ENTERGY CORP /DE/, U5S, 2000-04-28

ENTERGY CORP /DE/
U5S, 2000-04-28
ELECTRIC SERVICES

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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM U5S

ANNUAL REPORT

For the Year Ended December 31, 1999

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, 1999 1

2 Acquisitions or Sales of Utility Assets 10

3 Issue, Sale, Pledge, Guarantee or Assumption
of System Securities 10

4 Acquisition, Redemption or Retirement of
System Securities 11

5 Investments in Securities of Non-System Companies 14

6 Officers and Directors 15

7 Contributions and Public Relations 48

8 Service, Sales and Construction Contracts 51

9 Wholesale Generators and Foreign Utility Companies 54

10 Financial Statements and Exhibits 59

Signatures

<PAGE>

ITEM 1.SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>

<S> <C> <C> <C> <C>
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)
Entergy Corporation (2,7,8,9,10)

Entergy Arkansas, Inc.(Entergy Arkansas)( 2,3,4) 46,980,196 100 $1,055,211 $1,055,210

The Arklahoma Corporation (ARKCO) (4) 170 47.6 $ 214 $ 214

Entergy Gulf States, Inc. (Entergy Gulf States) (2) 100 100 $1,469,968 $1,876,597

Varibus Corporation (Varibus) 100,000 100 $ 25,142 $ 25,142

Prudential Oil and Gas, Inc. (POG) 11,537 100 $ 4,905 $ 4,905

Southern Gulf Railway Company (Southern Gulf) 1,000 100 $ 54 $ 54

GSG&T Inc. (GSG&T) 25,000 100 $ 14,923 $ 14,923

Entergy Louisiana, Inc. (Entergy Louisiana)(2,3) 165,173,180 100 $1,146,283 $1,146,284

Entergy Mississippi, Inc.(Entergy Mississippi)(2,3) 8,666,357 100 $ 425,834 $ 425,834

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 $ 128,564 $ 128,564

System Energy Resources, Inc. (System Energy) (2) 789,350 100 $ 891,481 $ 891,481

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

Entergy Enterprises, Inc. (Entergy Enterprises) 57,400 100 $ 18,436 $ 18,436

Entergy Operations Services, Inc. (EOSI) 3,000 100 $ 2,429 $ 2,429

Entergy Nuclear, Inc. (ENI) 3,000 100 $ 1,402 $ 1,402

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

Entergy Power, Inc. 11,000 100 $ 91,357 $ 91,357

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

<S> <C> <C> <C> <C>
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)

Entergy Power Development Corporation 62,100 100 $ 171,579 $ 171,579
(Entergy Power Development) (6)

Entergy Pakistan, Ltd. (6) 378 100 $ 21,837 $ 21,837

Entergy Power Liberty, Ltd. (8)* 100 100 $ (1) $ (1)

Entergy Power Asia, Ltd. (6) 1,002 100 $ (443) $ (443)

Entergy Power CBA Holding, Ltd. (6) 12,000 100 $ 3,747 $ 3,747

EP Edegel, Inc. (6) 2,000 100 $ 123,970 $ 123,970

Entergy Power Peru, S.A. (6) 425,702,300 100 $ 130,516 $ 146,753

Generandes Peru S.A. (6) 425,714,721 34.7 SL 1,795,083 SL 1,799,042

Edegel S.A. (6) 1,335,408,504 68.8 SL 622,894 SL 622,894

Entergy Power BJE Holding, Ltd. 200 100 $ 1,090 $ 1,090

Bom Jardim Energetica, Ltda. 344,847 99 $ 717 $ 843

Entergy do Brazil LTDA 2,277,000 99 $ 121 $ 219

Entergy Power BJE, Ltd. 1,000 100 $ - $ -

Bom Jardim Energetic, Ltda 3,483 1 $ 7 $ 9

Entergy do Brazil 23,000 1 $ 1 $ 2

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

Entergy S.A. (6) 2,230,000 100 $ 11,658 $ 11,658

Entergy Power Chile, Inc. (6) 1 100 $ 14,036 $ 14,036

Entergy Power Chile, S.A. (6) 4,000,100 100 $ 10,784 $ 14,076

Inversiones Electricas Quillota S.A. (6) 512,502 50 CP 14,862,223 CP14,862,223

Compania Electrica San Isidro S.A. (6) 1,244,001 50 CP 7,446,506 CP 7,446,506

Entergy Power Netherlands Company BV 800 100 $ 38 $ 38

Sabinas Power Company BV 400 100 $ 10 $ 10

Entergy Power Argentina, Ltd. * 1,000 100 $ (16) $ (16)

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

Entergy Power Generation Argentina LDC * 999 99.9 $ (7) $ (7)

Entergy Power Generation Argentina SRL * 11,999 99.9 $ 3 $ 3

Entergy Power Transmission Argentina SRL * 1 0.1 $ - $ -

Entergy Power Nogales Argentina SRL * 1 0.1 $ - $ -

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

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

Entergy Power Nogales Argentina SRL * 11,999 99.9 $ - $ -

Entergy Power Generation Argentina SRL * 1 0.1 $ - $ -

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

Entergy Power Generation Argentina LDC * 1 0.1 $ - $ -

Entergy Power Nogales LDC * 1 0.1 $ - $ -

Entergy Power Transmission Argentina LDC * 1 0.1 $ - $ -

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

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

Entergy Power Argentina Transmission SRL * 11,999 99.9 $ - $ -

Entergy Power Saltend Holding, Ltd. (6) 2,000 100 $(7,248) $(7,248)

Entergy Power Saltend, Ltd. (6) 1,000 100 $(7,243) $(7,243)

Saltend Cogeneration Company, Ltd. (6) 1,000 100 $(7,154) $(7,154)

Entergy Power Europe Holding, Ltd. (6) 1,000 100 $24,285 $24,285

Entergy Power Damhead Creek Holding I, Ltd. (6) 2,000 100 $(4,351) $(4,353)

Entergy Power Damhead Creek Holding II, Ltd. (6) 1,000 100 $(4,187) $(4,143)

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

Entergy Power Damhead Creek Holding III, Ltd.(6) 2,000 100 $(4,907) $(4,516)

Damhead Creek Holding Limited (6) 2 100 $(4,901) $(4,510)

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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)

Damhead Creek Limited (6) 1,200,101 100 $63,417 $63,417

Damhead Creek Finance Ltd. (6) 200 100 $ 9 $ 9

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

Entergy Power Damhead Finco LLC (7) Member 100 $ 699 $ 699
Interest

Entergy Power Damhead Finco 1 (7) 1,000 100 $ (4) $ (4)

Entergy Power Damhead Finco 2 (7) 1,000 100 $ 699 $ 699

Damhead Finance LDC (7) 1,000 100 $ 704 $ 704

Damhead Finance (Netherlands Antilles) N.V. (7) 6,000 100 $ 709 $ 709

Damhead Finance (Netherlands) B.V. (7) 400 100 $ 135 $ 135

Entergy Power Peak Downs, Ltd. (8) 1,000 100 $ 1 $ 1

Entergy Australia Generation Holdings, Ltd. (8) 1,000 100 $ 922 $ 922

Entergy Australia Generation, Ltd. (8) 1,000 100 $ 928 $ 928

Entergy Wandoan Coal Resources, Pty., Ltd. (8) 1,000 100 $ 935 $ 935

Entergy Peak Downs Generation, Pty., Ltd. (8) 1,000 100 $ - $ -

Entergy Wandoan Generation, Pty., Ltd. (8) 1,000 100 $ - $ -

Entergy Tarong Coal Generation, Pty., Ltd. (8) 1,000 100 $ - $ -

Entergy Global Trading Holdings, Ltd. 1,000 100 $ 5,419 $ 5,419

EGT Holdings, Ltd. 1,000 100 $ 5,419 $ 5,419

Entergy Trading and Marketing, Ltd. 2 100 $ 5,419 $ 5,419

Entergy Power Espana, S.A. (7) 100 $ 65 $ 65

Entergy Power Maritza Holding, Inc. (7) 1,100 100 $ 46 $ 46

Entergy Power Maritza Holding I, Ltd. (7) 200 100 $ 45 $ 45

Entergy Power Maritza Holding II, Ltd. (7) 199 100 $ 45 $ 45

Entergy Power Maritza Holding III, Ltd. (7) 101 100 $ 1 $ 1

Entergy Power Maritza Holding Limited (7) 1096 100 $ 46 $ 46

Maritza East III Power Company AD(7) 816 66 $ 45 $ 45

Entergy Power Generation Corporation (6) 1,000 100 $ (616) $ (616)

EAL Power Generation, LLC (7) Member 50 $ - $ -
Interest

Entergy Power Fairfield Corporation (7) 1,000 100 $ 1 $ 1

Entergy Power Freestone Corporation (7) 1,000 100 $ 1 $ 1

Freestone Power Generation L.P. (7) Partnership 99 $ - $ -

Entergy Power Holdings USA Corporation (7) 1,000 100 $ 1,000 $ 1,000

Entergy Power RS Corporation (7) 1,000 100 $ 1,000 $ 1,000

RS Cogen LLC (7) Member 50 $ - $ -
Interest

Entergy Nuclear Holding Company # 1 (ENHC) (6) 3,000 100 $105,245 $105,245

Entergy Nuclear Generation Corporation (ENGC) (6) 1 100 $100,076 $100,076

Entergy Nuclear New York Investment Company I (7) 1,000 100 $ - $ -

Entergy Nuclear New York Investment Company II (7) 1,000 100 $ - $ -

Entergy Global Power Operations Corporation 1,000 100 $ 1,944 $ 1,944

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

Entergy Power Operations Corporation (6) 1,000 100 $ 1,943 $ 1,943

Entergy Power Operations Holdings, Ltd. (6) 10 100 $ 2,525 $ 2,525

Entergy Power Operations Pakistan LDC (6) 190 95 $ 109 $ 109

Entergy Power Operations U.K., Ltd. (6) 1,000 100 $ 2,400 $ 2,400

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

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

Entergy Power International Holdings Corporation (8) 1,000 100 $ (426) $ (426)

Entergy Power Marketing Corporation (EPMC) 250 100 $ 93,298 $ 93,298

Entergy Holdings Inc. (EHI) 3,000 100 $ 5,682 $ 5,682

Entergy Business Solutions, LLC Member 100 $ (686) $ (686)
Interest

Entergy Thermal, LLC Member 100 $ 7,039 $ 7,039
Interest

Entergy Technology Holding Company (ETHC) 10 100 $ 9,174 $ 9,174

Entergy Technology Corporation (ETC) 10 100 $ 7,323 $ 7,323

Entergy Wireless, Inc. 10 100 $ - $ -

Entergy International Holdings Ltd LLC (6) *** Member 100 $1,045,595 $1,045,595
Interest

Entergy Australia Sub/Co Pty Limited (**) (****) 2 100 $ - $ -

Entergy International Ltd LLC (6) **** Member 100 $1,050,804 $1,050,804
Interest

Entergy International Investments No.2 Ltd, LLC (6) Member 100 $ 438,629 $ 438,629
Interest

Entergy UK Holdings Limited (6) 307,310 100 $ 507,038 $ 507,038

Entergy UK Limited (6) 307,310 100 $ 948,406 $ 948,406

Entergy UK Enterprises Limited (6) 574,000 100 $ 956,962 $ 956,962

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

Entergy US DB I LLC 6,587,940 100 $ 6,429 $ 6,429

Entergy AUS DB I Pty Limited * 3,163,044 >1 $ - $ -

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

Entergy US DB IV LLC 658,912,260 100 $ 269,650 $ 269,650

Entergy AUS Debt II Pty Limited * 40,000 100 $ - $ -

Entergy AUS DB I Pty Limited * 316,447,786 <99 $ - $ -

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

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

Entergy Victoria , Inc. 311,584 100 $119,672 $119,672

Entergy AUS DB I Pty Limited * 10,000 >1 $ - $ -

Entergy AUS DB 1 A Pty Limited * 40,000 100 $ - $ -

</TABLE>
* Inactive
** Less than $1,000
*** These companies' values are presented on the equity method.
**** 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 1999, 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, 1999, Entergy Corporation and System
Energy had total investments in the money pool in the
amounts of $126,710,193 and $269,237,614 respectively.
Entergy Arkansas, Entergy Operations, Entergy Services,
Entergy Gulf States, Entergy Louisiana, Entergy Mississippi,
Entergy New Orleans and System Fuels had total borrowings in
the money pool in the amounts of $40,622,244, $11,913,484,
$87,515,692, $36,103,624, $91,466,859, $49,973,761,
$9,663,343 and $17,193,308, respectively. The unborrowed
balance in the money pool amounted to $51,495,492 as of
December 31, 1999, 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, 1999, 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 The Arklahoma Corporation (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) During 1999, Entergy Corporation organized the following
direct or indirect subsidiary companies principally to develop,
acquire, and/or hold investments in EWGs or FUCOs: Entergy Power
Investment Holdings Corporation (under Delaware law, on January
12, 1999); Entergy Power Damhead Finco LLC (Delaware, on January
4, 1999); Entergy Power Damhead Finco 1 (Cayman Islands on
January 5, 1999); Entergy Power Damhead Finco 2 (Cayman Islands
on January 5, 1999); Damhead Finance LDC (Cayman Islands on
January 5, 1999); Damhead Finance (Netherlands Antilles) N.V
(Netherlands Antilles, on January 12, 1999); Damhead Finance
(Netherlands) B.V (Netherlands, on February 26, 1999); Entergy
Power Espana, S.A. (Spain, on October 21, 1999); Entergy Power
Maritza Holding, Inc. (Delaware, on June 8, 1999); Entergy Power
Maritza Holding Limited (Cyprus, on August 13, 1999); Entergy
Power Maritza Holding I, Ltd. (Cayman Islands, on June 8, 1999);
Entergy Power Maritza Holding II, Ltd. (Cayman Islands, on June
8, 1999); Entergy Power Maritza Holding III, Ltd., (Cayman
Islands, on June 8, 1999); Maritza East III Power Company AD
(Bulgaria, on July 1, 1999); EAL Power Generation, LLC (Delaware,
on September 29, 1999); Entergy Power Fairfield Corporation
(Delaware, on June 3, 1999); Entergy Power Freestone Corporation
( Texas, on June 3, 1999); Freestone Power Generation, L.P.
(Texas, on June 3, 1999); Entergy Nuclear Holding Company #1
(Delaware, on June 25, 1999); Entergy Nuclear New York Investment
Company I (Delaware, on October 7, 1999); Entergy Nuclear New
York Investment Company II (Delaware, on December 6, 1999).
During 1999, Entergy Corporation organized the following direct
or indirect subsidiary companies to develop, acquire, and/or hold
investment permitted under Rule 58: Entergy Power Holdings USA
Corporation (Delaware, on February 25, 1999); Entergy Power RS
Corporation (Delaware, on February 25, 1999); RS Cogen LLC
(Louisiana on March 25, 1999).

