2. Annual Meeting. The annual meeting of stockholders
for the election of Directors and the transaction of such
other business as may properly come before the meeting shall
be held on such date and at such time of day as shall have
been fixed by resolution of the Board of Directors. With
respect to any such annual meeting of stockholders, the
Corporation shall solicit proxies, relating to all matters
proposed by the management of the Corporation at the time of
such solicitation, to be submitted for action at said annual
meeting, from the holders of all securities of the
Corporation entitled to vote at such annual meeting.

SECTION 3. Special Meetings. Special meetings of the
stockholders may be held at any time upon the call of a
majority of the entire Board of Directors, the Chairman of
the Board, the person, if any, designated by the Board of
Directors as the Chief Executive Officer, a majority of the
entire Executive Committee of the Board of Directors, if
there should be one, or by the holders of not less than a
majority of the outstanding stock entitled to vote at the
special meeting. The notice of each special meeting shall
state the place, date, hour, and purpose or purposes of the
proposed meeting, and the business transacted at such meeting
shall be confined to such purpose or purposes. Such written
notice shall be given not less than ten nor more than sixty
days before the date of the meeting to each stockholder
entitled to vote at such meeting. In the event that a special
meeting is called by the holders of not less than a majority
of the outstanding stock entitled to vote at the special
meeting in accordance with the provisions of the Certificate
of Incorporation and this Section 3 of Article II, the Board
of Directors shall, within ten days of receipt of such call
(i) fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is
adopted by the Board of Directors, and which record date
shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of
Directors and (ii) set a special meeting date, which meeting
date shall be not less than ten nor more than sixty days
after the record date established pursuant to clause (i).

SECTION 4. Stockholders' Lists. A complete list of the
stockholders entitled to vote at any meeting of stockholders,
arranged in alphabetical order, with the residence of each,
and the number of shares held by each, shall be prepared by
the Secretary and filed in the principal business office of
the Corporation, and shall be open to the examination of any
stockholder, during the usual hours for business at least ten
days before any meeting, at the place where such meeting is
to be held, or at another location within the city where such
meeting is to be held specified in the notice, and shall be
available at the time and place of such meeting and open to
the examination of any stockholder.

SECTION 5. Notice. A written or printed notice, signed by the
Chairman of the Board, a Vice Chairman, the President, a Vice
President, the Secretary or an Assistant Secretary, the
Treasurer or an Assistant Treasurer, of the time, place and
purpose or purposes of every meeting of stockholders shall be
served upon or mailed or caused to be mailed, postage
prepaid, by the Secretary or the officer performing his
duties not less than ten nor more than sixty days before such
meeting to each stockholder of record entitled to vote at
each shareholder's address as it appears upon the stock book
of the Corporation.

SECTION 6. Organization. The chief executive officer or, in
his absence, a person appointed by him or, in default of such
appointment, the officer next in seniority of position, shall
call meetings of the stockholders to order and shall act as
chairman thereof. The Secretary of the Corporation, if
present, shall act as secretary of all meetings of
stockholders, and in his absence, the presiding officer may
appoint a secretary.

ARTICLE III.

DIRECTORS

SECTION 1. General Powers. The property, affairs and business
of the Corporation shall be managed by the Board of
Directors.

SECTION 2. Term of Directors. The term of office of each
Director shall be until the next annual meeting of
stockholders and until his successor is duly elected and
qualified or until the earlier death, resignation or removal
of such Director.

SECTION 3. Resignations. Any Director may resign at any time
by giving notice of such resignation to the Board of
Directors, the Chairman of the Board, a Vice Chairman, the
President, a Vice President, the Secretary or an Assistant
Secretary of the Corporation. Unless otherwise specified
therein, such resignation shall take effect upon receipt
thereof by the Board of Directors or any such officer.

SECTION 4. Meetings Notice. Meetings of the Board of
Directors shall be held at such place, within or without the
State of Delaware, as may from time to time be fixed by
resolution of the Board or by the Chairman of the Board, a
Vice Chairman, the President or a Vice President and as may
be specified in the notice or waiver of notice of any
meeting. Meetings may be held at any time upon the call of
the President of the Corporation, the Secretary of the
Corporation, or any of the Directors by oral, telegraphic or
written notice, duly given, or sent or mailed to each
Director. Regular meetings of the Board may be held without
notice at such time and place as shall from time to time be
determined by resolution of the Board.

SECTION 5. Action by Consent. Unless otherwise restricted by
the Certificate of Incorporation or these bylaws, any action
required or permitted to be taken at any meeting of the Board
of Directors may be taken without a meeting, if all members
of the Board consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the
Board.

SECTION 6. Telephonic Meetings. Unless otherwise restricted
by the Certificate of Incorporation or these bylaws, members
of the Board of Directors may participate in a meeting of the
Board by means of conference telephone or similar
communications equipment by means of which all persons
participating in such meeting can hear each other, and
participation in a meeting pursuant to this Section 6 of
Article III shall constitute presence in person at such
meeting.

SECTION 7. Chairman of the Board. The Board of Directors
shall designate one of its members as Chairman of the Board.
The position of Chairman of the Board is not an officer
position; therefore, the Chairman of the Board need not be an
officer of the Corporation.

ARTICLE IV.

EXECUTIVE COMMITTEE AND OTHER COMMITTEES.

SECTION 1. Executive Committee. The Board of Directors may
appoint an Executive Committee of not less than two or more
than five members, to serve at the pleasure of the Board.

SECTION 2. Procedure. The Executive Committee shall meet at
the call of the Chairman of the Executive Committee or of any
two members. A majority of the members shall be necessary to
constitute a quorum and action shall be taken by a majority
vote of those present.

SECTION 3. Powers and Reports. During the intervals between
the meetings of the Board of Directors, the Executive
Committee shall possess and may exercise all the powers of
the Board in the management and direction of the business and
affairs of the Corporation. The taking of action by the
Executive Committee shall be conclusive evidence that the
Board was not in session when such action was taken. The
Executive Committee shall keep regular minutes of its
proceedings and all action by the Executive Committee shall
be reported to the Board at its meeting next following the
meeting of the Executive Committee and shall be subject to
revision or alteration by the Board; provided, that no rights
of third parties shall be affected by such revision or
alteration.

SECTION 4. Other Committees. From time to time the Board of
Directors, by the affirmative vote of a majority of the whole
Board, may appoint other committees for any purpose or
purposes, and such committees shall have powers as shall be
conferred by the resolution of appointment.

ARTICLE V.

OFFICERS.

SECTION 1. The Board of Directors shall elect individuals to
occupy at least three executive offices: President, Secretary
and Treasurer. In its discretion, the Board of Directors may
elect individuals to occupy other executive offices,
including Chief Executive Officer, Vice Chairman, Chief
Operating Officer, Vice President and such other executive
offices as the Board shall designate. Officers shall be
elected annually and shall hold office until their respective
successors shall have been duly elected and qualified, or
until such officer shall have died or resigned or shall have
been removed by majority vote of the whole Board. To the
extent permitted by the laws of the State of Delaware,
individuals may occupy more than one office.

SECTION 2. President. The President shall perform duties
incident to the office of a president of a corporation and
such other duties as from time to time may be assigned to him
by the Board of Directors, by the Executive Committee or, if
the Board has elected a Chief Executive Officer and if the
Chief Executive Officer is not the President, by the Chief
Executive Officer.

SECTION 3. Vice Presidents. Each Vice President shall have
such powers and shall perform such duties as from time to
time may be conferred upon or assigned to him by the Board of
Directors or the Executive Committee, or as may be delegated
to him by the President or the Chief Executive Officer.

SECTION 4. 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 law and these bylaws; shall be custodian of the records
and of the corporate seal of the Corporation; shall see that
the corporate seal is affixed to all documents the execution
of which under the seal is duly authorized, and when the seal
is so affixed he may attest the same; may sign, with the
Chairman of the Board, a Vice Chairman, 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 to the Secretary by the
Chief Executive Officer, the Chairman of the Board, a Vice
Chairman, the President, the Board of Directors or the
Executive Committee.

The Secretary shall also keep, or cause to be kept, a stock
book, containing the name, alphabetically arranged, of all
persons who are stockholders of the Corporation, showing
their places of residence, the number of shares held by them
respectively, and the time when they respectively became the
owners thereof.

SECTION 5. 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. The Treasurer may endorse for
collection on behalf of the Corporation, checks, notes and
other obligations; may sign receipts and vouchers for
payments made to the Corporation singly or jointly with
another person as the Board of Directors may authorize; may
sign checks of the Corporation and pay out and dispose of the
proceeds under the direction of the Board; shall render or
cause to be rendered to the Chairman of the Board, the
President and the Board of Directors, whenever requested, an
account of the financial condition of the Corporation; may
sign, with the Chairman of the Board, a Vice Chairman, 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 to him
by the Chairman of the Board, a Vice Chairman, the President,
the Board of Directors or the Executive Committee.

SECTION 6. Subordinate Officers. The Board of Directors may
appoint such assistant secretaries, assistant treasurers and
other officers as it may deem desirable. Each such officer
shall hold office for such period, have such authority and
perform such duties as the Board of Directors may prescribe.
The Board of Directors may, from time to time, authorize any
officer to appoint and remove such officers and to prescribe
the powers and duties thereof.

