EXHIBIT H-2
Proposed Form of Supplemental Notice
ENTERGY CORPORATION
Entergy Corporation ("Entergy" or the "Company"), 639
Loyola Avenue, New Orleans, Louisiana, 70113, a registered
holding company, has filed a Post Effective Amendment to its
Application-Declaration (File No. 70-8839) under Section 6(a) and
7 of the Act and Rule 54 thereunder.
By orders of the Commission dated June 6, 1996 (HCAR
No. 26541) and February 7, 1997 (HCAR No. 26661), Entergy was
authorized to issue and sell through December 31, 2000, up to
twenty million shares of its authorized but unissued common
stock, par value $0.01 per share, pursuant to its Dividend
Reinvestment and Stock Purchase Plan (the "Plan") through
December 31, 2000. Entergy now proposes to extend its authority
to sell the twenty million shares (20,000,000), pursuant to the
Plan through December 31, 2005. All other provisions of the Plan
will remain as previously authorized by the Commission.
The Plan provides that participants may elect to: (1)
automatically reinvest dividends received on all of their shares
of common stock; or (2) automatically reinvest dividends received
on less than all of their shares of common stock and continue to
receive cash dividends on their remaining shares; and/or (3)
invest in additional shares of common stock by making optional
cash investments.
The shares of common stock purchased on behalf of the
participants will be either previously issued shares purchased on
the open market or in privately negotiated transactions or newly
issued shares purchased directly from the Company.
The purchase price of the newly issued shares will be
the weighted average of the daily high and low sales prices of
the common stock on the New York Stock Exchange ("NYSE") during
the pricing period, which will consist of the twelve trading days
immediately preceding the investment date. The purchase price
for shares purchased on the open market will be the weighted
average price paid by the Plan including brokerage fees and
commissions.
Optional cash investments in excess of $3,000 per month
may be made pursuant to a waiver granted at the sole discretion
of the Company based on the Company's consideration of relevant
factors as defined in the Plan. The Plan also provides that in
connection with requests for waiver, the Company may, in its
discretion, establish a minimum price applicable to the relevant
pricing period, as well as a discount. The discount may be
between 0% and 3% and may vary each month, but once established
will apply uniformly to all optional cash investments made for
that month pursuant to a waiver.
The Plan will continue to be administered by Chase
Mellon Shareholder Services (successor to Mellon Bank, N.A.) or
such successor administrator as Entergy may designate.