(8) Relinquished FUCO status during 1999 due to sale of FUCO
investment or abandonment of FUCO development efforts.

<PAGE>

ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS

There are no transactions to report under this item.

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. The credit facility expired on September 12,
1999. During 1999, all borrowings under the credit agreement were
repaid.

In 1999 Entergy Corporation entered into several third party
guarantees for the benefit of Entergy Power Marketing Corp. totaling
$170 million at December 31, 1999. These guarantees were issued by
Entergy pursuant to the Commission's order in File No. 70-8863 (HCAR
No. 26812) dated January 6, 1998, and File No. 70-9123 (HCAR No.
27039) dated June 22, 1999.

In 1999 Entergy International Ltd LLC entered into several third
party guarantees for the benefit of Entergy Trading and Marketing Ltd
totaling $4.0 million at December 31, 1999. Such guarantees were
issued pursuant to the exemption under Section 33 (a)(1).

In December 1999, Entergy Enterprises Inc., (EEI) sold its
remaining interest in Entergy Operations Services Inc., (EOSI) stock
(420 shares) to Entergy Corporation for the amount of $311,056. The
aggregate total amount of such transaction was therefore, below the $5
million limit established by Rule 43.

In January 1999, Entergy Technology Holding Company sold 100% of
the common stock of its security management subsidiary, Entergy
Security Corp. The consideration was arrived at through arm's length
discussions with the purchaser, ADT. The gain on the sale after taxes
was approximately $6.4 million including a true-up which was paid to
Entergy and recognized in December 1999.

In May 1999, Entergy Technology Holding Company sold 100% of its
investment in TeleCorp to the other equity investors. The
consideration was arrived at through arm's length discussions with the
purchasers. The gain on the sale was approximately $3.4 million.

In June 1999 Entergy Technology Holding Company sold 100% of its
investment in Entergy Hyperion. The consideration was arrived at
through arm's length discussions with the purchaser, Hyperion. The
after tax gain on the sale was approximately $7.9 million.

Also, in June 1999 Entergy Wireless, Inc., a subsidiary of
Entergy Technology Holding Company, sold 100% of its investment for
book value.

In June 1999, Entergy International Ltd LLC sold 100% of its
stock in Entergy Power Edesur Holding Ltd. to Perez Company Ltd. The
after tax gain on the sale was approximately $ 17.3 million.

During 1999, Entergy Power Generation Corporation transferred its
100% stock ownership in Entergy Nuclear Generation Corporation to
Entergy Corporation. Subsequently, Entergy Corp. transferred to its
wholly-owned subsidiary, Entergy Nuclear Holding Company #1, 100%
ownership in Entergy Nuclear Generation Corporation.

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

Calendar Year 1999
Name of Company Number of Shares Holding Company
Name of Issuer Acquiring, Redeeming or Principal Amount Act Exemption or
and Security or Retiring Securities Acquired Redeemed Retired Consideration Release Number
<S> <C> <C> <C> <C> <C> <C>
ENTERGY ARKANSAS

Long-Term Debt* ENTERGY ARKANSAS - - $39,607,000 $ 39,607,000 See Exhibit F

Preferred Stock* ENTERGY ARKANSAS - 281,085 - $ 22,666,125 See Exhibit F

ENTERGY GULF STATES

Long-Term Debt* ENTERGY GULF STATES - - $195,920,000 $ 197,960,000 See Exhibit F

Preferred Stock* ENTERGY GULF STATES - 258,471 - $ 25,931,100 See Exhibit F

ENTERGY LOUISIANA

Long-Term Debt* ENTERGY LOUISIANA - - $380,107,044 $ 386,707,044 See Exhibit F

Preferred Stock* ENTERGY LOUISIANA - 500,000 - $ 50,000,000 See Exhibit F

ENTERGY MISSISSIPPI

Long-Term Debt* ENTERGY MISSISSIPPI - - $155,865,000 $ 163,277,500 See Exhibit F

SYSTEM ENERGY

Long-Term Debt* SYSTEM ENERGY - - $282,885,000 $ 286,974,563 See Exhibit F

ENTERGY OPERATIONS
SERVICES, INC.**

Capital Stock (Sale by EEI) ENTERGY CORPORATION 420 - - $ 311,056 Rule 43
ENTERGY POWER ESPANA, S.A.

Common Stock ENTERGY POWER 100 - - $ 64,869 Section 33 (c)
Paid-in-Capital DEVELOPMENT
CORPORATION

EAL POWER GENERATION, LLC

Member Interest ENTERGY POWER - - - $ 10 Section 32(e)
GENERATION
CORPORATION

ENTERGY POWER FAIRFIELD
CORPORATION

Common Stock ENTERGY POWER 1,000 - - $ 1,000 Section 32(e)
Paid-in-Capital GENERATION
CORPORATION

</TABLE>
<TABLE>
<CAPTION>

ENTERGY POWER
FREESTONE CORPORATION
Common Stock ENTERGY POWER 1,000 - - $ 1,000 Section 32(e)
Paid-in-Capital GENERATION
CORPORATION

FREESTONE POWER
GENERATION L.P.

Partnership Interest ENTERGY POWER - - $ - Section 32(e)
FREESTONE
CORPORATION

ENTERGY POWER
MARITZA HOLDING, LTD.

Common Stock ENTERGY POWER 1,100 - - $ 45,856 Section 33(c)
DEVELOPMENT
CORPORATION

ENTERGY POWER
MARITZA HOLDING I,
LTD.

Common Stock ENTERGY POWER 200 - - $ 44,956 Section 33 (c)
Paid-in-Capital MARITZA HOLDING,
LTD.

ENTERGY POWER
MARITZA HOLDING II,
LTD.

Common Stock ENTERGY POWER 199 - - $ 44,517 Section 33 (c)
Paid-in-Capital MARITZA HOLDING I,
LTD.
ENTERGY POWER
MARITZA HOLDING III,
LTD.

Common Stock ENTERGY POWER 101 - - $ 539 Section 33(c)
MARITZA HOLDING I,
LTD.

ENTERGY POWER
MARITZA HOLDING
LIMITED

Common Stock ENTERGY POWER 1,096 - - $ 45,856 Section 33(c)
MARITZA HOLDING
III, LTD.

MARITZA EAST III POWER
COMPANY AD

Common Stock ENTERGY POWER 816 - - $ 44,856 Section 33 (c)
Paid-in-Capital MARITZA HOLDING
LIMITED

</TABLE>
<TABLE>
<CAPTION>

ENTERGY POWER
HOLDING USA
CORPORATION
Common Stock ENTERGY CORPORATION 1,000 - - $ 1,000 Rule 58
Paid-in-Capital

ENTERGY POWER RS
CORPORATION

Common Stock ENTERGY POWER 1,000 - - $ 1,000 Rule 58
HOLDING USA
CORPORATION

RS COGEN LLC

Member Interest ENTERGY POWER RS - - - $ - Rule 58
CORPORATION

* 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 EOSI since, at the time of the subject transaction, EOSI
was an existing Entergy subsidiary company, 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 December 17, 1999 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

None

(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 - - $ 2,976,050
maintaining, operating and
leasing a 40-story commercial
office building)

Entergy Power Inversiones Electricas Quillota S.A. (50% 50% interest - 50.00 7,447
Chile, S.A. owner of a 370 MW gas-fired power plant in
Chile)

Entergy S.A. Central Costanera S.A. 6% capital stock 8,081,160 6.00 10,527,014
interest
(Owner of a 1,260 MW fossil-fuel
steam electric generating facility
located in Buenos Aires, Argentina)

Entergy Power Central Termoelectric Buenos Aires, S.A. 7.8% capital stock 3,301,378 7.80 3,673,508
CBA Holding Ltd. interest
(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% capital stock 55,671,721 4.80 14,729,993
interest
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)

Entergy First Pacific Networks, Inc. Common Stock, 1,715,235 7.9 -
Enterprises, Inc. ( A communications company that was (.001 Par)
developing jointly with Entergy utility
applications of patented communication
technology)

Entergy Australia United Energy Limited (An electric Common Stock 1,000 -
DB 1A Pty Limited distribution utility serving customers in 1,929
the State of Victoria, Australia)

Entergy UK National Grid Group plc (A holding company American 100 -
Enterprises Limited whose primary subsidiary is the sole Depositary 3,555
independent transmission company for England Receipts
and Wales)

</TABLE>

<PAGE>
ITEM 6. OFFICERS AND DIRECTORS

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

ETR = Entergy Corporation
EAI = Entergy Arkansas, Inc.
EGSI = Entergy Gulf States, Inc.
ELI = Entergy Louisiana, Inc.
EMI = Entergy Mississippi, Inc.
ENOI = Entergy New Orleans, Inc.
ESI = Entergy Services, Inc.
EIL = Entergy International Ltd. LLC

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
As of December 31, 1999 ETR EAI EGSI ELI EMI ENOI ESI EIL

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
W. Frank Blount D
105 Flyway Drive
Kiawah, SC 29455
Tracie L. Boutte VP
639 Loyola Avenue
New Orleans, LA 70113
S.M. Henry Brown, Jr. VP
1776 Eye St., NW
Suite 275
Washington, D.C. 20006
James D. Bruno VP VP VP
446 North Boulevard
Baton Rouge, LA 70802
C. Gary Clary SVP SVP SVP SVP SVP SVP
639 Loyola Avenue
New Orleans, LA 70113
Elaine Coleman VP
1600 Perdido Street
Building 505
New Orleans, LA 70112
E. Renae Conley VP
639 Loyola Avenue
New Orleans, LA 70113
Bill F. Cossar VP
P.O. Box 1640
Jackson, MS 39215-1640
Robert L. Cushman VP
10055 Grogan's Mill Road
Suite 150
The Woodlands, TX 77380
George W. Davis D
4824 Smallwood Road, Apt 26
Columbia, SC 29223
Leo P. Denault VP
639 Loyola Avenue
New Orleans, LA 70113
Joseph F. Domino P
350 Pine Street CEO
Beaumont, TX 77701 D
Murphy A. Dreher VP VP VP
446 North Boulevard
Baton Rouge, LA 70802
John A. Dubret VP
1450 Poydras Street
New Orleans 70113
Johnny D. Ervin VP
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
Frank F. Gallaher SVP SVP SVP SVP SVP SVP SVP
639 Loyola Avenue
New Orleans, LA 70113
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 VP
446 N. Boulevard
Baton Rouge, LA 70802
Joseph T. Henderson VP VP VP VP VP VP VP VP
639 Loyola Avenue GTC GTC GTC GTC GTC GTC GTC GTC
New Orleans, LA 70113
Donald C. Hintz P D D D D D P
639 Loyola Avenue COB
New Orleans, LA 70113
Jill I. Israel VP
639 Loyola Avenue
New Orleans, LA 70113
Jerry D. Jackson EVP P P EVP
4809 Jefferson Hwy. CEO CEO D
Jefferson, LA 70121 COB COB
J. F. Kenney VP
10055 Grogan's Mill Road
Suite 300
The Woodlands, TX 77380
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
Kimberly Y. Lee VP
639 Loyola Avenue
New Orleans, LA 70113
Peter H. Lendrum VP
639 Loyola Avenue
New Orleans, LA 70113
J. Wayne Leonard CEO CEO
639 Loyola Avenue D
New Orleans, LA 70113
Robert v.d. Luft COB
639 Loyola Avenue
New Orleans, LA 70113
Jerry L. Maulden (a) VC
P.O. Box 551
Little Rock, AR 72203
J. Parker McCollough VP
919 Congress Avenue
Suite 740
Austin, TX 78701
Hugh T. McDonald SVP
639 Loyola Avenue
New Orleans, LA 70113
Kinnaird R. McKee D
214 S. Morris St.
Oxford, MD 21654
Thomas F. McLarty, III D
425 W. Capitol Avenue
Suite 3810
Little Rock, AR 72201
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
Phillip R. Miracle VP
639 Loyola Avenue
New Orleans, LA 70113
Nancy C. Morovich VP
639 Loyola Avenue
New Orleans, LA 70113
Paul W. Murrill D
206 Sunset Blvd.
Baton Rouge, LA 70808
James M. Neikirk VP
639 Loyola Avenue CPO
New Orleans, LA 70113
James R. Nichols D
50 Congress Street, Suite 832
Boston, MA 2109
Phillip Orton VP
639 Loyola Avenue CIO
New Orleans, LA 70113
Eugene H. Owen D
8755 Goodwood Blvd.
Baton Rouge, LA 70806
Daniel F. Packer P
639 Loyola Avenue COB
New Orleans, LA 70113 CEO
William A. Percy, III (b) D
1200 Old Leland Road
Greenville, MS 38701
Dennis H. Reilley D
39 Old Ridgebury Road
Danbury, CT 06810
Deanna D. Rodriguez VP
639 Loyola Avenue
New Orleans, LA 70113
Carolyn C. Shanks P
308 E. Pearl Street CEO
Jackson, MS 32901 COB
Richard J. Smith SVP
639 Loyola Avenue
New Orleans, LA 70113
Wm. Clifford Smith D
P.O. Box 2266
Houma, LA 70361
Bismark A. Steinhagen D
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
Horace S. Webb SVP
639 Loyola Avenue
New Orleans, LA 70113
C. John Wilder EVP EVP EVP EVP EVP EVP EVP CFO
639 Loyola Avenue CFO CFO CFO CFO CFO CFO CFO P
New Orleans, LA 70113 D D D D D D
Thomas J. Wright COB
425 W. Capitol P
Little Rock, AR 72201 CEO
Jerry W. Yelverton EVP
1340 Echelon Parkway CNO
Jackson, MS 39213
John H. Zemanek VP
639 Loyola Avenue
New Orleans, LA 70113

</TABLE>

a) Mr. Maulden retired effective December 31, 1999.
b) Mr. Percy was elected to the Board of Directors on January 16, 2000.