SECTION 7. Vacancies; Absences. Any vacancy in any of the
above offices may be filled for the unexpired portion of the
term by the Board of Directors at any regular or special
meeting. Except when the law requires the act of a
particular officer, the Board of Directors or the Executive
Committee, whenever necessary, may, in the absence of any
officer, designate any other officer or properly qualified
employee, to perform the duties of the one absent for the
time being, and such designated officer or employee shall
have, when so acting, all the powers herein given to such
absent officer.

SECTION 8. Resignations. Any officer may resign at any time
by giving written notice of such resignation to the Board of
Directors, the Chairman of the Board, a Vice Chairman, the
President or the Secretary. Unless otherwise specified
therein, such resignation shall take effect upon written
receipt thereof by the Board of Directors or by such officer.

ARTICLE Vl.

CAPITAL STOCK.

SECTION 1. Stock Certificates. The certificates for shares of
the stock of the Corporation shall be in such form, not
inconsistent with the Certificate of Incorporation, as shall
be prepared or approved by the Board of Directors. Every
holder of stock in the Corporation shall be entitled to have
a certificate signed by or in the name of the Corporation, by
the Chairman of the Board (if chief executive officer), a
Vice Chairman, the President or a Vice President, and by the
Treasurer or the Secretary certifying the number of shares
owned by him and the date of issue, and no certificate shall
be valid unless so signed. All certificates shall be
consecutively numbered and shall be entered in the books of
the Corporation as they are issued.

All signatures on the certificate may be facsimile. In case
any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.

SECTION 2. Transfer of Stock. Upon surrender to the
Corporation or the transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper
evidence of succession assignment or authority to transfer,
the Corporation shall issue a new certificate to the person
entitled thereto, cancel the old certificate and record the
transaction upon its books.

SECTION 3. Registered Stockholders. The Corporation shall be
entitled to treat the holder of record of any share or shares
of stock as the holder in fact thereof and, accordingly,
shall not be bound to recognize any equitable or other claim
to, or interest in, such share or shares on the part of any
other person, whether or not it shall have express or other
notice thereof, save as expressly provided by the laws of the
State of Delaware.

SECTION 4. Lost Certificates. Any person claiming a
certificate of stock to be lost or destroyed shall make an
affidavit or affirmation of the fact and advertise the same
in such manner as the Board of Directors may require, and the
Board of Directors, in its discretion, may require the owner
of the lost or destroyed certificate, or his legal
representative, to give the Corporation a bond in a sum
sufficient, in the opinion of the Board of Directors, to
indemnify the Corporation against any claim that may be made
against it on account of the alleged loss of any such
certificate. A new certificate of the same tenor and for the
same number of shares as the one alleged to be lost or
destroyed may be issued without requiring any bond when, in
the judgment of the Directors, it is proper so to do.

SECTION 5. Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, or
to express consent to corporate action in writing without a
meeting, or to receive payment of any dividend or other
distribution or allotment of any rights, or to exercise any
rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the
Board of Directors may fix, in advance, a record date, which
shall not be more than sixty (60) nor less than ten (10) days
before the date of such meeting, nor more than sixty (60)
days prior to any other action. A determination of
stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

ARTICLE VII

CHECKS, NOTES, ETC.

SECTION 1. Execution of Checks, Notes, etc. All checks and
drafts on the Corporation's bank accounts and all bills of
exchange, promissory notes, acceptances, obligations and
other instruments for the payment of money, shall be signed
by the Chairman of the Board, a Vice Chairman, the President,
any Vice President or the Treasurer, or shall be signed by
such other officer or officers, person or persons, as shall
be thereunto authorized by the Board of Directors or the
Executive Committee.

SECTION 2. Execution of Contracts, Assignments. etc. All
contracts, agreements, endorsements, assignments, transfers,
stock powers, and other instruments shall be signed by the
Chief Executive Officer, the Chairman of the Board, a Vice
Chairman, the President or any Vice President or shall be
signed by such officer or officers, person or persons, as
shall be thereunto authorized by the Board of Directors or
the Executive Committee or by the Chairman of the Board or
the President.

SECTION 3. Voting of Stock and Execution of Proxies. The
Chairman of the Board, a Vice Chairman, the President or a
Vice President or any other officer of the Corporation
designated by the Board of Directors, the Executive
Committee, the Chairman of the Board, or the President, shall
be authorized to attend any meeting of the stockholders of
any other corporation in which the Corporation is an owner of
stock and to vote such stock upon all matters coming before
such meeting. The Chairman of the Board or a Vice Chairman,
the President or any Vice President may sign and issue
proxies to vote shares of stock of other corporations owned
by the Corporation.

ARTICLE VIII.

WAIVERS.

Whenever under the provisions of these bylaws or of any
law the stockholders or Directors are authorized to hold any
meeting or take any action after notice or after the lapse of
any prescribed period of time, such meeting or action may be
held or taken without notice and without such lapse of time,
on written waiver of such notice and lapse of time signed by
every person entitled to such notice or by his attorney or
attorneys thereunto authorized, either before or after the
meeting or action to which such notice relates.

ARTICLE IX.

SEAL.

The seal of the Corporation shall show the year of its
incorporation and shall be in such form as the Board of
Directors shall prescribe. The seal on any corporate
obligation for the payment of money may be a facsimile,
engraved or printed.

ARTICLE X.

INDEMNIFICATION.

SECTION I . Power to Indemnify in Actions, Suits or
Proceedings other Than Those by or in the Right of the
Corporation. Subject to Section 3 of this Article X the
Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to or witness or other
participant in, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of
the Corporation) by reason of the fact that he is or was a
director or officer of the Corporation, or is or was a
director or officer of the Corporation serving at the request
of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

SECTION 2. Power to Indemnify in Actions, Suits or
Proceedings by or in the Right of the Corporation. Subject to
Section 3 of this Article X, the Corporation shall indemnify
any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was
a director or officer of the Corporation, or is or was a
director or officer of the Corporation serving at the request
of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the Corporation; except that no indemnification
shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to
the Corporation unless and only to the extent that the Court
of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.

SECTION 3. Authorization of Indemnification. Any
indemnification under this Article X (unless ordered by a
court) shall be made by the Corporation only as authorized in
the specific case upon a determination that indemnification
of the director or officer is proper in the circumstances
because he has met the applicable standard of conduct set
forth in Section 1 or Section 2 of this Article X, as the
case may be. Such determination shall be made (i) by the
Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable or,
even if obtainable, by majority vote of a committee duly
designated by the Board of Directors (in which directors who
are parties may participate) consisting solely of two or more
directors not at the time parties to such action, suit or
proceeding, or (iii) if such a quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion,
or (iv) by the stockholders. To the extent, however, that a
director or officer of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or
proceeding described above, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred
by him in connection therewith, without the necessity of
authorization in the specific case.

Any indemnification under this Article X shall be made
promptly and, in any event, to the extent practicable, within
sixty days of receipt by the Corporation of the written
request of the person to be indemnified.

SECTION 4. Good Faith Defined. For purposes of any
determination under Section 3 of this Article X, a person
shall be deemed to have acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any
criminal action or proceeding, to have had no reasonable
cause to believe his conduct was unlawful, if his action is
based on the records or books of account of the Corporation
or another enterprise, or on information supplied to him by
the officers of the Corporation or another enterprise in the
course of their duties, or on the advice of legal counsel for
the Corporation or another enterprise or on information or
records given or reports made to the Corporation or another
enterprise by an independent certified public accountant or
by an appraiser or other expert selected with reasonable care
by the Corporation or another enterprise. The term "another
enterprise" as used in this Section 4 shall mean any other
corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise of which such
person is or was serving at the request of the Corporation as
a director, officer, employee or agent. The provisions of
this Section 4 shall not be deemed to be exclusive or to
limit in any way the circumstances in which a person may be
deemed to have met the applicable standard of conduct set
forth in Sections 1 or 2 of this Article X, as the case may
be.

SECTION 5. Indemnification by a Court. Notwithstanding any
contrary determination in the specific case under Section 3
of this Article and notwithstanding the absence of any
determination thereunder, any director or officer may apply
to any court of competent jurisdiction in the State of
Delaware for indemnification to the extent otherwise
permissible under Sections 1 and 2 of this Article X. The
basis of such indemnification by a court shall be a
determination by such court that indemnification of the
director or officer is proper in the circumstances because he
has met the applicable standards of conduct set forth in
Sections 1 or 2 of this Article X, as the case may be.
Neither a contrary determination in the specific case under
Section 3 of this Article X nor the absence of any
determination thereunder shall be a defense to such
application or create a presumption that the director or
officer seeking indemnification has not met any applicable
standard of conduct. Notice of any application for
indemnification pursuant to this Section 5 shall be given to
the Corporation promptly upon the filing of such application.
If successful, in whole or in part, the director or officer
seeking indemnification shall also be entitled to be paid the
expense of prosecuting such application.

SECTION 6. Expenses Payable in Advance. Expenses incurred by
a director or officer in defending or investigating a
threatened or pending action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition
of such action, suit or proceeding within fourteen days after
receipt by the Corporation of a written statement from such
director or officer requesting such an advancement, together
with an undertaking, if required by law at the time of such
advance, by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Corporation as
authorized in this Article X.