COB = Chairman of the Board CAO = Chief Accounting Officer
VC = Vice Chairman CFO = Chief Financial Officer
CEO = Chief Executive Officer CIO = Chief Information Officer
P = President CNO = Chief Nuclear Officer
SVP = Senior Vice President CPO = Chief Procurement Officer
EVP = Executive Vice President CRO = Chief Risk Officer
VP = Vice President T = Treasurer
D = Director S = Secretary
GTC = General Tax Counsel GC = General Counsel

<PAGE>
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.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
As of December 31, 1999 SERI EOI EPI SFI VARI POGI SGRC GSG&T
Christopher J. Bernard GC
10055 Grogan's Mill Road
The Woodlands, TX 77380
Joseph L. Blount S S
1340 Echelon Parkway
Jackson, MS 39213
C. Gary Clary SVP
639 Loyola Avenue
New Orleans, LA 70113
Charles M. Dugger VP
17265 River Road
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
Dale K. Furrow CRO
10055 Grogan's Mill Road
The Woodlands, TX 77380
Joseph T. Henderson VP VP VP VP VP VP VP VP
639 Loyola Avenue GTC GTC GTC GTC GTC GTC GTC GTC
New Orleans, LA 70113
Donald C. Hintz D D D D D D D
639 Loyola Avenue
New Orleans, LA 70113
C. Randy Hutchinson VP
Route 3, Box 137G
Russellville, AR 72802
Michael R. Kansler VP
1340 Echelon Parkway
Jackson, MS 39213
J. F. Kenney P P P P P
10055 Grogan's Mill Road CEO CEO CEO CEO CEO
Suite 300 COB COB COB COB COB
The Woodlands, TX 77380
Nathan E. Langston VP VP
639 Loyola Avenue CAO CAO
New Orleans, LA 70113
John R. McGaha EVP
P. O. Box 220 COO
St. Francisville, LA 70775
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
Geoffrey D. Roberts P
10055 Grogan's Mill Road CEO
The Woodlands, TX 77380 D
Michael G. Thompson S SVP SVP SVP SVP SVP
639 Loyola Avenue D S S S S S
New Orleans, LA 70113 SVP
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 D D D D D D D
Jerry W. Yelverton COB COB
1340 Echelon Parkway P P
Jackson, MS 39213 CEO CEO
</TABLE>

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 CRO = Chief Risk Officer
EVP = Executive Vice President GC = General Counsel
VP = Vice President GTC = General Tax Counsel
T = Treasurer
S = Secretary
D = Director

<PAGE>

EEI = Entergy Enterprises, Inc.
EOSI = Entergy Operations Services, Inc.
EHI = Entergy Holdings, 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 Corp.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
As of December 31, 1999 EEI EOSI EHI ENI EPDC EPGC EPIHC EPMC

Robert M. Bellamy VP
600 Rocky Hill Road
Duxburg, MA 02331
Christopher J. Bernard GC
10055 Grogan's Mill Road
The Woodlands, TX 77380
Robert J. Cushman VP VP VP
10055 Grogan's Mill Road
The Woodlands, TX 77380
Frederick M. Davidson VP
10055 Grogan's Mill Road
The Woodlands, TX 77380
Hamid Fatemi VP VP
14 Floor, 2 George Yard
Lombard Street
London, UK EC3V9DH
Lawrence S. Folks VP VP VP
4 Park Plaza, Suite 2000
Irvine, CA 92614
William R. Ford, Jr. VP VP
16 Tivoy Avenue
Rose Bay
Australia NSW 2029
Dale K. Furrow VP VP VP CRO
10055 Grogan's Mill Road VP
The Woodlands, TX 77380
Frank F. Gallaher COB
639 Loyola Avenue CEO
New Orleans, LA 70113 P
Turgay Gurun VP VP VP
14 Floor, 2 George Yard
Lombard Street
London, UK EC3V9DH
Joseph T. Henderson VP VP VP VP VP VP VP VP
639 Loyola Avenue GTC GTC GTC GTC GTC GTC GTC GTC
New Orleans, LA 70113
Donald C. Hintz D D D D D D
639 Loyola Avenue
New Orleans, LA 70113
Margarita G. Jannasch VP VP VP
10055 Grogan's Mill Road
The Woodlands, TX 77380
Danny R. Keuter VP
1340 Echelon Parkway
Jackson, MS 39213
John J. Ludwig VP VP VP
10055 Grogan's Mill Road
The Woodlands, TX 77380
Steven C. McNeal VP VP VP VP VP VP VP T
639 Loyola Avenue T T T T T T T
New Orleans, LA 70113
Robert J. Moore VP P VP VP
10055 Grogan's Mill Road COB
The Woodlands, TX 77380
Frederick Nugent VP VP VP VP VP
10055 Grogan's Mill Road GC GC
The Woodlands, TX 77380
Geoffrey D. Roberts P P P P P
10055 Grogan's Mill Road D D D D D
The Woodlands, TX 77380
David Stoner VP VP
2 George Yard Lombard
London, UK EC3V9DH
Michael G. Thompson SVP SVP SVP SVP SVP SVP SVP SVP
639 Loyola Avenue S S S S S S S S
New Orleans, LA 70113 GC D D
Paul J. Wielgus SVP SVP
10055 Grogan's Mill Road
The Woodlands, TX 77380
C. John Wilder D EVP D EVP D D D D
639 Loyola Avenue CFO CFO EVP EVP EVP
New Orleans, LA 70113 D D CFO
Jerry W. Yelverton P
1340 Echelon Parkway COB
Jackson, MS 39213 CEO
</TABLE>

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 CRO = Chief Risk Officer
EVP = Executive Vice President GC = General Counsel
VP = Vice President

<PAGE>

EGPOC = Entergy Global Power Operations Corporation
ETHC = Entergy Technology Holding Company
ENHC1 = Entergy Nuclear Holding Company # 1.
EPHUSA = Entergy Power Holdings USA Corp.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
As of December 31, 1999 EGPOC ETHC ENHC1 EPHUSA
Douglas Castleberry VP
425 W. Capitol
Little Rock, AR 72201
Robert J. Cushman VP
10055 Grogan's Mill Road
The Woodlands, TX 77380
Cynthia Dyer D
10055 Grogan's Mill Road
The Woodlands, TX 77380
Lawrence S. Folks VP
4 Park Plaza Suite 2000
Irvine, CA 92614
Joseph T. Henderson VP VP VP VP
639 Loyola Avenue GTC GTC GTC GTC
New Orleans, LA 70113
Donald C. Hintz COB D
639 Loyola Avenue
New Orleans, LA 70113
Nathan E. Langston VP
639 Loyola Avenue CAO
New Orleans, LA 70113
John J. Ludwig VP
10055 Grogan's Mill Road
The Woodlands, TX 77380
Steven C. McNeal VP VP VP
639 Loyola Avenue T T T
New Orleans, LA 70113
Frederick Nugent VP VP
10055 Grogan's Mill Road S
The Woodlands, TX 77380 D
Geoffrey D. Roberts D P
10055 Grogan's Mill Road P D
The Woodlands, TX 77380
Michael G. Thompson SVP SVP SVP
639 Loyola Avenue S S S
New Orleans, LA 70113 D
C. John Wilder EVP CFO CFO
639 Loyola Avenue D P EVP
New Orleans, LA 70113 D D
Jerry W. Yelverton P
1340 Echelon Parkway COB
Jackson, MS 39213 CEO

</TABLE>

COB = Chairman of the Board CAO = Chief Accounting Officer
CEO = Chief Executive Officer CFO = Chief Financial Officer
P = President GC = General Counsel
SVP = Senior Vice President GTC = General Tax Council
VP = Vice President S = Secretary
T = Treasurer D = Director

<PAGE>
ITEM 6. Part II - Financial Connections

As of December 31, 1999

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

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

National Australia Bank Director 70(b)
Melbourne, Australia

Norman C. Francis Liberty Bank and Trust Director 70(a)
New Orleans, LA

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

<PAGE>

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, 1999 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 Global Power Operations Corporation, Entergy
Power, Inc., Entergy Power Generation Corporation, Entergy Power
Marketing Corp., Entergy Power Development Corporation, Entergy
Holdings, Inc., Entergy Nuclear, Inc., Entergy Nuclear Holding Company
#1, Entergy Power Holdings USA Corporation, 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"). This determination
was based on total annual base salary and bonuses from all Entergy
sources earned during the year 1999. 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 1999 $330,000 $506,696 $78,125(f) (b) 27,000 shares $42,007
1998 339,731 396,500 741,681(f) (b) 2,500 11,895
1997 314,154 0 734,368(f) (b) 5,000 11,736

Charles J. Brown, III 1999 $293,652 $258,488 $20,736 (b) 16,200 shares $ 0
1998 273,762 178,429 90,713(f) (b) 1,250 22,355
1997 212,412 73,810 387,833(f) (b) 2,500 4,936

Douglas R. Castleberry 1999 $134,543 $50,750 $ 0 (b) 5,700 shares $4,371
1998 149,254 20,000 1,357 (b) 0 4,310
1997 101,798 30,153 0 (b) 0 0

C. Gary Clary 1999 $254,080 $193,423 $ 0 (b) 28,025 shares $8,012
1998 226,662 168,089 9,959 (b) 1,250 5,017
1997 170,731 36,086 23,072 (b) 2,500 5,122

John J. Cordaro (e) 1999 $ 53,506 $11,815 $2,698 (b) 0 shares $1,305,083
1998 227,556 67,211 45,209 (b) 1,250 5,833
1997 206,410 0 37,986 (b) 2,500 6,192

Robert J. Cushman 1999 $268,176 $341,495 $28,572 (b) 23,500 shares $29,463
1998 251,925 261,638 72,881 (b) 1,250 9,432
1997 209,261 83,350 146,494(f) (b) 2,500 65,898

Frederick M. Davidson 1999 $210,000 $200,600 $15,475 (b) 0 shares $34,161
1998 168,077 50,000 0 (b) 0 0
1997 40,423 48,450 0 (b) 0 0

</TABLE>
<PAGE>
<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>
Joseph F. Domino 1999 $223,569 $200,210 $7,072 (b) 13,487 shares $6,838
CEO, TX - EGSI 1998 164,011 39,492 4,558 (b) 0 5,409
1997 138,374 0 16,205 (b) 0 0

Lawrence S. Folks 1999 $239,533 $247,917 $800 (b) 20,500 shares $6,228
1998 233,507 80,155 9,583 (b) 1,250 7,604
1997 214,768 85,584 21,163 (b) 2,500 6,321

Gary Fuqua (e) 1999 $152,173 $22,640 $ 404 (b) 11,750 shares $ 0
1998 105,112 194,187 18,682 (b) 0 23,984

Frank F. Gallaher 1999 $401,161 $303,855 $38,496 (b) 39,500 shares $13,545
CEO - EOSI 1998 382,829 280,747 89,137 (b) 2,500 12,396
1997 327,385 0 11,132 (b) 5,000 9,822

Laurence M. Hamric 1999 $197,807 $90,000 $1,703 (b) 4,700 shares $5,968
1998 188,609 96,151 9,578 (b) 0 4,829
1997 164,005 0 5,135 (b) 0 4,992

Joseph T. Henderson 1999 $222,115 $201,100 $36,004 (b) 7,500 shares $21,983

Donald C. Hintz 1999 $535,713 $495,000 $76,188 (b) 272,000 shares $22,156
1998 423,379 310,571 28,508 (b) 2,500 14,236
1997 365,077 0 18,245 (b) 5,000 10,952

Jerry D. Jackson 1999 $442,809 $403,554 $39,670 (b) 94,000 shares $15,497
CEO - ELI 1998 408,456 348,156 59,630 (b) 2,500 13,849
CEO, LA - EGSI 1997 342,077 0 56,359 (b) 5,000 10,262

R. Drake Keith (e) 1999 $144,017 $85,544 $3,785 (b) 16,750 shares $144,801
1998 289,145 165,582 67,239 (b) 1,250 10,259
1997 276,728 0 41,230 (b) 2,500 8,292

James F. Kenney 1999 $200,947 $105,035 $26,259 (b) 14,250 shares $6,089
CEO - SFI, VARI 1998 189,725 112,948 40,766 (b) 1,250 4,863
POGI, SGRC, and 1997 171,605 39,818 27,299 (b) 2,500 13,806
GSG&T

Danny R. Keuter 1999 $180,892 $132,500 $ 0 (b) 7,050 shares $4,800
1998 154,777 42,961 5,280 (b) 0 0
1997 139,449 0 20,517 (b) 0 57,270

Nathan E. Langston 1999 $193,462 $178,400 $23,613 (b) 15,400 shares $4,800
1998 158,563 111,125 21,953 (b) 0 5,243
1997 131,660 10,504 17,462 (b) 0 0

J. Wayne Leonard 1999 $771,938 $840,000 $2,570 (b) 255,000 shares $ 0
CEO - ETR, ESI 1998 412,843 1,145,416 65,787(f) $796,860(b)(d) 0 18,125

John J. Ludwig 1999 $235,005 $205,171 $90,710 (b) 20,500 shares $95,845
1998 225,038 70,293 37,513 (b) 0 6,392
1997 206,343 81,900 57,788 (b) 0 43,583

</TABLE>
<PAGE>
<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>
Shahid J. Malik (e) 1999 $301,714 $275,000 $ 0 (b) 29,700 shares $4,953
1998 325,283 0 11,015 $595,000(b)(d) 1,250 9,288
1997 164,364 68,415 19,986 (b) 0 0

Jerry L. Maulden (e) 1999 $475,939 $428,345 $121,089 (b) 47,000 shares $18,833
1998 476,287 388,022 42,712 (b) 2,500 17,782
1997 445,615 0 67,485 (b) 5,000 13,369

John R. McGaha 1999 $269,381 $173,619 $3,297 (b) 21,750 shares $7,806
1998 213,724 129,348 41,423 (b) 0 4,900
1997 177,172 51,101 12,639 (b) 2,500 5,315

Steven C. McNeal 1999 $171,077 $78,100 $ 0 (b) 5,925 shares $4,800
1998 154,721 94,400 4,432 (b) 0 5,145
1997 122,474 9,818 14,237 (b) 0 0

Donald E. Meiners (e) 1999 $180,342 $84,552 $27,682 (b) 16,750 shares $1,198,504
1998 268,345 148,734 60,353 (b) 1,250 9,388
1997 255,410 0 33,748 (b) 2,500 7,662

Robert J. Moore 1999 $177,944 $113,000 $91,334(f) (b) 5,700 shares $39,391
1998 157,813 42,600 60,768 (b) 0 7,909
1997 30,577 91,672 0 (b) 0 12,619

Frederick Nugent 1999 $198,472 $172,175 $103,265(f) (b) 12,050 shares $63,739
1998 187,811 78,122 31,885 (b) 0 12,785
1997 166,089 70,363 75,529 (b) 0 67,111

Daniel F. Packer 1999 $211,055 $127,920 $10,517 (b) 16,750 shares $6,583
CEO - ENOI 1998 170,326 123,513 54,208(f) (b) 0 4,018
1997 147,077 0 96,097(f) (b) 0 3,028

James R. Rider (e) 1999 $127,357 $61,690 $16,199 (b) 11,750 shares $1,458,172
1998 194,926 128,589 36,770 (b) 1,250 4,756
1997 172,826 40,898 29,547 (b) 2,500 5,185

Geoffrey D. Roberts 1999 $351,442 $682,500 $ 0 $1,122,480(b)(c) 180,000 shares $ 0
CEO - EPI

Carolyn C. Shanks 1999 $208,931 $133,950 $2,549 (b) 11,050 shares $4,800
CEO - EMI 1998 144,798 41,394 3,901 (b) 0 4,340
1997 118,124 1,110 14,841 (b) 0 3,267

David A. Stoner 1999 $204,798 $471,446 $205,508(f) (b) 21,375 shares $16,517
1998 171,766 74,300 294,730(f) (b) 0 15,833

Michael G. Thompson 1999 $336,378 $254,910 $53,407 (b) 28,700 shares $11,280
1998 309,958 283,935 25,200 $60,874(b)(d) 2,500 10,091
1997 259,315 0 12,856 (b) 5,000 7,729

C. John Wilder 1999 $445,191 $406,693 $119,878 (b) 52,500 shares $20,035
1998 201,413 513,106 7,255 $758,560(b)(d) 0 3,300

</TABLE>
<PAGE>
<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>
Thomas J. Wright 1999 $263,120 $225,458 $159,653(f) (b) 18,999 shares $32,356
CEO - EAI 1998 234,361 757,045(g) 519,610(f) (b) 0 20,833
1997 210,070 89,232 279,188(f) (b) 0 6,102

Jerry W. Yelverton 1999 $363,997 $328,500 $8,036 (b) 49,400 shares $11,286
CEO - System Energy, 1998 282,410 184,959 22,068 (b) 1,250 8,886
EOI, ENI, and 1997 227,928 0 19,143 (b) 2,500 6,954
ENHC#1

</TABLE>
(a) Includes the following:

(1) 1999 benefit accruals under the Defined Contribution Restoration Plan
as follows: Mr. Bemis $6,876; Mr. Clary $3,212; Mr. Cordaro $638;
Mr. Cushman $3,648; Mr. Domino $2,038; Mr. Folks $150;
Mr. Gallaher $8,745; Mr. Hamric $1,168; Mr. Henderson $1,866;
Mr. Hintz $13,493; Mr. Jackson $10,697; Mr. Keith $273; Mr. Kenney
$1,289; Mr. Malik $553; Mr. Maulden $14,033; Mr. McGaha $3,006;
Mr. Meiners $457; Mr. Packer $1,783; Mr. Rider $280; Mr. Thompson
$6,480; Mr. Wilder $8,832; Mr. Wright $164; and Mr. Yelverton
$6,486.

(2) 1999 employer contributions to the System Savings Plan as follows:
Mr. Bemis $4,800; Mr. Castleberry $4,371; Mr. Clary $4,800;
Mr. Cordaro $1,471; Mr. Cushman $4,497; Mr. Davidson $6,300;
Mr. Domino $4,800; Mr. Folks $6,078; Mr. Gallaher $4,800;
Mr. Hamric $4,800; Mr. Henderson $40; Mr. Hintz $4,800;
Mr. Jackson $4,800; Mr. Ludwig $6,505; Mr. Keith $3,187;
Mr. Kenney $4,800; Mr. Keuter $4,800; Mr. Langston $4,800;
Mr. Malik $4,400; Mr. Maulden $4,800; Mr. McGaha $4,800;
Mr. McNeal $4,800; Mr. Meiners $4,263; Mr. Moore $5,108;
Mr. Nugent $5,471; Mr. Packer $4,800; Mr. Rider $3,055;
Ms. Shanks $4,800; Mr. Stoner $5,172; Mr. Thompson $4,800;
Mr. Wilder $4,400; Mr. Wright $5,810; and Mr. Yelverton $4,800.

(3) 1999 reimbursements for moving expenses are as follows: Mr. Bemis
$30,331; Mr. Cushman $21,318; Mr. Davidson $27,861;
Mr. Henderson $20,077; Mr. Hintz $3,863; Mr. Ludwig $89,340;
Mr. Moore $34,283; Mr. Nugent $58,268; Mr. Stoner $11,345;
Mr. Wilder $6,803; and Mr. Wright $26,382.

(4) 1999 payments to retired Named Executive Officers under the
executive pension plans were as follows: Mr. Cordaro and
Mr. Meiners received lump sum payments under the Post Retirement
Plan and Pension Equalization Plan totaling $1,302,974 and
$1,169,071, respectively. Mr. Meiners also received $24,713
from the Defined Contribution Restoration Plan. Mr. Keith
received payments under the Post Retirement and the Pension
Equalization Plan of $141,341. Mr. Rider received a lump sum
payment of $1,452,164 from the System Executive Retirement
Plan and $2,673 from the Defined Contribution Restoration Plan.

(b) There were no restricted stock awards in 1999 under the Equity Ownership
Plan. At December 31, 1999, the number and value of the aggregate
restricted stock holdings were as follows: Mr. Bemis 5,223 shares,
$134,492; Mr. Clary 12,945 shares, $333,334; Mr. Cordaro 1,626 shares,
$41,870; Mr. Cushman 4,500 shares, $115,875; Mr. Domino 3,002 shares,
$77,302; Mr. Folks 6,750 shares, $173,813; Mr. Gallaher 7,497 shares,
$193,048; Mr. Henderson 3,948 shares, $101,661; Mr. Hintz 27,006 shares,
$695,405; Mr. Jackson 27,000 shares, $695,250; Mr. Keith 1,992 shares,
$51,294; Mr. Kenney 4,500 shares, $115,875; Mr. Keuter 1,754 shares,
$45,166; Mr. Langston 3,380 shares, $87,035; Mr. Leonard 75,080 shares,
$1,933,310; Mr. Ludwig 6,750 shares, $173,813; Mr. Maulden 8,993
shares, $231,570; Mr. McGaha 4,500 shares, $115,875; Mr. Meiners
2,243 shares, $57,757; Mr. Packer 4,500 shares, $115,875; Mr. Rider
2,243 shares, $57,757; Mr. Roberts 56,554 shares, $1,456,266; Ms. Shanks
2,382 shares, $61,337; Mr. Stoner 6,560 shares, $168,920; Mr. Thompson
14,834 shares, $381,976; Mr. Wilder 39,111 shares, $1,007,108;
Mr. Wright 4,500 shares, $115,875; and Mr. Yelverton 11,505 shares,
$296,254. Accumulated dividends are paid on restricted stock when
vested. No restrictions were lifted in 1999, 1998, and 1997 under the
Equity Ownership Plan. The value of restricted stock holdings as of
December 31, 1999 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, 1999 ($25.75 per share).

(c) In addition to the restricted shares granted under the Equity Ownership
Plan, in 1999 Mr. Roberts was granted 40,000 additional restricted shares.
Restricted shares awarded will vest incrementally over a five-year period,
beginning in 2000, based on continued service with Entergy Corporation.
Restrictions will be lifted annually. The value Mr. Roberts may realize
is dependent upon both the number of shares that vest and the future
market price of Entergy Corporation common stock. Accumulated
dividends will be paid on Mr. Roberts' shares when vested.

(d) In addition to the restricted shares granted under the Equity
Ownership Plan, in 1998 Mr. Leonard, Mr. Malik, Mr. Wilder and Mr.
Thompson were granted 30,000, 20,000, 26,000 and 2,000 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. Malik vested in 6,666 of the
restricted shares in 1999 and forfeited the remainder. The value
Mr. Leonard, Mr. Wilder and Mr. Thompson may realize is dependent
upon both the number of shares that vest and the future market
price of Entergy Corporation common stock. Accumulated dividends
will not be paid on Mr. Leonard's 30,000 shares and 21,000 shares
of Mr. Wilder's restricted stock when vested. Accumulated
dividends will be paid on 5,000 shares of Mr. Wilder's restricted
stock and all of Mr. Thompson's restricted stock when vested.

(e) Mr. Cordaro is the former Chief Executive Officer of Entergy Gulf
States, LA and Entergy Louisiana. Mr. Fuqua is the former Chief
Executive Officer of Entergy Holdings, Inc. Mr. Keith is the
former Chief Executive Officer of Entergy Arkansas. Mr. Maulden
retired effective December 31, 1999, but had no organizational
responsibilities effective April 1, 1999. Mr. Malik is the former
Chief Executive Officer of Entergy Power, Inc. and Entergy Power
Marketing Corporation. Mr. Meiners is the former Chief Executive
Officer of Entergy Mississippi. Mr. Rider is the former Chief
Executive Officer of Entergy Operations Systems, Inc.

(f) Includes approximately $72,000 in 1999, $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 closing costs of
approximately $51,000 in 1999 for Mr. Moore. Includes
approximately $64,000 related to closing costs for Mr. Nugent in
1999. Includes Mr. Packer's living expenses of approximately
$24,000 in 1998 and $68,000 in 1997, including taxes and housing.
Includes approximately $171,000 in 1999 and $295,000 in 1998
related to various overseas living expenses associated with Mr.
Stoner's assignment in London. Includes approximately $30,000 in
1999, $465,000 in 1998, and $236,000 in 1997 related to various
overseas living expenses associated with Mr. Wright's assignments
in London and Australia.

(g) Includes approximately $596,000 of performance bonus for service
years 1996-1998. A portion of the bonus was paid during 1999 with
the remaining amount to be paid in 2000.

Option Grants in 1999

The following table summarizes option grants during 1999 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 (h)
Name Granted 1999 share) (g) Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Michael B. Bemis 27,000 (a) 0.5% $ 29.9375 1/28/09 $508,343 $1,288,242
Charles J. Brown, III 16,200 (a) 0.3% 29.9375 1/28/09 305,006 772,945
Douglas R. Castleberry 5,700 (a) 0.1% 29.9375 1/28/09 107,317 271,962
C. Gary Clary 28,025 (a) 0.5% 29.9375 1/28/09 527,642 1,337,147
Robert J. Cushman 23,500 (a) 0.4% 29.9375 1/28/09 442,447 1,121,247
Joseph F. Domino 13,487 (a) 0.3% 29.9375 1/28/09 253,928 643,503
Lawrence S. Folks 20,500 (a) 0.4% 29.9375 1/28/09 385,964 978,110
Gary S. Fuqua 11,750 (a) 0.2% 29.9375 1/28/09 221,224 560,624
Frank F. Gallaher 39,500 (a) 0.7% 29.9375 1/28/09 743,688 1,884,650
Laurence M. Hamric 4,700 (a) 0.1% 29.9375 1/28/09 88,489 224,250
Joseph T. Henderson 7,500 (b) 0.1% 28.8750 3/08/09 136,195 345,145
Donald C. Hintz 72,000 (a) 1.3% 29.9375 1/28/09 1,355,582 3,435,312
Donald C. Hintz 200,000 (c) 3.7% 30.4375 2/01/09 3,828,396 9,701,907
Jerry D. Jackson 94,000 (a) 1.8% 29.9375 1/28/09 1,769,788 4,484,991
R. Drake Keith 16,750 (a) 0.3% 29.9375 1/28/09 315,361 799,187
James F. Kenney 14,250 (a) 0.3% 29.9375 1/28/09 268,292 679,905
Danny R. Keuter 7,050 (a) 0.1% 29.9375 1/28/09 132,734 336,374
Nathan E. Langston 15,400 (a) 0.3% 29.9375 1/28/09 289,944 734,775
J. Wayne Leonard 255,000 (a) 4.8% 29.9375 1/28/09 4,801,021 12,166,730
John J. Ludwig 20,500 (a) 0.4% 29.9375 1/28/09 385,964 978,110
Shahid J. Malik 29,700 (a) 0.6% 29.9375 1/28/09 559,178 1,417,066
Jerry L. Maulden 47,000 (a) 0.9% 29.9375 1/28/09 884,894 2,242,495
John R. McGaha 21,750 (a) 0.4% 29.9375 1/28/09 409,499 1,037,750
Steven C. McNeal 5,925 (a) 0.1% 29.9375 1/28/09 111,561 282,719
Donald E. Meiners 16,750 (a) 0.3% 29.9375 1/28/09 315,361 799,187
Robert J. Moore 5,700 (a) 0.1% 29.9375 1/28/09 107,317 271,962
Frederick F. Nugent 7,050 (a) 0.1% 29.9375 1/28/09 132,734 336,374
Frederick F. Nugent 5,000 (d) 0.1% 30.2500 7/29/09 95,120 241,054
Daniel F. Packer 16,750 (a) 0.3% 29.9375 1/28/09 315,361 799,187
James R. Rider 11,750 (a) 0.2% 29.9375 1/28/09 221,224 560,624
Geoffrey D. Roberts 150,000 (e) 2.8% 28.0625 3/01/09 2,647,253 6,708,660
Geoffrey D. Roberts 30,000 (f) 0.6% 28.0625 3/01/09 529,451 1,341,732
Carolyn C. Shanks 11,050 (a) 0.2% 29.9375 1/28/09 208,044 527,225
David A. Stoner 21,375 (a) 0.4% 29.9375 1/28/09 402,447 1,019,880
Michael G. Thompson 28,700 (a) 0.5% 29.9375 1/28/09 540,350 1,369,353
C. John Wilder 52,500 (a) 1.0% 29.9375 1/28/09 988,454 2,504,936
Thomas J. Wright 18,999 (a) 0.4% 29.9375 1/28/09 357,706 906,498
Jerry W. Yelverton 49,400 (a) 0.9% 29.9375 1/28/09 930,089 2,357,027

</TABLE>

(a) Options were granted on January 28, 1999, pursuant to the Equity
Ownership Plan. These options will vest in equal increments, annually,
over a three-year period beginning in 2000.

(b) Options were granted on March 8, 1999. These options will vest in equal
increments, annually, over a three-year period beginning in 2000.

(c) Options were granted on February 1, 1999. These options will vest in
equal increments, annually, over a five-year period beginning in 2000.

(d) Options were granted on July 29, 1999. These options will vest in equal
increments, annually, over a three-year period beginning in 2000.

(e) Options were granted on March 1, 1999. These options will vest in equal
increments, annually, over a four-year period beginning in 2000.