SECTION 7. Nonexclusivity of Indemnification and Advancement
of Expenses. The indemnification and advancement of expenses
provided by or granted pursuant to this Article X shall not
be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, contract, vote of
stockholders or disinterested directors or pursuant to the
direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action taken (or
omitted to be taken) in his official capacity and as to
action taken (or omitted to be taken) in another capacity
while holding such office, it being the policy of the
Corporation that indemnification of the persons specified in
Sections 1 and 2 of this Article X shall be made to the
fullest extent permitted by law. The provisions of this
Article X shall not be deemed to preclude the indemnification
of any person who is not specified in Sections 1 or 2 of this
Article X but whom the Corporation has the power or
obligation to indemnify under the provisions of the General
Corporation Law of the State of Delaware, or otherwise.

SECTION 8. Insurance. The Corporation may maintain insurance,
at its expense, to protect itself and any director, officer,
employee or agent of the Corporation or another corporation,
partnership, joint venture, trust, employee benefit plan or
other enterprise against any expense, liability or loss,
whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss
under the General Corporation Law of the State of Delaware or
the provisions of this Article X. The Corporation may also
obtain a letter of credit, act as self-insurer, create a
reserve, trust, escrow, cash collateral or other fund or
account, enter into indemnification agreements, pledge or
grant a security interest in any assets or properties of the
Corporation, or use any other mechanism or arrangement
whatsoever in such amounts, at such costs, and upon such
other terms and conditions as the Board of Directors shall
deem appropriate for the protection of any or all such
persons.

SECTION 9. Certain Definitions. For purposes of this Article
X, references to "the Corporation" shall include, in addition
to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify
its directors and officers, so that any person who is or was
a director or officer of such constituent corporation, or is
or was a director or officer of such constituent corporation
serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or
other enterprise, shall stand in the same position under the
provisions of this Article X with respect to the resulting or
surviving corporation as he would have with respect to such
constituent corporation if its separate existence had
continued. For purposes of this Article X, references to
"fines" shall include any excise taxes assessed on a person
with respect to an employee benefit plan; and references to
"serving at the request of the Corporation" shall include any
service as a director or officer of the Corporation which
imposes duties on, or involves services by, such director or
officer with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred
to in this Article X.

SECTION 10. Survival of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article X shall,
unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs,
executors and administrators of such a person.

SECTION 11. Limitation on Indemnification. Notwithstanding
anything contained in this Article to the contrary, except
for proceedings to enforce rights to indemnification (which
shall be governed by Section 5 hereof), the Corporation shall
not be obligated to indemnify any director or officer in
connection with a proceeding (or part thereof) initiated by
such person unless such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.

SECTION 12. Indemnification of Employees and Agents. The
Corporation may, to the extent authorized from time to time
by the Board of Directors, provide rights to indemnification
and to the advancement of expenses to employees and agents of
the Corporation similar to those conferred in this Article X
to directors and officers of the Corporation.

SECTION 13. Repeal or Modification. All rights to
indemnification and to advancement of expenses under this
Article X shall be deemed to be a contract between the
Corporation and each director and officer who serves or has
served in any such capacity, and each other person as to whom
the Corporation has agreed to grant indemnity at any time
while this Article is in effect. Any repeal or modification
of this Article or any repeal or modification of relevant
provisions of the General Corporation Law of the State of
Delaware or any other applicable law shall not in any way
diminish any right to indemnification or to advancement of
expenses of such director, officer or other person as to whom
the Corporation has agreed to grant indemnity, or the
obligations of the Corporation arising hereunder for claims
relating to matters occurring prior to such repeal or
modification.

SECTION 14. Separability. If this Article X or any portion
hereof shall be invalidated on any ground by any court of
competent jurisdiction, then the Corporation shall
nevertheless indemnify each director and officer, and each
employee, agent and other person as to whom the Corporation
has agreed to grant indemnity to the full extent permitted by
any applicable portion of this Article X that shall not have
been invalidated and to the full extent permitted by
applicable law.

ARTICLE XI.

AMENDMENTS.

SECTION 1. Amendments. Subject to the provisions of
applicable law and of the Certificate of Incorporation, these
bylaws may be altered, amended or repealed and new bylaws
adopted either (1) at any annual or special meeting of the
stockholders at which a quorum is present or represented,
provided notice of the proposed amendment shall have been
contained in the notice of meeting, or (2) by the Board of
Directors at any regular or special meeting at which a quorum
is present.

Exhibit B-25(a)

Certificate of Incorporation
of
Entergy Nuclear, Inc.

FIRST: The name of the Corporation is Entergy
Nuclear, Inc. (hereinafter the "Corporation").

THIRD: The purpose of the Corporation is to engage
in any lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of
Delaware as set forth in Title 8 of the Delaware Code.

FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 3,000 shares of
capital stock having no par value per share and of one
class; such class is hereby designated as common stock.

FIFTH: The business and affairs of the Corporation
shall be managed by or under the direction of the Board of
Directors, which shall consist of not less than three (3)
nor more than fifteen (15) directors, the exact number of
directors to be determined from time to time by resolution
adopted by affirmative vote of a majority of the entire
Board of Directors. A director shall hold office until the
next succeeding annual meeting of stockholders and until his
successor shall be elected, subject, however, to prior
death, resignation, retirement or removal from office.
Vacancies occurring in the Board of Directors and newly
created directorships resulting from an increase in the
authorized number of directors may be filled by a majority
of the directors then in office, even if less than a quorum,
or by a sole remaining director. Any director elected to
fill a vacancy shall serve until the next succeeding annual
meeting of stockholders and until his or her successor shall
be elected and qualified.

SIXTH: In furtherance and not in limitation of the
powers conferred by statute, the Board of Directors is
expressly authorized to make, adopt, alter, amend, change or
repeal the Bylaws of the Corporation. In addition to the
powers and authority hereinbefore or by statute expressly
conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as
may be exercised or done by the Corporation, subject,
nevertheless, to the provisions of the statutes of Delaware,
this Certificate of Incorporation, and by any Bylaws adopted
by the stockholders; provided, however, that no Bylaws
hereafter adopted by the stockholders or otherwise shall
invalidate any prior act of the directors which would have
been valid if such Bylaws had not been adopted.

SEVENTH: Notwithstanding any other provision of this
Certificate of Incorporation or the Bylaws of the
Corporation to the contrary, no action required to be taken
or which may be taken at any annual or special meeting of
stockholders of the Corporation may be taken by written
consent without such a meeting except any action taken upon
the signing of a consent in writing by the holders of not
less than the greater of (a) a majority of the outstanding
stock of the Corporation entitled to vote thereon and (b)
that number of shares of stock of the Corporation that would
be required to take such action at a special or annual
meeting of stockholders where holders of all outstanding
stock of the Corporation were present, setting forth the
action to be taken. Special meetings of the stockholders of
the Corporation may be called only by the Board of
Directors, the Chairman or the Board, the person, if any,
designated by the Board of Directors as the Chief Executive
Officer of the Corporation, a majority of the members of the
entire Executive Committee of the Board of Directors, if
there shall be one, or by the holders of not less than a
majority of the outstanding stock of the Corporation
entitled to vote at the special meeting.

B. The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by
the General Corporation Law of the State of Delaware, as the
same exists or may hereafter be amended, and such right to
indemnification shall continue as to a person who has ceased
to be a director or officer of the Corporation and shall
inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except for
proceedings to enforce rights to indemnification, the
Corporation shall not be obligated to indemnify any director
or officer (or his or her heirs, executors or
administrators) in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or
part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in
this Section B of Article EIGHTH shall include the right to
be paid by the Corporation the expenses incurred in
defending or otherwise participating in any proceeding in
advance of its final disposition.

The Corporation may, to the extent authorized from time
to time by the Board of Directors, provide rights to
indemnification and the to advancement of expenses to
employees and agents of the Corporation who are not
directors or officers similar to those conferred in this
Section B of Article EIGHTH to directors and officers of the
Corporation.

The rights to indemnification and to the advancement of
expenses conferred in this Section B of Article EIGHTH shall
not be exclusive of any other right which any person may
have hereafter acquire under this Certificate of
Incorporation, the Bylaws, any statute, agreement, vote of
stockholders or disinterested directors, or otherwise.

C. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer,
employee or agent of the Corporation or another corporation,
partnership, joint venture, trust, employee benefit plan or
other enterprise against any expense, liability or loss,
whether or not the Corporation would have the power to
indemnify such person against such expense, liability or
loss under the General Corporation Law of the State of
Delaware. The Corporation may also obtain a letter of
credit, act as self-insurer, create a reserve, trust,
escrow, cash collateral or other fund or account, enter into
indemnification agreements, pledge or grant a security
interest in any assets or properties of the Corporation, or
use any the 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.

TENTH: The name of the Incorporator is Laurence M
Hamric and his mailing address is c/o Entergy Services,
Inc., 639 Loyola Avenue, New Orleans, Louisiana 70113.

ELEVENTH: Meetings of stockholders may be held within
or without the State of Delaware, as the Bylaws may provide.
The books of the Corporation may be kept (subject to any
provision contained in the General Corporation Law of the
State of Delaware) outside the State of Delaware at such
place or places as may be designated from time to time by
the Board of Directors or in the Bylaws of the Corporation.