(f) Options were granted on March 1, 1999. These options will vest in equal
increments, annually, over a three-year period beginning in 2000.

(g) All options granted have an exercise price equal to the closing price of
Entergy Corporation common stock on the New York Stock Exchange Composite
Transactions on the date granted.

(h) 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 1999 and December 31, 1999 Option Values

The following table summarizes the number and value of options
exercised during 1999, 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, 1999 as of December 31, 1999(b)
Name on Exercise Realized (a) Exercisable Unexercisable Exercisable Unexercisable

<S> <C> <C> <C> <C> <C> <C>
Michael B. Bemis - $ - 22,500 27,000 $ 5,938 $ -
Charles J. Brown, III 5,000 7,498 - - - -
Douglas R. Castleberry - - - 5,700 - -
C. Gary Clary - - 3,750 28,025 - -
Robert J. Cushman - - 3,750 23,500 - -
Joseph F. Domino - - 1,500 13,487 3,375 -
Lawrence S. Folks - - 3,750 20,500 - -
Frank F. Gallaher - - 45,000 39,500 127,813 -
Laurence M. Hamric 1,500 3,843 - 4,700 - -
Joseph T. Henderson - - - 7,500 - -
Donald C. Hintz - - 55,000 272,000 133,750 -
Jerry D. Jackson - - 51,911 94,000 121,875 -
James F. Kenney - - 11,250 14,250 5,938 -
Danny R. Keuter - - - 7,050 - -
Nathan E. Langston - - 1,500 15,400 3,375 -
J. Wayne Leonard - - - 255,000 - -
John J. Ludwig - - - 20,500 - -
Shahid J. Malik 3,750 6,719 - - - -
Jerry L. Maulden - - 32,500 47,000 11,875 -
John R. McGaha - - 5,750 21,750 4,500 -
Steven C. McNeal - - 1,500 5,925 3,375 -
Donald E. Meiners - - 11,250 16,750 - -
Robert J. Moore - - - 5,700 - -
Frederick F. Nugent - - - 12,050 - -
Daniel F. Packer - - - 16,750 - -
James R. Rider - - 1,250 11,750 - -
Geoffrey D. Roberts - - - 180,000 - -
Carolyn C. Shanks - - - 11,050 - -
David A. Stoner - - - 21,375 - -
Michael G. Thompson - - 20,000 28,700 5,938 -
C. John Wilder - - - 52,500 - -
Thomas J. Wright - - - 18,999 - -
Jerry W. Yelverton - - 8,250 49,400 4,500 -

</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, 1999, and the option exercise price.

Pension Plan Tables

Retirement Income Plan Table

Annual
Covered Years of Service
Compensation 15 20 25 30 35
$100,000 $ 22,500 $ 30,000 $ 37,500 $ 45,000 $ 52,000
200,000 45,500 60,000 75,000 90,000 105,000
300,000 67,500 90,000 112,500 135,000 157,500
400,000 90,000 120,000 150,000 180,000 210,000
500,000 112,500 150,000 187,500 225,000 262,500
650,000 146,250 195,000 243,750 292,500 341,250
950,000 213,750 285,000 356,250 427,500 498,750

All of the Named Executive Officers participate in a Retirement
Income Plan, a defined benefit plan, that provides a benefit for
employees at retirement from Entergy based upon (1) generally all years
of service beginning at age 21 through termination, with a forty-year
maximum, multiplied by (2) 1.5%, multiplied by (3) the final average
compensation. Final average compensation is based on the highest
consecutive 60 months of covered compensation in the last 120 months of
service. The normal form of benefit for a single employee is a lifetime
annuity and for a married employee is a 50% joint and survivor annuity.
Other actuarially equivalent options are available to each retiree.
Retirement benefits are not subject to any deduction for Social Security
or other offset amounts. The amount of the Named Executive Officers'
annual compensation covered by the plan as of December 31, 1999, 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, 1999, for the Named Executive
Officers is as follows: Mr. Brown 4, Mr. Castleberry 15, Mr. Davidson 2,
Mr. Domino 29, Mr. Folks 5, Mr. Fuqua 1, Mr. Gallaher 30, Mr. Hamric 6,
Mr. Henderson 1, Mr. Langston 28, Mr. Leonard 1, Mr. Malik 2,
Mr. Maulden 34, Mr. McGaha 21, Mr. McNeal 17, Mr. Packer 17, Ms. Shanks
16, Mr. Stoner 1, Mr. Wright 30, and Mr. Yelverton 20. The credited
years of service under the respective Retirement Income Plan, as of
December 31, 1999, for the following Named Executive Officers, as a
result of entering into supplemental retirement agreements, is as
follows: Mr. Bemis 27, Mr. Clary 26, Mr. Cushman 21, Mr. Hintz 28,
Mr. Jackson 20, Mr. Kenney 21, Mr. Keuter 14, Mr. Ludwig 7, Mr. Nugent
16, Mr. Roberts 14, Mr. Thompson 23, and Mr. Wilder 16. Mr. Cordaro,
Mr. Keith, Mr. Meiners and Mr. Rider retired during 1999 with 40, 33, 39
and 26 credited years of service, respectively.

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. McGaha, Mr. Packer, and Mr. Yelverton entered into SRP
participation contracts. Mr. Bemis, Mr. Cordaro, Mr. Gallaher, Mr.
Jackson, Mr. Keith, Mr. Maulden, Mr. Meiners, and Mr. Wright 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. Castleberry, Mr. Davidson, Mr.
Folks, Mr. Hamric, Mr. Keuter, Mr. Leonard, Mr. Malik, Mr. McNeal, Mr.
Moore, and Mr. Nugent). 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 most
of the Named Executive Officers disclosed above in the section entitled
"Pension Plan Tables-Retirement Income Plan Table". The credited years
of service under the SERP are different from the credited years of
service under the Retirement Income Plan discussed above for the
following Named Executive Officers: Mr. Cushman 6 years, Mr. Jackson 26
years, Mr. Kenney 9 years, Mr. Ludwig 3 years, Mr. Rider 30 years, Mr.
Roberts 1 year, Mr. Thompson 18 years, Mr. Wilder 1 year, and Mr.
Yelverton 30. Mr. Keith had 16 years of credited service under this
plan when he retired. Mr. Maulden's retirement benefits are discussed
below. His benefits will be calculated based on his final annual base
pay and incentive awards, with no reduction on the surviving spouse
annuity, the provisions in effect prior to the 1998 amendment to the
plan.

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, 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 a director. 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 $5,000 annually.
Directors receive only one-half the fees set forth above for telephone
attendance at Board or committee meetings. All non-employee directors
receive on a quarterly basis 150 shares of Common Stock and one-half the
value of the 150 shares in cash. Mr. Luft is paid $200,000 annually to
serve as Chairman of the Board.

All non-employee directors 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 an amount in cash
equal to the value of their accumulated "phantom" shares. Payments are
made in at least five but no more than 15 annual payments. Each
"phantom" share is assigned a value on its payment date equal to the
value of a share of Common Stock on that date. Dividends are earned on
each "phantom" share from the date of original crediting.

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, Inc. became a subsidiary of Entergy, 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 this deferred
compensation is an unsecured obligation of the Corporation, which
accrues simple interest compounded annually at the rate set by Entergy
Gulf States, Inc. in 1985. In addition to payments received prior to
1997, on January 1, 2000, Dr. Murrill began to receive his deferred
compensation plus interest in equal installments annually for 15 years.
Beginning on the January 1 after Mr. Steinhagen turns 70, he will
receive his deferred compensation plus interest in equal installments
annually for 10 years.

On certain occasions, the Corporation provides personal
transportation services for the benefit of non-employee directors.
During 1999, the value of such transportation services provided by
Entergy Corporation to all directors was approximately $8,376.

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.

Pursuant to a March 1994 employment agreement, Mr. Folks received
five additional years of credited service in the Entergy Corporation
Retirement Income Plan for having completed five years of service.
Under the terms of a written continuing employment agreement dated in
June of 1999, Mr. Folks was allowed to participate in certain management
incentive programs during the term of his employment. Mr. Folks'
employment ended on February 15, 2000. Pursuant to his employee
separation agreement, Mr. Folks received a separation package equal to
12 months base salary plus one week's pay for every year of employment
(five years).

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%. Mr. Fuqua also received a
signing bonus of $100,000. Mr. Fuqua's employment ended on July 31,
1999 and he did not receive any separation benefits.

Mr. Davidson received a written retention agreement from Entergy
Enterprises, Inc. in 1999. Under the terms of the agreement, he will
receive a retention bonus of 25% of his annual base salary if he remains
a full time employee through June 30, 2000.

When Mr. Leonard became Chief Executive Officer on January 1, 1999,
certain elements of compensation set forth in his 1998 employment
agreement with the Corporation were increased by the Board of Directors.
Mr. Leonard's 1999 compensation in salary, incentive bonus, restricted
stock and stock options are as shown in the Executive Compensation
Table. Pursuant to the 1998 Employment Agreement, Entergy continues to
provide Mr. Leonard, in lieu of participation in Entergy Executive
Retirement Plans, 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 early retirement, Mr. Maulden entered into
an agreement with Entergy. Effective April 1, 1999, Mr. Maulden
continued to serve as Vice Chairman, and continued to receive his base
salary, incentive pay and all other benefits but will no longer be
responsible for any organizational responsibilities. Commencing on
December 31,1999, 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 2% per year early retirement
discount factor. In addition, the Company has agreed to fund a named
chair to honor Mr. Maulden at the University of Arkansas at Little Rock
for $1,000,000. The funding will be made in four equal installments
paid directly to the University, the first paid on April 1, 1999, and
thereafter on April 1, 2000, 2001, 2002.

Upon his employment on July 6, 1998, Mr. Wilder entered into an
employment agreement with the Corporation pursuant to which he receives
an annual salary of $400,000 and the potential maximum annual incentive
payout of 90%. Mr. Wilder is eligible for a pro-rata share of the
performance award for the period 1998-2000. The Corporation granted Mr.
Wilder a signing bonus of $300,000, and 21,000 shares of restricted
stock, upon which restrictions have been or will be lifted on 7,000
shares each year beginning on his first employment anniversary. On
December 4, 1998, Mr. Wilder was granted 5,000 restricted shares of
Entergy stock. Restrictions were lifted on one-third of these 5,000
shares on December 4, 1999 and will be lifted on one-third of these
shares on the second and third anniversary dates of this grant. Mr.
Wilder was offered participation in the System Executive Retirement
Plan. Mr. Wilder was credited with 15 years of service under the
Retirement Income Plan as a result of entering into a supplemental
retirement agreement. 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 and
all of his 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.

In connection with Mr. Hintz's employment, the Company entered into
an agreement with him effective July 29, 1999. The agreement provides
for an annual base salary of $550,000 and 200,000 stock options with an
exercise price of $30.44. On February 1, 2000 40,000 options vested and
an additional 40,000 options will vest every succeeding February 1 until
and including February 1, 2004. The exercise period for these stock
options expires July 29, 2009. In addition, Entergy agreed to provide
Supplemental System Executive Retirement Plan benefits, by which Mr.
Hintz will receive retirement benefits, survivor benefits or pre-
retirement death benefits that would have been due to him from both the
Entergy System Executive Retirement Plan ("SERP") and from a 1997
agreement between Mr. Hintz and Entergy Operations, Inc., with the
benefits calculated as if the terms of the SERP in effect immediately
prior to March 25, 1998 were still in effect. Mr. Hintz's agreement
contains a "change of control" provision that provides a payment of 2.99
times the sum of his final base salary plus his target bonus under the
Executive Annual Incentive Plan and immediate vesting of the 200,000
stock options and Supplemental SERP benefits.

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 Global Power Operations Corporation, Entergy
Power, Inc., Entergy Power Generation Corporation, Entergy Power
Marketing Corp., Entergy Power Development Corporation, Entergy
Holdings, Inc., Entergy Nuclear, Inc., Entergy Nuclear Holding Company
#1, Entergy Power Holdings USA Corporation, 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, 1999
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* 6,234 -
George W. Davis* 900 -
Norman C. Francis* 2,100 -
Frank F. Gallaher** 5,706 45,000
Donald C. Hintz** 2,095 55,000
Jerry D. Jackson** 20,998 51,911
J. Wayne Leonard*** 5,594 -
Robert v.d. Luft* 14,522 40,000
Jerry L. Maulden** 16,587 32,500
Thomas F. McLarty, III* 300 -
Paul W. Murrill* 2,682 -
James R. Nichols* 15,614 -
William A. Percy, III* - -
Dennis H. Reilley* 300 -
Wm. Clifford Smith* 8,520 -
Bismark A. Steinhagen* 9,047 -
C. John Wilder* 8,666 -
All directors and executive 136,086 247,411
officers

Entergy Arkansas, Inc.
C. Gary Clary** 15,705 3,750
Frank F. Gallaher** 5,706 45,000
Donald C. Hintz* 2,095 55,000
R. Drake Keith**(c) 16,984 -
Michael G. Thompson** 9,319 20,000
C. John Wilder*** 8,666 -
Thomas J. Wright*** 12,432 -
All directors and executive 82,553 128,750
officers

<PAGE>

As of December 31, 1999
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.
C. Gary Clary** 15,705 3,750
John J. Cordaro**(c) 346 -
Joseph F. Domino*** 5,616 1,500
Frank F. Gallaher** 5,706 45,000
Donald C. Hintz* 2,095 55,000
Jerry D. Jackson*** 20,998 51,911
Michael G. Thompson** 9,319 20,000
C. John Wilder*** 8,666 -
All directors and executive 81,871 186,411
officers

Entergy Louisiana, Inc.
C. Gary Clary** 15,705 3,750
John J. Cordaro**(c) 346 -
Frank F. Gallaher** 5,706 45,000
Donald C. Hintz* 2,095 55,000
Jerry D. Jackson*** 20,998 51,911
Michael G. Thompson** 9,319 20,000
C. John Wilder*** 8,666 -
All directors and executive 75,779 184,911
officers

Entergy Mississippi, Inc.
C. Gary Clary** 15,705 3,750
Frank F. Gallaher** 5,706 45,000
Donald C. Hintz* 2,095 55,000
Donald E. Meiners**(c) 21,109 11,250
Carolyn C. Shanks*** 2,528 -
Michael G. Thompson** 9,319 20,000
C. John Wilder*** 8,666 -
All directors and executive 74,978 138,000
officers