/s/ Laurence M. Hamric
Laurence M. Hamric - Incorporator

Witness:

/s/ Christopher Screen

Exhibit B-25(b)

ENTERGY NUCLEAR, INC.
BYLAWS
AS AMENDED SEPTEMBER 10, 1998

ARTICLE I.

OFFICES.

The registered office of the Corporation shall be in
the City of Wilmington, County of New Castle, State of
Delaware. The Corporation also may have offices at such
other places, both within and without the State of Delaware,
as from time to time may be designated by the Board of
Directors.

ARTICLE II.

MEETINGS OF STOCKHOLDERS.

SECTION 1. Place of Meetings. All meetings of
stockholders, whether annual or special, shall be held at
such places either within or without the State of Delaware,
as shall have been fixed by the Board of Directors and set
forth in the notice of meeting.

SECTION 2. Annual Meeting. The annual meeting of
stockholders for the election of Directors and the
transaction of such other business as may properly come
before the meeting shall be held on such date and at such
time of day as shall have been fixed by resolution of the
Board of Directors. With respect to any such annual meeting
of stockholders, the Corporation shall solicit proxies,
relating to all matters proposed by the management of the
Corporation at the time of such solicitation, to be
submitted for action at said annual meeting, from the
holders of all securities of the Corporation entitled to
vote at such annual meeting.

SECTION 3. Special Meetings. Special meetings of the
stockholders may be held at any time upon the call of a
majority of the entire Board of Directors, the Chairman of
the Board, the person, if any, designated by the Board of
Directors as the Chief Executive Officer, a majority of the
entire Executive Committee of the Board of Directors, if
there should be one, or by the holders of not less than a
majority of the outstanding stock entitled to vote at the
special meeting. The notice of each special meeting shall
state the place, date, hour, and purpose or purposes of the
proposed meeting, and the business transacted at such
meeting shall be confined to such purpose or purposes. Such
written notice shall be given not less than ten nor more
than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting. In the event
that a special meeting is called by the holders of not less
than a majority of the outstanding stock entitled to vote at
the special meeting in accordance with the provisions of the
Articles of Incorporation and this Section 3 of Article II,
the Board of Directors shall, within ten days of receipt of
such call (i) fix a record date, which record date shall not
precede the date upon which the resolution fixing the record
date is adopted by the Board of Directors, and which record
date shall not be more than ten days after the date upon
which the resolution fixing the record date is adopted by
the Board of Directors and (ii) set a special meeting date,
which meeting date shall be not less than ten nor more than
sixty days after the record date established pursuant to
clause (i).

SECTION 4. Stockholders' Lists. A complete list of the
stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order, with the
residence of each, and the number of shares held by each,
shall be prepared by the Secretary and filed in the
principal business office of the Corporation, and shall be
open to the examination of any stockholder, during the usual
hours for business at least ten days before any meeting, at
the place where such meeting is to be held, or at another
location within the city where such meeting is to be held
specified in the notice, and shall be available at the time
and place of such meeting and open to the examination of any
stockholder.

SECTION 5. Notice. A written or printed notice, signed
by the Chairman of the Board, the President, a Vice
President, the Secretary or an Assistant Secretary, the
Treasurer or an Assistant Treasurer, of the time, place and
purpose or purposes of every meeting of stockholders shall
be served upon or mailed or caused to be mailed, postage
prepaid, by the Secretary or the officer performing his
duties not less than ten nor more than sixty days before
such meeting to each stockholder of record entitled to vote
at each shareholder's address as it appears upon the stock
book of the Corporation.

SECTION 6. Organization. The chief executive officer
or, in his absence, a person appointed by him or, in default
of such appointment, the officer next in seniority of
position, shall call meetings of the stockholders to order
and shall act as chairman thereof. The Secretary of the
Corporation, if present, shall act as secretary of all
meetings of stockholders, and in his absence, the presiding
officer may appoint a secretary.

SECTION 7. Action by Consent. Unless otherwise
restricted by the Certificate of Incorporation or these
Bylaws, any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a
meeting, if all members of the Board consent thereto in
writing, and the writing or writings are filed with the
minutes of proceedings of the Board.

SECTION 8. Telephonic Meetings. Unless otherwise
restricted by the Certificate of Incorporation or these
Bylaws, members of the Board of Directors may participate in
a meeting of the Board by means of conference telephone or
similar communications equipment by means of which all
persons participating in such meeting can hear each other,
and participation in a meeting pursuant to this Section 9 of
Article IV shall constitute presence in person at such
meeting.

ARTICLE III.

DIRECTORS

SECTION 1. General Powers. The property, affairs and
business of the Corporation shall be managed by the Board of
Directors.

SECTION 2. Term of Office. The term of office of each
Director shall be until the next annual meeting of
stockholders and until his successor is duly elected and
qualified or until the earlier death, resignation or removal
of such Director.

SECTION 3. Resignations. Any Director may resign at any
time by giving notice of such resignation to the Board of
Directors, the Chairman of the Board, the Vice Chairman, the
President, a Vice President, the Secretary or an Assistant
Secretary of the Corporation. Unless otherwise specified
therein, such resignation shall take effect upon receipt
thereof by the Board of Directors or any such officer.

SECTION 4. Meetings Notice. Meetings of the Board of
Directors shall be held at such place, within or without the
State of Delaware, as may from time to time be fixed by
resolution of the Board or by the Chairman of the Board, the
Vice Chairman, the President or a Vice President and as may
be specified in the notice or waiver of notice of any
meeting. Meetings may be held at any time upon the call of
the Chief Executive Officer of the Corporation, the
Secretary of the Corporation, or any two of the Directors by
oral, telegraphic or written notice, duly given, or sent or
mailed to each Director not less than twenty-four hours
before such meeting. Regular meetings of the Board may be
held without notice at such time and place as shall from
time to time be determined by resolution of the Board.

SECTION 5. Chairman of the Board. The Board of
Directors shall designate one of its members as Chairman of
the Board. The position of Chairman of the Board is not an
officer position; therefore, the Chairman of the Board need
not be an officer of the Corporation.

ARTICLE IV.

EXECUTIVE COMMITTEE AND OTHER COMMITTEES.

SECTION 1. Executive Committee. The Board of
Directors may appoint an Executive Committee of not less
than two or more than five members, to serve at the pleasure
of the Board.

SECTION 2. Procedure. The Executive Committee shall
meet at the call of the Chairman of the Executive Committee
or of any two members. A majority of the members shall be
necessary to constitute a quorum and action shall be taken
by a majority vote of those present.

SECTION 3. Powers and Reports. During the intervals
between the meetings of the Board of Directors, the
Executive Committee shall possess and may exercise all the
powers of the Board in the management and direction of the
business and affairs of the Corporation. The taking of
action by the Executive Committee shall be conclusive
evidence that the Board was not in session when such action
was taken. The Executive Committee shall keep regular
minutes of its proceedings and all action by the Executive
Committee shall be reported to the Board at its meeting next
following the meeting of the Executive Committee and shall
be subject to revision or alteration by the Board; provided,
that no rights of third parties shall be affected by such
revision or alteration.

SECTION 4. Other Committees. From time to time the
Board of Directors, by the affirmative vote of a majority of
the whole Board, may appoint other committees for any
purpose or purposes, and such committees shall have powers
as shall be conferred by the resolution of appointment.

ARTICLE V.

OFFICERS.

SECTION 1. The Board of Directors shall elect
individuals to occupy at least three executive offices:
President, Secretary and Treasurer. In its discretion, the
Board of Directors may elect individuals to occupy other
executive offices, including Chief Executive Officer, Vice
Chairman, Chief Operating Officer, Vice President and such
other executive offices as the Board shall designate.
Officers shall be elected annually and shall hold office
until their respective successors shall have been duly
elected and qualified, or until such officer shall have died
or resigned or shall have been removed by majority vote of
the whole Board. To the extent permitted by the laws of the
State of Arkansas, individuals may occupy more than one
office.

SECTION 2. President. The President shall perform
duties incident to the office of a president of a
corporation and such other duties as from time to time may
be assigned to him by the Board of Directors, by the
Executive Committee or, if the Board has elected a Chief
Executive Officer and if the Chief Executive Officer is not
the President, by the Chief Executive Officer.

SECTION 3. Vice Presidents. Each Vice President shall
have such powers and shall perform such duties as from time
to time may be conferred upon or assigned to him by the
Board of Directors or the Executive Committee, or as may be
delegated to him by the President or the Chief Executive
Officer.

SECTION 4. 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 law and these bylaws; shall be custodian of
the records and of the corporate seal of the Corporation;
shall see that the corporate seal is affixed to all
documents the execution of which under the seal is duly
authorized, and when the seal is so affixed he may attest
the same; may sign, with the Chairman of the Board, a Vice
Chairman, 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 to the Secretary by the Chief Executive Officer,
the Chairman of the Board, a Vice Chairman, the President,
the Board of Directors or the Executive Committee.

SECTION 5. 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. The Treasurer may
endorse for collection on behalf of the Corporation, checks,
notes and other obligations; may sign receipts and vouchers
for payments made to the Corporation singly or jointly with
another person as the Board of Directors may authorize; may
sign checks of the Corporation and pay out and dispose of
the proceeds under the direction of the Board; shall render
or cause to be rendered to the Chairman of the Board, the
President and the Board of Directors, whenever requested, an
account of the financial condition of the Corporation; may
sign, with the Chairman of the Board, a Vice Chairman, 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 to
him by the Chairman of the Board, a Vice Chairman, the
President, the Board of Directors or the Executive
Committee.

SECTION 6. Subordinate Officers. The Board of Directors
may appoint such assistant secretaries, assistant treasurers
and other officers as it may deem desirable. Each such
officer shall hold office for such period, have such
authority and perform such duties as the Board of Directors
may prescribe. The Board of Directors may, from time to
time, authorize any officer to appoint and remove such
officers and to prescribe the powers and duties thereof.

SECTION 7. Vacancies; Absences. Any vacancy in any of
the above offices may be filled for the unexpired portion of
the term by the Board of Directors at any regular or special
meeting. Except when the law requires the act of a
particular officer, the Board of Directors or the Executive
Committee, whenever necessary, may, in the absence of any
officer, designate any other officer or properly qualified
employee, to perform the duties of the one absent for the
time being, and such designated officer or employee shall
have, when so acting, all the powers herein given to such
absent officer.

SECTION 8. Resignations. Any officer may resign at any
time by giving written notice of such resignation to the
Board of Directors, the Chairman of the Board, a Vice
Chairman, the President or the Secretary. Unless otherwise
specified therein, such resignation shall take effect upon
written receipt thereof by the Board of Directors or by such
officer.

ARTICLE VI.

CAPITAL STOCK.

SECTION 1. Stock Certificates. The certificates for
shares of the stock of the Corporation shall be in such
form, not inconsistent with the Certificate of
Incorporation, as shall be prepared or approved by the Board
of Directors. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by or in the
name of the Corporation, by the Chairman of the Board (if
chief executive officer), the President or a Vice President,
and by the Treasurer or the Secretary certifying the number
of shares owned by him and the date of issue, and no
certificate shall be valid unless so signed. All
certificates shall be consecutively numbered and shall be
entered in the books of the Corporation as they are issued.

All signatures on the certificate may be facsimile. In
case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he
were such officer, transfer agent or registrar at the date
of issue.

SECTION 2. Transfer of Stock. Upon surrender to the
Corporation or the transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by
proper evidence of succession assignment or authority to
transfer, the Corporation shall issue a new certificate to
the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

SECTION 3. Registered Stockholders. The
Corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize
any equitable or other claim to, or interest in, such share
or shares on the part of any other person, whether or not it
shall have express or other notice thereof, save as
expressly provided by the laws of the State of Delaware.

SECTION 4. Lost Certificates. Any person claiming a
certificate of stock to be lost or destroyed shall make an
affidavit or affirmation of the fact and advertise the same
in such manner as the Board of Directors may require, and
the Board of Directors, in its discretion, may require the
owner of the lost or destroyed certificate, or his legal
representative, to give the Corporation a bond in a sum
sufficient, in the opinion of the Board of Directors, to
indemnify the Corporation against any claim that may be made
against it on account of the alleged loss of any such
certificate. A new certificate of the same tenor and for
the same number of shares as the one alleged to be lost or
destroyed may be issued without requiring any bond when, in
the judgment of the Directors, it is proper so to do.

SECTION 5. Record Date. In order that the Corporation
may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in
writing without a meeting, or to receive payment of any
dividend or other distribution or allotment of any rights,
or to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty
(60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other
action. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for
the adjourned meeting.

ARTICLE VII

CHECKS, NOTES, ETC.

SECTION 1. Execution of Checks, Notes, etc. All
checks and drafts on the Corporation's bank accounts and all
bills of exchange, promissory notes, acceptances,
obligations and other instruments for the payment of money,
shall be signed by the Chairman of the Board, the Vice
Chairman of the Board, the President or any Vice President
and by the Treasurer or any Assistant Treasurer, or shall be
signed by such other officer or officers, person or persons,
as shall be thereunto authorized by the Board of Directors
or the Executive Committee.

SECTION 2. Execution of Contracts, Assignments. etc.
All contracts, agreements, endorsements, assignments,
transfers, stock powers, and other instruments shall be
signed by the Chief Executive Officer, the Chairman of the
Board, the Vice Chairman of the Board, the President or any
Vice President or shall be signed by such officer or
officers, person or persons, as shall be thereunto
authorized by the Board of Directors or the Executive
Committee or by the Chief Executive Officer, Chairman of the
Board or the President.

SECTION 3. Voting of Stock and Execution of Proxies.
The Chairman of the Board, the Vice Chairman of the Board,
the President or a Vice President or any other officer of
the Corporation designated by the Board of Directors, the
Executive Committee, the Chairman of the Board, or the
President, shall be authorized to attend any meeting of the
stockholders of any other corporation in which the
Corporation is an owner of stock and to vote such stock upon
all matters coming before such meeting. The Chairman of the
Board, the Vice Chairman of the Board or the President or
any Vice President may sign and issue proxies to vote shares
of stock of other corporations owned by the Corporation.

ARTICLE VIII.

WAIVERS.

Whenever under the provisions of these Bylaws or of any
law the stockholders or Directors are authorized to hold any
meeting or take any action after notice or after the lapse
of any prescribed period of time, such meeting or action may
be held or taken without notice and without such lapse of
time, on written waiver of such notice and lapse of time
signed by every person entitled to such notice or by his
attorney or attorneys thereunto authorized, either before or
after the meeting or action to which such notice relates.

ARTICLE IX.

SEAL.

ARTICLE X.

INDEMNIFICATION.

SECTION 1. Power to Indemnify in Actions, Suits or
Proceedings other Than Those by or in the Right of the
Corporation. Subject to Section 3 of this Article X the
Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to or witness or other
participant in, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of
the Corporation) by reason of the fact that he is or was a
director or officer of the Corporation, or is or was a
director or officer of the Corporation serving at the
request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not act
in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct
was unlawful.

SECTION 2. Power to Indemnify in Actions, Suits or
Proceedings by or in the Right of the Corporation. Subject
to Section 3 of this Article X, the Corporation shall
indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that
he is or was a director or officer of the Corporation, or is
or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation; except
that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and
only to the extent that the Court of Chancery or the court
in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery or such other
court shall deem proper.

SECTION 3. Authorization of Indemnification. Any
indemnification under this Article X (unless ordered by a
court) shall be made by the Corporation only as authorized
in the specific case upon a determination that
indemnification of the director or officer is proper in the
circumstances because he has met the applicable standard of
conduct set forth in Section 1 or Section 2 of this Article
X, as the case may be. Such determination shall be made (i)
by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action,
suit or proceeding, or (ii) if such a quorum is not
obtainable or, even if obtainable, by majority vote of a
committee duly designated by the Board of Directors (in
which directors who are parties may participate) consisting
solely of two or more directors not at the time parties to
such action, suit or proceeding, or (iii) if such a quorum
is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal
counsel in a written opinion, or (iv) by the stockholders.
To the extent, however, that a director or officer of the
Corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding described
above, or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith, without the necessity of authorization
in the specific case.

Any indemnification under this Article X shall be made
promptly and, in any event, to the extent practicable,
within sixty days of receipt by the Corporation of the
written request of the person to be indemnified.

SECTION 4. Good Faith Defined. For purposes of any
determination under Section 3 of this Article X, a person
shall be deemed to have acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any
criminal action or proceeding, to have had no reasonable
cause to believe his conduct was unlawful, if his action is
based on the records or books of account of the Corporation
or another enterprise, or on information supplied to him by
the officers of the Corporation or another enterprise in the
course of their duties, or on the advice of legal counsel
for the Corporation or another enterprise or on information
or records given or reports made to the Corporation or
another enterprise by an independent certified public
accountant or by an appraiser or other expert selected with
reasonable care by the Corporation or another enterprise.
The term ''another enterprise'' as used in this Section 4
shall mean any other corporation or any partnership, joint
venture, trust, employee benefit plan or other enterprise of
which such person is or was serving at the request of the
Corporation as a director, officer, employee or agent. The
provisions of this Section 4 shall not be deemed to be
exclusive or to limit in any way the circumstances in which
a person may be deemed to have met the applicable standard
of conduct set forth in Sections 1 or 2 of this Article X,
as the case may be.

SECTION 5. Indemnification by a Court. Notwithstanding
any contrary determination in the specific case under
Section 3 of this Article and notwithstanding the absence of
any determination thereunder, any director or officer may
apply to any court of competent jurisdiction in the State of
Delaware for indemnification to the extent otherwise
permissible under Sections 1 and 2 of this Article X. The
basis of such indemnification by a court shall be a
determination by such court that indemnification of the
director or officer is proper in the circumstances because
he has met the applicable standards of conduct set forth in
Sections 1 or 2 of this Article X, as the case may be.
Neither a contrary determination in the specify case under
Section 3 of this Article X nor the absence of any
determination thereunder shall be a defense to such
application or create a presumption that the director or
officer seeking indemnification has not met any applicable
standard of conduct. Notice of any application for
indemnification pursuant to this Section 5 shall be given to
the Corporation promptly upon the filing of such
application. If successful, in whole or in part, the
director or officer seeking indemnification shall also be
entitled to be paid the expense of prosecuting such
application.