Entergy New Orleans, Inc.
C. Gary Clary** 15,705 3,750
Frank F. Gallaher** 5,706 45,000
Donald C. Hintz* 2,095 55,000
Daniel F. Packer*** 2,253 -
Michael G. Thompson** 9,319 20,000
C. John Wilder*** 8,666 -
All directors and executive 52,401 126,750
officers

System Energy Resources, Inc.
Joseph T. Henderson** - -
Donald C. Hintz* 2,095 55,000
Nathan E. Langston** 5,134 1,500
Steven C. McNeal** 1,768 1,500
C. John Wilder*** 8,666 -
Jerry W. Yelverton*** 7,110 8,250
All directors and executive 27,713 66,250
officers

<PAGE>

As of December 31, 1999
Entergy Corporation
Common Stock
Amount and Nature of
Beneficial Ownership(a)
Sole Voting and Other
Investment Beneficial
Name Power Ownership(b)

Entergy Services, Inc.
Michael B. Bemis** 7,217 22,500
Frank F. Gallaher** 5,706 45,000
Donald C. Hintz*** 2,095 55,000
Jerry D. Jackson*** 20,998 51,911
J. Wayne Leonard** 5,594 -
C. John Wilder*** 8,666 -
All directors and executive 138,803 280,911
officers

Entergy Operations, Inc.
C. Gary Clary** 15,705 3,750
Joseph T. Henderson** - -
Donald C. Hintz* 2,095 55,000
John R. McGaha** 5,390 5,750
C. John Wilder*** 8,666 -
Jerry W. Yelverton*** 7,110 8,250
All directors and executive 66,057 95,000
officers

Entergy Power, Inc.
Charles J. Brown, III** - -
Robert J. Cushman** 2,223 3,750
Joseph T. Henderson** - -
Shahid J. Malik**(c) 10,420 -
Steven C. McNeal** 1,768 1,500
Geoffrey D. Roberts*** 100 -
Michael G. Thompson*** 9,319 20,000
C. John Wilder* 8,666 -
All directors and executive 32,496 25,250
officers

System Fuels, Inc.
Joseph T. Henderson** - -
Donald C. Hintz* 2,095 55,000
J. F. Kenney*** 2,738 11,250
Steven C. McNeal** 1,768 1,500
Michael G. Thompson** 9,319 20,000
C. John Wilder*** 8,666 -
All directors and executive 24,586 87,750
officers

Varibus Corporation
Joseph T. Henderson** - -
Donald C. Hintz* 2,095 55,000
J. F. Kenney*** 2,738 11,250
Steven C. McNeal** 1,768 1,500
Michael G. Thompson** 9,319 20,000
C. John Wilder*** 8,666 -
All directors and executive 24,586 87,750
officers

<PAGE>
As of December 31, 1999
Entergy Corporation
Common Stock
Amount and Nature of
Beneficial Ownership(a)
Sole Voting and Other
Investment Beneficial
Power Ownership(b)

Prudential Oil and Gas, Inc.
Joseph T. Henderson** - -
Donald C. Hintz* 2,095 55,000
J. F. Kenney*** 2,738 11,250
Steven C. McNeal** 1,768 1,500
Michael G. Thompson** 9,319 20,000
C. John Wilder*** 8,666 -
All directors and executive 24,586 87,750

Southern Gulf Railway Company
Joseph T. Henderson** - -
Donald C. Hintz* 2,095 55,000
J. F. Kenney*** 2,738 11,250
Steven C. McNeal** 1,768 1,500
Michael G. Thompson** 9,319 20,000
C. John Wilder*** 8,666 -
All directors and executive 24,586 87,750
officers

GSG&T, Inc.
Joseph T. Henderson** - -
Donald C. Hintz* 2,095 55,000
J. F. Kenney*** 2,738 11,250
Steven C. McNeal** 1,768 1,500
Michael G. Thompson** 9,319 20,000
C. John Wilder*** 8,666 -
All directors and executive 24,586 87,750
officers

Entergy Enterprises, Inc.
Lawrence S. Folks** 1,173 3,750
Joseph T. Henderson** - -
Donald C. Hintz* 2,095 55,000
Shahid J. Malik** 10,420 -
Geoffrey D. Roberts*** 100 -
David A Stoner** - -
Michael G. Thompson** 9,319 20,000
C. John Wilder* 8,666 -
All directors and executive 37,229 80,250
officers

Entergy International Ltd LLC
Michael B. Bemis** 7,217 22,500
Robert J. Cushman** 2,223 3,750
Laurence M. Hamric** 3,398 -
Joseph T. Henderson** - -
Nathan E. Langston** 5,134 1,500
Steven C. McNeal** 1,768 1,500
C. John Wilder** 8,666 -
All directors and executive 28,406 29,250
officers

<PAGE>

As of December 31, 1999
Entergy Corporation
Common Stock
Amount and Nature of
Beneficial Ownership(a)
Sole Voting and Other
Investment Beneficial
Name Power Ownership(b)

Entergy Power Development Corporation
Robert J. Cushman** 2,223 3,750
Joseph T. Henderson** - -
Donald C. Hintz* 2,095 55,000
Geoffrey D. Roberts*** 100 -
Michael G. Thompson** 9,319 20,000
C. John Wilder*** 8,666 -
All directors and executive officers 29,032 84,000

Entergy Power Generation Corporation
Robert J. Cushman** 2,223 3,750
Joseph T. Henderson** - -
Donald C. Hintz* 2,095 55,000
Geoffrey D. Roberts*** 100 -
Michael G. Thompson** 9,319 20,000
C. John Wilder*** 8,666 -
All directors and executive officers 25,528 80,250

Entergy Power International Holdings
Corporation
Robert J. Cushman** 2,223 3,750
Joseph T. Henderson** - -
Geoffrey D. Roberts*** 100 -
Michael G. Thompson*** 9,319 20,000
C. John Wilder*** 8,666 -
All directors and executive officers 24,606 29,000

Entergy Power Marketing Corp.
Charles J. Brown, III** - -
Robert J. Cushman** 2,223 3,750
Mitchell F. Davidson** 25,000 -
Joseph T. Henderson** - -
Shahid J. Malik**(c) 10,420 -
Steven C. McNeal** 1,768 1,500
Geoffrey D. Roberts*** 100 -
Michael G. Thompson*** 9,319 20,000
C. John Wilder* 8,666 -
All directors and executive officers 57,496 25,250

Entergy Global Power Operations
Corporation
Robert J. Cushman** 2,223 3,750
Joseph T. Henderson** - -
Geoffrey D. Roberts*** 100 -
Michael G. Thompson*** 9,319 20,000
C. John Wilder*** 8,666 -
All directors and executive officers 24,324 25,250

<PAGE>
As of December 31, 1999
Entergy Corporation
Common Stock
Amount and Nature of
Beneficial Ownership(a)
Sole Voting and Other
Investment Beneficial
Name Power Ownership (b)

Entergy Technology Holding
Company
Douglas R. Castleberry** 1,891 -
Joseph T. Henderson** - -
Donald C. Hintz* 2,095 55,000
Steven C. McNeal** 1,768 1,500
Michael G. Thompson** 9,319 20,000
C. John Wilder*** 8,666 -
All directors and executive 23,739 76,500
officers

Entergy Holdings, Inc.
Gary Fuqua**(c) - -
Joseph T. Henderson** - -
Donald C. Hintz* 2,095 55,000
John T. Ludwig** 891 -
Robert J. Moore*** - -
Frederick F. Nugent** 1,357 -
Michael G. Thompson** 9,319 20,000
C. John Wilder* 8,666 -
All directors and executive 24,096 76,500
officers

Entergy Nuclear, Inc.
Joseph T. Henderson** - -
Donald C. Hintz* 2,095 55,000
Danny R. Keuter** - -
Michael G. Thompson** 9,319 20,000
C. John Wilder*** 8,666 -
Jerry W. Yelverton*** 7,110 8,250
All directors and executive 29,629 84,750
officers

Entergy Operations Services,
Inc.
Frank F. Gallaher*** 5,706 45,000
Joseph T. Henderson** - -
Donald C. Hintz* 2,095 55,000
Steven C. McNeal** 1,768 1,500
James R. Rider**(c) 14,458 1,250
Michael G. Thompson** 9,319 20,000
C. John Wilder*** 8,666 -
All directors and executive 42,012 122,750
officers

Entergy Nuclear Holding Company
#1
Joseph T. Henderson** - -
Donald C. Hintz* 2,095 55,000
Nathan E. Langston** 5,134 1,500
Michael G. Thompson** 9,319 20,000
C. John Wilder*** 8,666 -
Jerry W. Yelverton*** 7,110 8,250
All directors and executive 34,092 86,250
officers

<PAGE>
As of December 31, 1999
Entergy Corporation
Common Stock
Amount and Nature of
Beneficial Ownership(a)
Sole Voting and Other
Investment Beneficial
Name Power Ownership(b)

Entergy Power Holdings USA
Corp.
Cynthia Dyer* - -
Lawrence S. Folks** 1,173 3,750
Joseph T. Henderson** - -
Frederick F. Nugent*** 1,357 -
Geoffrey D. Roberts*** 100 -
All directors and executive 2,630 3,750
officers

* Director of the respective Company

** Named Executive Officer of the respective Company

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

(a) Based on information furnished by the respective individuals.
Except as noted, each individual has sole voting and investment
power. The 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; C. Gary Clary, 3,750 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; Donald C. Hintz, 55,000
shares; Jerry D. Jackson, 51,911 shares; James F. Kenney, 11,250
shares; Nathan E. Langston, 1,500 shares; Robert v.d. Luft, 40,000
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;
James R. Rider, 1,250 shares; Michael G. Thompson, 20,000 shares;
and Jerry W. Yelverton, 8,250 shares.

(c) Mr. Cordaro is the former Chief Executive Officer and a former director
of Entergy Gulf States, LA and Entergy Louisiana. Mr. Keith is the
former Chief Executive Officer and a former director of Entergy Arkansas.
Mr. Meiners is the former Chief Executive Officer and a former director
of Entergy Mississippi. Mr. Malik is the former President and Chief
Executive Officer and a former director of Entergy Power, Inc. and
Entergy Power Marketing Corp. Mr. Fuqua is the former President and
Chief Executive Officer for Entergy Holdings Inc. Mr. Rider is
the former President and Chief Executive Officer and a former director
of Entergy Operations Services, Inc.

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

During 1999, T. Baker Smith & Son, Inc. performed land-surveying
services for, and received payments of approximately $202,996 from
Entergy companies. 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 owed 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. The entire amount was repaid in August
1999. A 0% interest rate was 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.

<PAGE>

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

(1)* CALENDAR YEAR 1999
Name of Name or Number of Purpose(s) Account(s) Amount
Company Beneficiaries Charged
<S> <C> <C> <C> <C>
ENTERGY Democratic National Building Fund Donations $48,500.00
CORPORATION Committee

Republican National Building Fund Donations 49,500.00
Finance Committee __________

Total $98,000.00
==========

</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 1999
Name of Name or Number of Purpose(s) Account(s) Amount
Company Beneficiaries Charged

<S> <C> <C> <C> <C>
ENTERGY Chambers of Commerce Civic Activity Donations $350,100.00
CORPORATION

National Alliance of Civic Activity Donations 25,000.00
Business

Bureau of Governmental Research Donations 15,000.00
Research

Two Items Community Welfare, Donations 3,727.00
and Civic Activity ___________

Total $393,827.00
===========

(2) CALENDAR YEAR 1999
ENTERGY Arkansas State and Civic Activity Donations $71,290.00
ARKANSAS Local Chambers of
Commerce

Boys and Girls Clubs Community Welfare Donations 17,800.00

American Red Cross Community Welfare Donations 11,600.00

One-hundred eighteen Civic Activity, Donations 88,280.00
Items Education Community ___________
Welfare

Total $188,970.00
===========

ENTERGY Chambers of Commerce Civic Activity Donations $ 54,621.00
GULF STATES

Foundation of Civic Activity Donations 30,000.00
Southwest Louisiana

City of Beaumont Community Welfare Donations 22,000.00

YMCA Civic Activity Donations 21,600.00

Southeast Texas Art Civic Activity Donations 15,250.00
Council

Junior Leagues Civic Activity Donations 12,750.00

NAACP Civic Activity Donations 11,950.00

Boy Scouts of America Civic Activity Donations 10,550.00

St. Elizabeth's Civic Activity Donations 10,000.00
Hospital

Art Museum of Civic Activity Donations 10,000.00
Southeast Texas

Thirty-five Civic Activity, Donations 34,635.00
Education, ___________
Community Welfare

Total $248,421.00
===========

ENTERGY Chambers of Commerce Civic Activity Donations $ 46,864.00
LOUISIANA

NAACP Civic Activity Donations 32,950.00

Boy Scouts of America Civic Activity Donations 20,350.00

(2) CALENDAR YEAR 1999

Councils on Aging Civic Activity Donations 10,200.00

One hundred three Research and Donations 61,636.00
items Education, Civic ___________
Activity, Community
Welfare

Total $172,000.00
===========

ENTERGY Public Education Forum Education Donations $ 30,000.00
MISSISSIPPI of Mississippi

Chambers of Commerce Civic Activity Donations 28,750.00

NAACP Civic Activity Donations 23,000.00

Boys and Girls Clubs Civic Activity Donations 22,750.00

MS Partnership for Civic Activity Donations 20,000.00
Economic Development

Mississippi Economic Community Welfare Donations 18,450.00
Council

Boy Scouts of America Civic Activity Donations 16,265.00

YMCA Civic Activity Donations 10,180.00

Fifty-five Items Civic Activity, Donations 49,428.00
Education, ___________
Community Welfare

Total $218,823.00
===========

ENTERGY NEW Councils on Aging Civic Activity Donations $ 70,487.00
ORLEANS

American Association Civic Activity Donations 50,000.00
of Blacks in Energy

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

Multiple Items Research & Donations 23,925.00
Education, Civic ___________
Activity,
Community Welfare

Total $185,412.00
===========

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

(I) In Effect
Serving Receiving Date Of 12/31/99
Transaction Company Company Compensation Contract (Yes/No)
<S> <C> <C> <C> <C> <C>
Fuel Purchases System Fuels Entergy Arkansas $ 3,573,042 1/12/73 Yes

Fuel Purchases System Fuels Entergy Louisiana $ 4,569,527 1/12/73 Yes

Fuel Purchases System Fuels Entergy Mississippi $ 56,629,549 1/12/73 Yes

Fuel Purchases System Fuels Entergy New Orleans $ 5,338,594 1/12/73 Yes

Certain materials & System Fuels Entergy Arkansas $ 24,966,336 6/15/78 Yes
services required for
fabrication of Nuclear
Fuel