SECTION 6. Expenses Payable in Advance. Expenses
incurred by a director or officer in defending or
investigating a threatened or pending action, suit or
proceeding shall be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding
within fourteen days after receipt by the Corporation of a
written statement from such director or officer requesting
such an advancement, together with an undertaking, if
required by law at the time of such advance, by or on behalf
of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article
X.

SECTION 7. Nonexclusivity of Indemnification and
Advancement of Expenses. The indemnification and advancement
of expenses provided by or granted pursuant to this Article
X shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may
be entitled under any By-law, agreement, contract, vote of
stockholders or disinterested directors or pursuant to the
direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action taken (or
omitted to be taken) in his official capacity and as to
action taken (or omitted to be taken) in another capacity
while holding such office, it being the policy of the
Corporation that indemnification of the persons specified in
Sections 1 and 2 of this Article X shall be made to the
fullest extent permitted by law. The provisions of this
Article X shall not be deemed to preclude the
indemnification of any person who is not specified in
Sections 1 or 2 of this Article X but whom the Corporation
has the power or obligation to indemnify under the
provisions of the General Corporation Law of the State of
Delaware, or otherwise.

SECTION 8. Insurance. The Corporation may maintain
insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any
expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such
expense, liability or loss under the General Corporation Law
of the State of Delaware or the provisions of this Article
X. The Corporation may also obtain a letter of credit, act
as self-insurer, create a reserve, trust, escrow, cash
collateral or other fund or account, enter into
indemnification agreements, pledge or grant a security
interest in any assets or properties of the Corporation, or
use any other mechanism or arrangement whatsoever in such
amounts, at such costs, and upon such other terms and
conditions as the Board of Directors shall deem appropriate
for the protection of any or all such persons.

SECTION 9. Certain Definitions. For purposes of this
Article X, references to ''the Corporation" shall include,
in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority
to indemnify its directors and officers, so that any person
who is or was a director or officer of such constituent
corporation, or is or was a director or officer of such
constituent corporation serving at the request of such
constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, shall
stand in the same position under the provisions of this
Article X with respect to the resulting or surviving
corporation as he would have with respect to such
constituent corporation if its separate existence had
continued. For purposes of this Article X, references to
"fines" shall include any excise taxes assessed on a person
with respect to an employee benefit plan; and references to
"serving at the request of the Corporation'' shall include
any service as a director or officer of the Corporation
which imposes duties on, or involves services by, such
director or officer with respect to an employee benefit
plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed
to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in
a manner "not opposed to the best interests of the
Corporation" as referred to in this Article X.

SECTION 10. Survival of Indemnification and Advancement
of Expenses. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article X shall,
unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs,
executors and administrators of such a person.

SECTION 11. Limitation on Indemnification.
Notwithstanding anything contained in this Article to the
contrary, except for proceedings to enforce rights to
indemnification (which shall be governed by Section 5
hereof), the Corporation shall not be obligated to indemnify
any director or officer in connection with a proceeding (or
part thereof) initiated by such person unless such
proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.

SECTION 12. Indemnification of Employees and Agents.
The Corporation may, to the extent authorized from time to
time by the Board of Directors, provide rights to
indemnification and to the advancement of expenses to
employees and agents of the Corporation similar to those
conferred in this Article X to directors and officers of the
Corporation.

SECTION 13. Repeal or Modification. All rights to
indemnification and to advancement of expenses under this
Article X shall be deemed to be a contract between the
Corporation and each director and officer who serves or has
served in any such capacity, and each other person as to
whom the Corporation has agreed to grant indemnity at any
time while this Article is in effect. Any repeal or
modification of this Article or any repeal or modification
of relevant provisions of the General Corporation Law of the
State of Delaware or any other applicable law shall not in
any way diminish any right to indemnification or to
advancement of expenses of such director, officer or other
person as to whom the Corporation has agreed to grant
indemnity, or the obligations of the Corporation arising
hereunder for claims relating to matters occurring prior to
such repeal or modification.

SECTION 14. Separability. If this Article X or any
portion hereof shall be invalidated on any ground by any
court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each director and officer, and each
employee, agent and other person as to whom the Corporation
has agreed to grant indemnity to the full extent permitted
by any applicable portion of this Article X that shall not
have been invalidated and to the full extent permitted by
applicable law.

ARTICLE XI.

AMENDMENTS.

SECTION 1. Amendments. Subject to the provisions of
applicable law and of the Certificate of Incorporation,
these Bylaws may be altered, amended or repealed and new
Bylaws adopted either (1) at any annual or special meeting
of the stockholders at which a quorum is present or
represented, provided notice of the proposed amendment shall
have been contained in the notice of meeting, or (2) by the
Board of Directors at any regular or special meeting at
which a quorum is present, provided notice of the proposed
amendment shall have been given.

Exhibit B-26(a)

Certificate of Incorporation
of
Entergy Operating Services, Inc.

FIRST: The name of the Corporation is Entergy
Operating Services, Inc. (hereinafter the "Corporation").

THIRD: The purpose of the Corporation is to engage
in any lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of
Delaware as set forth in Title 8 of the Delaware Code.

FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 5,000 shares of
capital stock having no par value per share and of one
class; such class is hereby designated as common stock.

SIXTH: In furtherance and not in limitation of the
powers conferred by statute, the Board of Directors is
expressly authorized to make, adopt, alter, amend, change or
repeal the Bylaws of the Corporation. In addition to the
powers and authority hereinbefore or by statute expressly
conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as
may be exercised or done by the Corporation, subject,
nevertheless, to the provisions of the statutes of Delaware,
this Certificate of Incorporation, and by any Bylaws adopted
by the stockholders; provided, however, that no Bylaws
hereafter adopted by the stockholders or otherwise shall
invalidate any prior act of the directors which would have
been valid if such Bylaws had not been adopted.

SEVENTH: Notwithstanding any other provision of this
Certificate of Incorporation or the Bylaws of the
Corporation to the contrary, no action required to be taken
or which may be taken at any annual or special meeting of
stockholders of the Corporation may be taken by written
consent without such a meeting except any action taken upon
the signing of a consent in writing by the holders of not
less than the greater of (a) a majority of the outstanding
stock of the Corporation entitled to vote thereon and (b)
that number of shares of stock of the Corporation that would
be required to take such action at a special or annual
meeting of stockholders where holders of all outstanding
stock of the Corporation were present, setting forth the
action to be taken. Special meetings of the stockholders of
the Corporation may be called only by the Board of
Directors, the Chairman or the Board, the person, if any,
designated by the Board of Directors as the Chief Executive
Officer of the Corporation, a majority of the members of the
entire Executive Committee of the Board of directors, if
there shall be one, or by the holders of not less than a
majority of the outstanding stock of the Corporation
entitled to vote at the special meeting.

Any repeal or modification of this Section A of Article
EIGHTH shall not have any effect on the liability or alleged
liability of any director of this Corporation for any act or
omission of such director occurring prior to such repeal or
modification, or otherwise adversely affect any right or
protection of a director of the corporation existing at the
time of such repeal or modification.

B. The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by
the General Corporation Law of the State of Delaware, as the
same exists or may hereafter be amended, and such right to
indemnification shall continue as to a person who has ceased
to be a director or officer of the Corporation and shall
inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except for
proceedings to enforce rights to indemnification, the
Corporation shall not be obligated to indemnify any director
or officer (or his or her heirs, executors or
administrators) in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or
part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in
this Section B of Article EIGHTH shall include the right to
be paid by the Corporation the expenses incurred in
defending or otherwise participating in any proceeding in
advance of its final disposition.

C. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer,
employee or agent of the Corporation or another corporation,
partnership, joint venture, trust, employee benefit plan or
other enterprise against any expense, liability or loss,
whether or not the Corporation would have the power to
indemnify such person against such expense, liability or
loss under the General Corporation Law of the State of
Delaware. The Corporation may also obtain a letter of
credit, act as self-insurer, create a reserve, trust,
escrow, cash collateral or other fund or account, enter into
indemnification agreements, pledge or grant a security
interest in any assets or properties of the Corporation, or
use any the 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.

TENTH: The name of the Incorporator is Laurence M
Hamric and his mailing address is c/o Entergy Services,
Inc., 639 Loyola Avenue, New Orleans, Louisiana 70113.

ELEVENTH: Meetings of stockholders may be held within
or without the State of Delaware, as the Bylaws may provide.
The books of the Corporation may be kept (subject to any
provision contained in the General Corporation Law o the
State of Delaware) outside the State of Delaware at such
place or places as may be designated from time to time by
the Board of Directors or in the Bylaws of the Corporation.

_______________________________
Laurence M. Hamric - Incorporator

Witness:

________________________________

Exhibit B-26(b)

ENTERGY OPERATIONS SERVICES, INC.
BYLAWS
AS AMENDED OCTOBER 9, 1998

ARTICLE I.

OFFICES.

ARTICLE II.

MEETINGS OF STOCKHOLDERS.