Certain materials & System Fuels Entergy Louisiana $ 513 6/15/78 Yes
services required for
fabrication of Nuclear
Fuel

Certain materials & System Fuels System Energy $ 30,745,506 6/15/78 Yes
services required for
fabrication of Nuclear
Fuel

Miscellaneous Spare Entergy Arkansas Entergy Louisiana $ 5,278,884 N/A N/A
Parts Inventory

Miscellaneous Spare Parts Entergy Arkansas Entergy Mississippi $ 3,640,818 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Arkansas Entergy New Orleans $ 13 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Arkansas Entergy Gulf States $ 656,495 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Louisiana Entergy Arkansas $ 63,019 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Louisiana Entergy Mississippi $ 10,956 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Louisiana Entergy New Orleans $ 5,509,081 N/A N/A
Inventory

Miscellaneous Spare Parts Entergy Louisiana Entergy Gulf States $ 143,872 N/A N/A
Inventory
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(I) In Effect
Serving Receiving Date Of 12/31/99
Transaction Company Company Compensation Contract (Yes/No)
<S> <C> <C> <C> <C> <C>
Miscellaneous Spare Entergy Mississippi Entergy Arkansas $ 32,760 N/A N/A
Parts Inventory

Miscellaneous Spare Entergy Mississippi Entergy Louisiana $ 1,627,682 N/A N/A
Parts Inventory

Miscellaneous Spare Entergy Mississippi Entergy Gulf States $ 6,339 N/A N/A
Parts Inventory

Miscellaneous Spare Entergy New Orleans Entergy Arkansas $ 2,472 N/A N/A
Parts Inventory

Miscellaneous Spare Entergy New Orleans Entergy Louisiana $ 82,964 N/A N/A
Parts Inventory

Miscellaneous Spare Entergy New Orleans Entergy Mississippi $ 600 N/A N/A
Parts Inventory

Miscellaneous Spare Entergy New Orleans Entergy Gulf States $ 61,246 N/A N/A
Parts Inventory

Miscellaneous Spare Entergy Gulf States Entergy Louisiana $ 15,768 N/A N/A
Parts Inventory

Miscellaneous Entergy Gulf States Entergy Louisiana $ 90,916 N/A N/A
transmission and
distribution station
equipment

Miscellaneous station Entergy Louisiana Entergy New Orleans $ 9,500 N/A N/A
equipment

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

Miscellaneous Entergy Louisiana Entergy Gulf States $ 16,203 N/A N/A
transmission and
distribution station
equipment

Miscellaneous Entergy Mississippi Entergy Arkansas $ 504,536 N/A N/A
transmission and
distribution station
equipment

Miscellaneous Entergy Louisiana Entergy Arkansas $ 169,162 N/A N/A
transmission and
distribution station
equipment

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

(I) In Effect
Serving Receiving Date Of 12/31/99
Transaction Company Company Compensation Contract (Yes/No)
<S> <C> <C> <C> <C> <C>
Miscellaneous Entergy Arkansas Entergy Louisiana $ 21,442 N/A N/A
transmission and
distribution station
equipment

Capacity Use of and ETC Entergy Arkansas $ 287,503 5-01-97 Yes
Service of Local
Fiber

Capacity Use of and ETC Entergy Louisiana $ 614,208 5-01-97 Yes
Service of Local
Fiber

Capacity Use of and ETC Entergy Mississippi $ 757,235 5-01-97 Yes
Service of Local
Fiber

Capacity Use of and ETC Entergy Gulf States $ 1,364,071 5-01-97 Yes
Service of Local
Fiber

Construction and ETC Entergy Services $ 1,112,121 1-01-97 Yes
Service of Local
Fiber

</TABLE>

The following contracts were in effect as of December 31, 1999:

- - 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.

- - Contract for the capacity use and service of local fiber between
Entergy Technology Company and certain System Companies dated January 1,
1997.

- - Contract for the capacity use and service of local fiber between
Entergy Technology Company and certain System Companies dated May 1, 1997.

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 1999 was $3,812,057.

<PAGE>

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 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 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,
1999, Entergy Pakistan, Ltd. held a 4.8% interest in The Hub
Power Company, Ltd., representing an aggregate investment of
approximately $14.7 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. Entergy Power CBA Holding Ltd.
is a FUCO under 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 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 Energy Act. Entergy's aggregate
investment in Edegel, S.A. is approximately $100 million.

In July 1999, Entergy Corporation, through its wholly-owned
EWG subsidiaries, Entergy Nuclear Holding Company # 1 and
Entergy Nuclear Generation Company ("ENGC"), acquired 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 approximately $89.2 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, 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 its
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 MW power plant 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 approximately $15.6 million at December 31, 1999.

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 an
800 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 (BPS36.1
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's aggregate investment
in Damhead Creek Limited totals approximately $61 million.

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
(BPS 48 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's aggregate
investment in Saltend Cogeneration Company Limited totals
approximately $78 million.

Entergy Corporation owns 100% of the outstanding capital
stock of Entergy Power Generation Corporation ("EPGC"), which is
an EWG formed under the Entergy Act to develop and hold
Entergy's interests in certain domestic EWG projects including a
proposed 1,000 MW gas-fired power project in Fairfield, Texas.
Entergy's aggregate investment in EPGC is approximately
($616,000).

At December 31, 1999, 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, 1999 for the business address of such EWG or
FUCO. See "Item 1 - System Companies and Investments Therein as
of December 31, 1999" for information concerning the system
companies owning interests in such EWGs and FUCOs and the nature
of the interest held.

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

ITEM 9. Part II

See Exhibits H and I.

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

<PAGE>

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS

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

FINANCIAL STATEMENTS PAGE NO.

*Independent Accountants' Consent S-1

Entergy Corporation and Subsidiaries:
*Consolidating Statement of Income (Loss) for the Year S-2
Ended December 31, 1999
*Consolidating Statement of Cash Flows for the Year Ended S-8
December 31, 1999
*Consolidating Balance Sheet as of December 31, 1999 S-14
*Consolidating Statement of Retained Earnings for the Year S-26
Ended December 31, 1999

Entergy Gulf States Corporation and Subsidiaries:
*Consolidating Statement of Income for the Year Ended S-32
December 31, 1999
*Consolidating Statement of Cash Flows for the Year Ended S-33
December 31, 1999
*Consolidating Balance Sheet as of December 31, 1999 S-34
*Consolidating Statement of Retained Earnings for the Year S-36
Ended December 31, 1999

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:
*Statement of Operations and Retained Earnings,
Years Ended November 30, 1999 and 1998 S-38
*Statements of Cash Flows, Years Ended
November 30, 1999 and 1998 S-39
*Balance Sheets, November 30, 1999 and 1998 S-40
*Notes to Financial Statements, November 30, 1999 and 1998 S-41

* Letter, dated April 26, 2000, 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 1999 Financial Statements included in the Form 10-K for
the year ended December 31, 1999, 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, 1999, 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' 1999 Financial Statements
included in the Form 10-K for the year ended December 31, 1999, 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, 1999, 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' 1999 Financial Statements
included in the Form 10-K for the year ended December 31, 1999, 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, 1999, 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 1999 Financial Statements
included in the Form 10-K for the year ended December 31, 1999, 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, 1999, 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 1999 Financial
Statements included in the Form 10-K for the year ended December 31,
1999, 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, 1999, 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' 1999 Financial
Statements included in the Form 10-K for the year ended December 31,
1999, 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, 1999, 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 1999 Financial Statements
included in the Form 10-K for the year ended December 31, 1999, 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, 1999, 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, 1999 (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, 1999 (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, 1999 (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, 1999 (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, 1999 (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, 1999 (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, 1999 (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 to Form S-8 in File No.
333-75097).

ENTERGY ARKANSAS

B-2(a) Amended and Restated Articles of Incorporation of Entergy
Arkansas effective November 12, 1999 (Filed as Exhibit 3(i)(c)1 to Form
10-K for the year ended December 31, 1999 in File No. 1-10764).

B-2(b) By-Laws of Entergy Arkansas effective November 26, 1999, and as
presently in effect (Filed as Exhibit 3(ii)(c) to Form 10-K for the
year ended December 31, 1999 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) Amended and Restated Articles of Incorporation of Entergy
Louisiana effective November 15, 1999 (Filed as Exhibit 3(a) to Form S-
3 in File No. 333-93683).

B-4(b) By-Laws of Entergy Louisiana effective November 26, 1999, and as
presently in effect (Filed as Exhibit 3(b) to Form S-3 in File No. 333-
93683).

ENTERGY MISSISSIPPI

B-5(a) Amended and Restated Articles of Incorporation of Entergy
Mississippi effective November 12, 1999 (Filed as Exhibit 3(i)(f)1 to
Form 10-K for the year ended December 31, 1999 in File No. 0-320).

B-5(b) By-Laws of Entergy Mississippi effective November 26, 1999,
and as presently in effect (Filed as Exhibit 3(ii)(f) to Form 10-K for
the year ended December 31, 1999 in File No. 0-320).

ENTERGY NEW ORLEANS

B-6(a) Amended and Restated Articles of Incorporation of Entergy New
Orleans effective November 15, 1999 (Filed as Exhibit 3(a) to Form S-3
in File No. 333-95599).

B-6(b) By-Laws of Entergy New Orleans effective November 30, 1999, and
as presently in effect (Filed as Exhibit 3(b) to Form S-3 in File No.
333-95599).

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 (Filed as Exhibit B-8(a) to
Form U5S for the year ended December 31, 1998).

*B-8(b) By-Laws of Entergy Services, as of July 6, 1999, 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 July 12, 1999, 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 August 23, 1999,
and as presently in effect.

ENTERGY POWER, INC.

*B-11(a) Restated Certificate of Incorporation of Entergy Power, Inc.,
effective August 20, 1990.

*B-11(b) By-Laws of Entergy Power, Inc., as amended as of October 26,
1995 and currently in effect.

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 26, 1995 and currently in effect.

ENTERGY GULF STATES

B-13(a) Restated Articles of Incorporation of Entergy Gulf States
effective November 17, 1999 (Filed as Exhibit 3(i)(d)1 to Form 10-K for
the year ended December 31, 1999 in File No. 1-2703).

B-13(b) By-Laws of Entergy Gulf States effective November 26, 1999,
and as presently in effect (Filed as Exhibit 3(ii)(d) to Form 10-K for
the year ended December 31, 1999 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 (Filed as Exhibit B-14(b) to Form U5S for the year
ended December 31, 1998).

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 (Filed as Exhibit B-15(b) to Form U5S for
the year ended December 31, 1998).

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 (Filed as Exhibit B-16(b) to Form U5S for the year ended
December 31, 1998).

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 (Filed as Exhibit B-17(b) to Form U5S for
the year ended December 31, 1998).

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(b) 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 Amendment of the 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 CORPORATION

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,
as executed March 12, 1998.

ENTERGY HOLDINGS, INC.

*B-24(a) Certificate of Amendment of Certificate of Incorporation of
Entergy Holdings, Inc., as executed January 25, 1999.

B-24(b) By-Laws of Entergy Holdings, Inc., as amended November 30,
1998 and currently in effect (Filed as Exhibit B-24(b) to Form U5S for
the year ended December 31, 1998).

ENTERGY NUCLEAR, INC.

B-25(a) Certificate of Incorporation of Entergy Nuclear, Inc., as
executed April 10, 1996 (Filed as Exhibit B-25(a) to Form U5S for the
year ended December 31, 1998).

B-25(b) By-Laws of Entergy Nuclear, Inc., as amended September 10,
1998 and currently in effect (Filed as Exhibit B-25(b) to Form U5S for
the year ended December 31, 1998).

ENTERGY OPERATIONS SERVICES, INC.

B-26(a) Certificate of Amendment of Certificate of Incorporation of
Entergy Operations Services, Inc., as executed July 9, 1996 (Filed as
Exhibit B-26(a) to Form U5S for the year ended December 31, 1998).

B-26(b) By-Laws of Entergy Operations Services, Inc., as amended
October 9, 1998 and currently in effect (Filed as Exhibit B-26(b) to
Form U5S for the year ended December 31, 1998).

ENTERGY NUCLEAR HOLDING COMPANY # 1

*B-27(a) Certificate of Amendment of Certificate of Incorporation of
Entergy Nuclear Holding Company # 1, as executed October 8, 1999.

*B-27(b) By-Laws of Entergy Nuclear Holding Company # 1, as amended
July 6, 1999 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-four
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 in File No. 70-8487 (Fifty-first); A-
2(a) to Rule 24 Certificate dated April 3, 1998 in File No. 70-9141
(Fifty-second); A-2(b) to Rule 24 Certificate dated April 9, 1999 in
File No. 70-9141 (Fifty-third); and A-3(a) to Rule 24 Certificate dated
July 6, 1999 in File No. 70-9141 (Fifty-fourth)).

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, dated as of February 1, 1988, as
amended by fifteen Supplemental Indentures (Filed, respectively, as the
exhibits and in the file numbers indicated: A-2(a)-2 to Rule 24
Certificate in File No. 70-7461 (Mortgage); A-2(b)-2 to Rule 24
Certificate in File No. 70-7461 (First); A-5(b) to Rule 24 Certificate
in File No. 70-7419 (Second); A-4(b) to Rule 24 Certificate in File No.
70-7554 (Third); A-1(b)-1 to Rule 24 Certificate in File No. 70-7737
(Fourth); A-2(b) to Rule 24 Certificate in File No. 70-7914 (Fifth);
A-2(e) to Rule 24 Certificate in File No. 70-7914 (Sixth); A-2(g) to
Form U-1 in File No. 70-7914 (Seventh); A-2(i) to Rule 24 Certificate
in File No. 70-7914 (Eighth); A-2(j) to Rule 24 Certificate dated
July 22, 1994 in File No. 70-7914 (ninth); A-2(l) to Rule 24
Certificate dated April 21, 1995 in File No. 70-7914 (Tenth); A-2(a) to
Rule 24 Certificate dated June 27, 1997 in File No. 70-8719 (Eleventh);
A-2(b) to Rule 24 Certificate dated April 16, 1998 in File No. 70-
8719(Twelfth); A-2(c) to Rule 24 Certificate dated May 12, 1999 in File
No. 70-8719 (Thirteenth); A-3(a) to Rule 24 Certificate dated June 8,
1999 in File No. 70-8719 (Fourteenth); and A-2(d) to Rule 24
Certificate dated February 24, 2000 in File No. 70-8719 (Fifteenth)).