SECTION 3. Special Meetings. Special meetings of the
stockholders may be held at any time upon the call of a
majority of the entire Board of Directors, the Chairman of
the Board, the person, if any, designated by the Board of
Directors as the Chief Executive Officer, a majority of the
entire Executive Committee of the Board of Directors, if
there should be one, or by the holders of not less than a
majority of the outstanding stock entitled to vote at the
special meeting. The notice of each special meeting shall
state the place, date, hour, and purpose or purposes of the
proposed meeting, and the business transacted at such meeting
shall be confined to such purpose or purposes. Such written
notice shall be given not less than ten nor more than sixty
days before the date of the meeting to each stockholder
entitled to vote at such meeting. In the event that a special
meeting is called by the holders of not less than a majority
of the outstanding stock entitled to vote at the special
meeting in accordance with the provisions of the Articles of
Incorporation and this Section 3 of Article II, the Board of
Directors shall, within ten days of receipt of such call (i)
fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is
adopted by the Board of Directors, and which record date
shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of
Directors and (ii) set a special meeting date, which meeting
date shall be not less than ten nor more than sixty days
after the record date established pursuant to clause (i).

SECTION 5. Notice. A written or printed notice, signed by the
Chairman of the Board, the President, a Vice President, the
Secretary or an Assistant Secretary, the Treasurer or an
Assistant Treasurer, of the time, place and purpose or
purposes of every meeting of stockholders shall be served
upon or mailed or caused to be mailed, postage prepaid, by
the Secretary or the officer performing his duties not less
than ten nor more than sixty days before such meeting to each
stockholder of record entitled to vote at each shareholder's
address as it appears upon the stock book of the Corporation.

ARTICLE III.

DIRECTORS

SECTION 1. General Powers. The property, affairs and business
of the Corporation shall be managed by the Board of
Directors.

SECTION 3. Resignations. Any Director may resign at any time
by giving notice of such resignation to the Board of
Directors, the Chairman of the Board, the President, a Vice
President, the Secretary or an Assistant Secretary of the
Corporation. Unless otherwise specified therein, such
resignation shall take effect upon receipt thereof by the
Board of Directors or any such officer.

SECTION 4. Meetings Notice. Meetings of the Board of
Directors shall be held at such place, within or without the
State of Delaware, as may from time to time be fixed by
resolution of the Board or by the Chairman of the Board, the
President or a Vice President and as may be specified in the
notice or waiver of notice of any meeting. Meetings may be
held at any time upon the call of the Chief Executive Officer
of the Corporation, the Secretary of the Corporation, or any
two of the Directors by oral, telegraphic or written notice,
duly given, or sent or mailed to each Director not less than
twenty-four hours before such meeting. Regular meetings of
the Board may be held without notice at such time and place
as shall from time to time be determined by resolution of the
Board.

SECTION 5. Action by Consent. Unless otherwise restricted by
the Certificate of
Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting, if all members of
the Board consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the
Board.

SECTION 6. Telephonic Meetings. Unless otherwise restricted
by the Certificate of Incorporation or these Bylaws, members
of the Board of Directors may participate in a meeting of the
Board by means of conference telephone or similar
communications equipment by means of which all persons
participating in such meeting can hear each other, and
participation in a meeting pursuant to this Section 6 of
Article III shall constitute presence in person at such
meeting.

ARTICLE IV.

EXECUTIVE COMMITTEE AND OTHER COMMITTEES.

SECTION 1. Executive Committee. The Board of Directors may
appoint an Executive Committee of not less than two or more
than five members, to serve at the pleasure of the Board.

ARTICLE V.

OFFICERS.

The Secretary shall also keep, or cause to be kept, a stock
book, containing the name, alphabetically arranged, of all
persons who are stockholders of the Corporation, showing
their places of residence, the number of shares held by them
respectively, and the time when they respectively became the
owners thereof.

ARTICLE Vl.

CAPITAL STOCK.

SECTION 1. Stock Certificates. The certificates for shares of
the stock of the Corporation shall be in such form, not
inconsistent with the Certificate of Incorporation, as shall
be prepared or approved by the Board of Directors. Every
holder of stock in the Corporation shall be entitled to have
a certificate signed by or in the name of the Corporation, by
the Chairman of the Board (if chief executive officer), the
President or a Vice President, and by the Treasurer or the
Secretary certifying the number of shares owned by him and
the date of issue, and no certificate shall be valid unless
so signed. All certificates shall be consecutively numbered
and shall be entered in the books of the Corporation as they
are issued.

ARTICLE VII

CHECKS, NOTES, ETC.

SECTION 1. Execution of Checks, Notes, etc. All checks and
drafts on the Corporation's bank accounts and all bills of
exchange, promissory notes, acceptances, obligations and
other instruments for the payment of money, shall be signed
by the Chairman of the Board, the President or any Vice
President and by the Treasurer or any Assistant Treasurer, or
shall be signed by such other officer or officers, person or
persons, as shall be thereunto authorized by the Board of
Directors or the Executive Committee.

SECTION 2. Execution of Contracts, Assignments. etc. All
contracts, agreements, endorsements, assignments, transfers,
stock powers, and other instruments shall be signed by the
Chief Executive Officer, the Chairman of the Board, the
President or any Vice President or shall be signed by such
officer or officers, person or persons, as shall be thereunto
authorized by the Board of Directors or the Executive
Committee or by the Chairman of the Board or the President.

SECTION 3. Voting of Stock and Execution of Proxies. The
Chairman of the Board, the President or a Vice President or
any other officer of the Corporation designated by the Board
of Directors, the Executive Committee, the Chairman of the
Board, or the President, shall be authorized to attend any
meeting of the stockholders of any other corporation in which
the Corporation is an owner of stock and to vote such stock
upon all matters coming before such meeting. The Chairman of
the Board or the President or any Vice President may sign and
issue proxies to vote shares of stock of other corporations
owned by the Corporation.

ARTICLE VIII.

WAIVERS.

Whenever under the provisions of these Bylaws or of any
law the stockholders or Directors are authorized to hold any
meeting or take any action after notice or after the lapse of
any prescribed period of time, such meeting or action may be
held or taken without notice and without such lapse of time,
on written waiver of such notice and lapse of time signed by
every person entitled to such notice or by his attorney or
attorneys thereunto authorized, either before or after the
meeting or action to which such notice relates.

ARTICLE IX.

SEAL.

ARTICLE X.

INDEMNIFICATION.

SECTION 5. Indemnification by a Court. Notwithstanding any
contrary determination in the specific case under Section 3
of this Article and notwithstanding the absence of any
determination thereunder, any director or officer may apply
to any court of competent jurisdiction in the State of
Delaware for indemnification to the extent otherwise
permissible under Sections 1 and 2 of this Article X. The
basis of such indemnification by a court shall be a
determination by such court that indemnification of the
director or officer is proper in the circumstances because he
has met the applicable standards of conduct set forth in
Sections 1 or 2 of this Article X, as the case may be.
Neither a contrary determination in the specify case under
Section 3 of this Article X nor the absence of any
determination thereunder shall be a defense to such
application or create a presumption that the director or
officer seeking indemnification has not met any applicable
standard of conduct. Notice of any application for
indemnification pursuant to this Section 5 shall be given to
the Corporation promptly upon the filing of such application.
If successful, in whole or in part, the director or officer
seeking indemnification shall also be entitled to be paid the
expense of prosecuting such application.

SECTION 7. Nonexclusivity of Indemnification and Advancement
of Expenses. The indemnification and advancement of expenses
provided by or granted pursuant to this Article X shall not
be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be
entitled under any By-law, agreement, contract, vote of
stockholders or disinterested directors or pursuant to the
direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action taken (or
omitted to be taken) in his official capacity and as to
action taken (or omitted to be taken) in another capacity
while holding such office, it being the policy of the
Corporation that indemnification of the persons specified in
Sections 1 and 2 of this Article X shall be made to the
fullest extent permitted by law. The provisions of this
Article X shall not be deemed to preclude the indemnification
of any person who is not specified in Sections 1 or 2 of this
Article X but whom the Corporation has the power or
obligation to indemnify under the provisions of the General
Corporation Law of the State of Delaware, or otherwise.

ARTICLE XI.

AMENDMENTS.

SECTION 1. Amendments. Subject to the provisions of
applicable law and of the Certificate of Incorporation, these
Bylaws may be altered, amended or repealed and new Bylaws
adopted either (1) at any annual or special meeting of the
stockholders at which a quorum is present or represented,
provided notice of the proposed amendment shall have been
contained in the notice of meeting, or (2) by the Board of
Directors at any regular or special meeting at which a quorum
is present, provided notice of the proposed amendment shall
have been given.

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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

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<NET-INCOME> 205
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 8,127
<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-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 66,997
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 95,259
<TOTAL-DEFERRED-CHARGES> 77
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 162,333
<COMMON> 55
<CAPITAL-SURPLUS-PAID-IN> 174,950
<RETAINED-EARNINGS> (51,694)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 123,311
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> 39,022
<TOT-CAPITALIZATION-AND-LIAB> 16,233
<GROSS-OPERATING-REVENUE> 96,626
<INCOME-TAX-EXPENSE> 7,997
<OTHER-OPERATING-EXPENSES> 83,309
<TOTAL-OPERATING-EXPENSES> 83,309
<OPERATING-INCOME-LOSS> 13,317
<OTHER-INCOME-NET> 6,821
<INCOME-BEFORE-INTEREST-EXPEN> 20,138
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 20,138
0
<EARNINGS-AVAILABLE-FOR-COMM> 12,141
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 34,129
<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-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 82,541
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 124,362
<TOTAL-DEFERRED-CHARGES> 14,745
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 221,648
<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> 62,156
<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> 159,742
<TOT-CAPITALIZATION-AND-LIAB> 221,648
<GROSS-OPERATING-REVENUE> 566,562
<INCOME-TAX-EXPENSE> 3,378
<OTHER-OPERATING-EXPENSES> 559,657
<TOTAL-OPERATING-EXPENSES> 559,657
<OPERATING-INCOME-LOSS> 6,905
<OTHER-INCOME-NET> 184
<INCOME-BEFORE-INTEREST-EXPEN> 7,089
<TOTAL-INTEREST-EXPENSE> 3,711
<NET-INCOME> 3,378
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (23,574)
<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-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 39,335
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 48,715
<TOTAL-DEFERRED-CHARGES> 111
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 88,161
<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> 69,350
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 6,170
<LEASES-CURRENT> 3,247
<OTHER-ITEMS-CAPITAL-AND-LIAB> 9,374
<TOT-CAPITALIZATION-AND-LIAB> 88,161
<GROSS-OPERATING-REVENUE> 275,232
<INCOME-TAX-EXPENSE> 209
<OTHER-OPERATING-EXPENSES> 271,549
<TOTAL-OPERATING-EXPENSES> 271,549
<OPERATING-INCOME-LOSS> 3,683
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 271,549
<TOTAL-INTEREST-EXPENSE> 3,474
<NET-INCOME> 209
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 24,188
<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-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 2,141
<TOTAL-CURRENT-ASSETS> 56,487
<TOTAL-DEFERRED-CHARGES> 44
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 58,672
<COMMON> 57,400
<CAPITAL-SURPLUS-PAID-IN> 173,000
<RETAINED-EARNINGS> (212,810)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 230,400
0
0
<LONG-TERM-DEBT-NET> 17,500
<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> 23,582
<TOT-CAPITALIZATION-AND-LIAB> 58,672
<GROSS-OPERATING-REVENUE> 103,064
<INCOME-TAX-EXPENSE> (51,564)
<OTHER-OPERATING-EXPENSES> 152,890
<TOTAL-OPERATING-EXPENSES> 152,890
<OPERATING-INCOME-LOSS> (49,826)
<OTHER-INCOME-NET> (68,171)
<INCOME-BEFORE-INTEREST-EXPEN> (117,997)
<TOTAL-INTEREST-EXPENSE> 4,666
<NET-INCOME> (122,663)
0
<EARNINGS-AVAILABLE-FOR-COMM> (122,663)
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (20,293)
<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-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 4,446,981
<OTHER-PROPERTY-AND-INVEST> 387,469
<TOTAL-CURRENT-ASSETS> 632,001
<TOTAL-DEFERRED-CHARGES> 850,050
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 6,316,501
<COMMON> 114,055
<CAPITAL-SURPLUS-PAID-IN> 1,152,575
<RETAINED-EARNINGS> 202,205
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,468,835
145,497
201,444
<LONG-TERM-DEBT-NET> 1,631,658
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 71,515
0
<CAPITAL-LEASE-OBLIGATIONS> 66,656
<LEASES-CURRENT> 34,343
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,696,553
<TOT-CAPITALIZATION-AND-LIAB> 6,316,501
<GROSS-OPERATING-REVENUE> 1,853,809
<INCOME-TAX-EXPENSE> 31,773
<OTHER-OPERATING-EXPENSES> 1,618,155
<TOTAL-OPERATING-EXPENSES> 1,618,155
<OPERATING-INCOME-LOSS> 235,654
<OTHER-INCOME-NET> 18,862
<INCOME-BEFORE-INTEREST-EXPEN> 254,516
<TOTAL-INTEREST-EXPENSE> 176,350
<NET-INCOME> 46,393
19,011
<EARNINGS-AVAILABLE-FOR-COMM> 27,382
<COMMON-STOCK-DIVIDENDS> 109,400
<TOTAL-INTEREST-ON-BONDS> 173,599
<CASH-FLOW-OPERATIONS> 414,556
<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-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 4,427,954
<OTHER-PROPERTY-AND-INVEST> 418,747
<TOTAL-CURRENT-ASSETS> 617,112
<TOTAL-DEFERRED-CHARGES> 850,050
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 6,313,863
<COMMON> 114,055
<CAPITAL-SURPLUS-PAID-IN> 1,152,575
<RETAINED-EARNINGS> 202,205
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,468,835
145,497
201,444
<LONG-TERM-DEBT-NET> 1,631,658
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 71,515
0
<CAPITAL-LEASE-OBLIGATIONS> 66,656
<LEASES-CURRENT> 34,343
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,693,915
<TOT-CAPITALIZATION-AND-LIAB> 6,313,863
<GROSS-OPERATING-REVENUE> 1,852,768
<INCOME-TAX-EXPENSE> 30,638
<OTHER-OPERATING-EXPENSES> 1,619,169
<TOTAL-OPERATING-EXPENSES> 1,619,169
<OPERATING-INCOME-LOSS> 233,599
<OTHER-INCOME-NET> 20,035
<INCOME-BEFORE-INTEREST-EXPEN> 253,634
<TOTAL-INTEREST-EXPENSE> 176,603
<NET-INCOME> 46,393
19,011
<EARNINGS-AVAILABLE-FOR-COMM> 27,382
<COMMON-STOCK-DIVIDENDS> 109,400
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 412,208
<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-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 19,027
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 2,125
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 21,152
<COMMON> 25
<CAPITAL-SURPLUS-PAID-IN> 7,593
<RETAINED-EARNINGS> 5,983
<TOTAL-COMMON-STOCKHOLDERS-EQ> 13,601
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 6,875
<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> 675
<TOT-CAPITALIZATION-AND-LIAB> 21,152
<GROSS-OPERATING-REVENUE> 3,785
<INCOME-TAX-EXPENSE> 560
<OTHER-OPERATING-EXPENSES> 1,861
<TOTAL-OPERATING-EXPENSES> 1,861
<OPERATING-INCOME-LOSS> 1,924
<OTHER-INCOME-NET> (61)
<INCOME-BEFORE-INTEREST-EXPEN> 1,863
<TOTAL-INTEREST-EXPENSE> 672
<NET-INCOME> 631
0
<EARNINGS-AVAILABLE-FOR-COMM> 631
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 2,114
<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> 010
<NAME> SOUTHERN GULF
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 9,442
<TOTAL-CURRENT-ASSETS> 614
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 10,056
<COMMON> 1
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> (65)
<TOTAL-COMMON-STOCKHOLDERS-EQ> (64)
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 4,838
<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> 5,282
<TOT-CAPITALIZATION-AND-LIAB> 10,056
<GROSS-OPERATING-REVENUE> 3,470
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 3,003
<TOTAL-OPERATING-EXPENSES> 3,003
<OPERATING-INCOME-LOSS> 467
<OTHER-INCOME-NET> (106)
<INCOME-BEFORE-INTEREST-EXPEN> 361
<TOTAL-INTEREST-EXPENSE> 361
<NET-INCOME> 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 2,568
<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> 011
<NAME> VARIBUS
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 1,082
<TOTAL-CURRENT-ASSETS> 19,831
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 20,913
<COMMON> 100
<CAPITAL-SURPLUS-PAID-IN> 40,466
<RETAINED-EARNINGS> (17,214)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 23,352
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> (2,439)
<TOT-CAPITALIZATION-AND-LIAB> 20,913
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 643
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 1,853
<INCOME-BEFORE-INTEREST-EXPEN> 1,853
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 1,210
0
<EARNINGS-AVAILABLE-FOR-COMM> 1,210
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 2,617
<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> 009
<NAME> POG
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 4,789
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 4,789
<COMMON> 12
<CAPITAL-SURPLUS-PAID-IN> 42,597
<RETAINED-EARNINGS> (37,820)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 4,789
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> 0
<TOT-CAPITALIZATION-AND-LIAB> 4,789
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 56
<OTHER-OPERATING-EXPENSES> 8
<TOTAL-OPERATING-EXPENSES> 8
<OPERATING-INCOME-LOSS> (8)
<OTHER-INCOME-NET> 168
<INCOME-BEFORE-INTEREST-EXPEN> 160
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 104
0
<EARNINGS-AVAILABLE-FOR-COMM> 104
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 160
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> OPUR1
<CIK> 0000007323
<NAME> ENTERGY ARKANSAS, INC.
<SUBSIDIARY>
<NUMBER> 002
<NAME> ARKLAHOMA CORPORATION
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 313
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 122
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 435
<COMMON> 50
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 311
<TOTAL-COMMON-STOCKHOLDERS-EQ> 361
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> 74
<TOT-CAPITALIZATION-AND-LIAB> 435
<GROSS-OPERATING-REVENUE> 11
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 9
<TOTAL-OPERATING-EXPENSES> 9
<OPERATING-INCOME-LOSS> 2
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 2
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 2
0
<EARNINGS-AVAILABLE-FOR-COMM> 2
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 1
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>