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 File No. 70-7350
(First); A-4(b) to Rule 24 Certificate in File No. 70-7448 (Second);
4(f)4 to Form 10-K for the year ended December 31, 1992 in File No. 0-
5807 (Third); 4(a) to Form 10-Q for the quarter ended September 30,
1993 in File No. 0-5807 (Fourth); 4(a) to Form 8-K dated April 26, 1995
in File No. 0-5807 (Fifth); 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 File No. 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); A-2(d) to Rule 24
Certificate in 70-7946 (Seventeenth); A-2(e) to Rule 24 Certificate in
70-7946 (Eighteenth); 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); 4-2
to Amendment No. 9 to Registration No. 2-76551 (Fifty-seventh); and
4(b) to Form 10-Q for the quarter ended March 31, 1999 in File No. 1-
2703(Fifty-eighth)).

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 1999; Entergy
Arkansas Long-Term Debt, including First Mortgage Bonds, Retired During
1999; Entergy Gulf States Preferred Stock Redeemed During 1999; Entergy
Gulf States Long-Term Debt Retired During 1999; Entergy Louisiana
Preferred Stock Redeemed During 1999; Entergy Louisiana Long-Term Debt,
including First Mortgage Bonds, Retired During 1999; Entergy
Mississippi Preferred Stock Redeemed During 1999; Entergy Mississippi
Long-Term Debt, including First Mortgage Bonds, Retired During 1999;
Entergy New Orleans Preferred Stock Redeemed During 1999; Entergy New
Orleans General & Refunding Mortgage Bonds Retired During 1999; and
System Energy Long-Term Debt, including First Mortgage Bonds Retired
during 1999.

*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, 1999" 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, 1999.

*I-1 Report of Independent Accountants, Financial Statements and Notes
to Financial Statements of Entergy Power Development Corporation for
the year ended December 31, 1999 (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, 1999 (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, 1999 (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, 1999 (Exhibit I-4 is being
filed pursuant to Rule 104.).

*I-5 Report of Independent Accountants, Financial Statements and Notes
to Financial Statements of Entergy Power Generation Corporation for the
year ended December 31, 1999 (Exhibit I-4 is being filed pursuant to
Rule 104.).

*I-6 Report of Independent Accountants, Financial Statements and Notes
to Financial Statements of Entergy Nuclear Holding Company #1 for the
year ended December 31, 1999 (Exhibit I-4 is being filed pursuant to
Rule 104.).

_______________________

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

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

<PAGE>

EXHIBIT F

ITEM 4. SUPPORTING SCHEDULES

Entergy Arkansas Preferred Stock Redeemed During 1999

Shares
Series Redeemed Consideration

9.92% Series 81,085 $2,027,125
8.52% Series 200,000 20,639,000
------- -----------
281,085 $22,666,125
======= ===========

Entergy Arkansas Long-Term Debt, including First Mortgage Bonds, Retired
During 1999*

Principal
Series Amount Consideration

7.9% Series Due 2002 $25,000,000 $25,000,000
8.7% Series Due 2022 13,287,000 13,287,000
Jefferson County Pollution Control
& Industrial Development Bonds
6.125% Due 2007 980,000 980,000
8.75% Due 1999 290,000 290,000
Pope County Pollution
Control Bonds
8.5% Due 1999 50,000 50,000
----------- -----------
$39,607,000 $39,607,000
=========== ===========

<PAGE>

ITEM 4. SUPPORTING SCHEDULES (Continued) EXHIBIT F

Entergy Gulf States Preferred Stock Redeemed During 1999

Shares
Series Redeemed Consideration

8.80% Series 139,971 $13,997,100
8.64% Series 84,000 8,484,000
Adjustable Rate Series A, 7.00% 12,000 1,200,000
Adjustable Rate Series B, 7.00% 22,500 2,250,000
------- -----------
258,471 $25,931,100
======= ===========

Entergy Gulf States Long-Term Debt, Including First Mortgage Bonds,
Retired During 1999*

Principal
Series Amount Consideration

7 1/4% Series Due 1999 $ 25,000,000 $ 25,000,000
7.46% Series Due 1999 46,000,000 46,000,000
Iberville Parish Pollution
Control Revenue Bonds
7% Due 2006 825,000 825,000
Iberville Parish Pollution
Control Revenue Bonds
5.9% Due 2007 22,095,000 22,095,000
Pollution Control Revenue Bonds
8% Due 2024 102,000,000 104,040,000
------------ ------------
$195,920,000 $197,960,000
============ ============

<PAGE>

ITEM 4. SUPPORTING SCHEDULES (Continued) EXHIBIT F

Entergy Louisiana Preferred Stock Redeemed During 1999

Shares
Series Redeemed Consideration

7% Series 500,000 $50,000,000

Entergy Louisiana Long-Term Debt, including First Mortgage Bonds,
Retired During 1999*

Principal
Series Amount Consideration

7.74% Series Due 2002 $122,600,000 $122,600,000
Ouachita Parish Pollution
Control Revenue Bonds
6.4% Due 2007 1,725,000 1,725,000
St. Charles Parish Pollution
Control Revenue Bonds
6.4% Due 2007 3,440,000 3,440,000
St. Charles Parish Industrial
Development Bonds
6.4% Due 2007 870,000 870,000
Jefferson Parish Pollution
Control Revenue Bonds
8% Due 2009 3,550,000 3,550,000
Ouachita Parish Industrial
Development Revenue Bonds
8% Due 2007 1,135,000 1,135,000
Ouachita Parish Industrial
Development Bonds
6.4% Due 2007 870,000 870,000
St. Charles Parish Pollution
Control Revenue Bonds
8.25% Due 2014 115,000,000 118,450,000
St. Charles Parish Pollution
Control Bonds
8% Due 2014 105,000,000 108,150,000
St. Charles Parish Pollution
Control Revenue Bonds
8% Due 2007 2,610,000 2,610,000
Waterford 3 Sale/Leaseback
Principal Payments 23,294,544 23,294,544
Lk. Prov. Future Obligation 12,500 12,500
------------ ------------
$380,107,044 $386,707,044
============ ============

<PAGE>

ITEM 4. SUPPORTING SCHEDULES (Continued) EXHIBIT F

Entergy Mississippi Long-Term Debt Retired During 1999*

Principal
Series Amount Consideration
General & Refunding Mortgage
Bonds 8.65% Series Due 2023 $125,000,000 $132,412,500
Washington Parish Pollution
Control Bonds
7.5% Due 2004 865,000 865,000
Independence County Pollution
Control Revenue Bonds
7.625% Due 2012 10,000,000 10,000,000
Independence County Pollution
Control Revenue Bonds
9% Due 2013 10,000,000 10,000,000
Independence County Pollution
Control Revenue Bonds
9.5% Due 2014 10,000,000 10,000,000
------------ ------------
$155,865,000 $163,277,500
============ ============

<PAGE>

ITEM 4. SUPPORTING SCHEDULES (Concluded) EXHIBIT F

System Energy Long Term Debt, including First Mortgage Bonds Retired
During 1999*

Principal
Series Amount Consideration

7 5/8 % Series Due 1999 $ 60,000,000 $ 60,000,000
7.28 % Series Due 1999 100,000,000 100,000,000
Claiborne County Pollution
Control Bonds
7.3 % Series 1995 , Due 2025 36,375,000 38,466,563
9.5 % Series A , Due 2013 39,500,000 40,685,000
8.25 % Series B , Due 2014 27,100,000 27,913,000
Grand Gulf Sale/Leaseback
Principal Payments 19,910,000 19,910,000
------------ ------------
$282,885,000 $286,974,563
============ ============

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

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

ENTERGY POWER, INC.
SYSTEM FUELS, INC.
ENTERGY ENTERPRISES, INC.
ENTERGY POWER INTERNATIONAL HOLDINGS CORP.
ENTERGY POWER DEVELOPMENT CORPORATION
ENTERGY POWER OPERATIONS CORPORATION
ENTERGY TECHNOLOGY HOLDING COMPANY
ENTERGY POWER MARKETING CORP.
ENTERGY HOLDINGS, INC.
ENTERGY NUCLEAR INCORPORATED
ENTERGY POWER GENERATION CORPORATION
ENTERGY NUCLEAR HOLDING COMPANY #1
ENTERGY OPERATIONS SERVICES INCORPORATED

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

Dated: April 26, 2000

<PAGE>

Consent of Independent Accountants

We hereby 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, 1999 filed pursuant to the
Public Utility Holding Company Act of 1935, of our reports dated
February 17, 2000 relating to the consolidated financial statements of
Entergy Corporation and 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"),
which appear in each of the Companies' Annual Reports on Form 10-K for
the year ended December 31, 1999.

PricewaterhouseCoopers LLP

New Orleans, Louisiana
April 26, 2000

<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME (LOSS)
YEAR ENDED DECEMBER 31, 1999
(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 $ 6,271,414 $ 1,899,573 $ 1,541,894 2,082,358 $ 1,806,594
Natural gas 110,355 .... .. 28,998 ..
Steam products 15,852 .... .. 15,852 ..
Competitive businesses 2,375,607 (1,714,053) .. .. ..
Equity in earnings of subsidiaries .... 710,390 .... .... ....
--------------------------------------------------------------------
Total 8,773,228 895,910 1,541,894 2,127,208 1,806,594
--------------------------------------------------------------------
Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses 2,082,875 (242,153) 257,946 634,726 421,763
Purchased power 2,442,484 (661,665) 455,425 365,245 418,878
Nuclear refueling outage expenses 76,057 (1) 29,857 16,307 15,756
Other operation and maintenance 1,705,545 1,125,288 389,462 419,713 289,348
Decommissioning 45,988 .... 10,670 7,588 8,786
Taxes other than income taxes 339,284 56,874 36,669 111,872 75,447
Depreciation and amortization 698,881 8,150 161,234 185,254 161,754
Other regulatory charges (credits) 8,113 4,321 5,230 (24,092) (5,280)
Amortization of rate deferrals 122,347 (4,320) .. 89,597 ..
--------------------------------------------------------------------
Total 7,521,574 286,494 1,346,493 1,806,210 1,386,452
--------------------------------------------------------------------
Operating Income 1,251,654 609,416 195,401 320,998 420,142
--------------------------------------------------------------------
Other Income (Deductions):
Allowance for equity funds used during
construction 29,291 (1) 12,866 6,306 4,925
Miscellaneous - net 226,349 (166,268) 3,622 20,119 2,206
--------------------------------------------------------------------
Total 255,640 (166,269) 16,488 26,425 7,131
--------------------------------------------------------------------
Interest and Other Charges:
Interest on long-term debt 476,877 (2,232) 80,800 138,602 103,937
Other interest - net 82,471 6,451 11,123 6,994 7,010
Distributions on preferred securities of subsidiary 18,838 .... 5,100 7,438 6,300
Allowance for borrowed funds used during ....
construction (22,585) (1) (8,459) (5,776) (4,112)
--------------------------------------------------------------------
Total 555,601 4,218 88,564 147,258 113,135
--------------------------------------------------------------------

Income (Loss) Before Income Taxes 951,693 438,929 123,325 200,165 314,138

Income Taxes 356,667 (17,700) 54,012 75,165 122,368
--------------------------------------------------------------------

Net Income (Loss) 595,026 456,629 69,313 125,000 191,770

Preferred and Preference Dividend Requirements
and Other 42,567 .... 10,854 17,423 9,955
--------------------------------------------------------------------

Earnings (Loss) Applicable to Common Stock $ 552,459 $ 456,629 $ 58,459 $ 107,577 $ 181,815
====================================================================
Earnings per average common share
Basic and diluted $2.25
Dividends declared per common share $1.20
Average number of common shares outstanding
Basic 245,127,460
Diluted 245,326,883

</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 832,819 $ 426,431 $ 620,032 $ .. $ 728,516
Natural gas .. 81,357 .. .. ..
Steam products .. .. .. .. ..
Competitive businesses .. .. .. .. ..
Equity in earnings of subsidiaries .... .... .. 651,977 ....
--------------------------------------------------------------------
Total 832,819 507,788 620,032 651,977 728,516
--------------------------------------------------------------------
Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses 185,063 135,242 37,336 .. ..
Purchased power 332,015 166,579 .. .. ..
Nuclear refueling outage expenses .. .. 14,136 .. ..
Other operation and maintenance 152,817 83,197 87,450 85,815 685,999
Decommissioning .. .. 18,944 .. ..
Taxes other than income taxes 44,013 39,621 27,212 739 41,571
Depreciation and amortization 42,870 21,219 113,862 .. 470
Other regulatory charges (credits) (12,044) (9,036) 57,656 .. ..
Amortization of rate deferrals .... 28,430 .... .... ....
--------------------------------------------------------------------
Total 744,734 465,252 356,596 86,554 728,040
--------------------------------------------------------------------
Operating Income 88,085 42,536 263,436 565,423 476
--------------------------------------------------------------------
Other Income (Deductions):
Allowance for equity funds used during
construction 1,569 1,084 2,540 .. ..
Miscellaneous - net 6,781 2,263 16,309 5,703 ....
--------------------------------------------------------------------
Total 8,350 3,347 18,849 5,703 ....
--------------------------------------------------------------------
Interest and Other Charges:
Interest on long-term debt 35,265 13,277 102,764 .. ..
Other interest - net 3,574 1,403 45,218 6,143 621
Distributions on preferred securities of subsidiary .. .. .. .. ..
Allowance for borrowed funds used during
construction (1,529) (788) (1,920) .... ....
--------------------------------------------------------------------
Total 37,310 13,892 146,062 6,143 621
--------------------------------------------------------------------

Income (Loss) Before Income Taxes 59,125 31,991 136,223 564,983 (145)

Income Taxes 17,537 13,030 53,851 12,524 (145)
--------------------------------------------------------------------

Net Income (Loss) 41,588 18,961 82,372 552,459 0

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

Earnings (Loss) Applicable to Common Stock 38,218 $ 17,996 $ 82,372 $ 552,459 $ 0
====================================================================

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

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME (LOSS)
YEAR ENDED DECEMBER 31, 1999
(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 $ .. $ .. $ 132,343 $ ..
Natural gas .. .. .. ..
Steam products .. .. .. ..
Competitive businesses 75,016 586,538 .. ..
Equity in earnings of subsidiaries .... .... .... 58,413
-------------------------------------------------------
Total 75,016 586,538 132,343 58,413
-------------------------------------------------------
Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses 46,239 .. 122,407 ..
Purchased power 5,901 36,776 .. ..
Nuclear refueling outage expenses .. .. .. ..
Other operation and maintenance 12,566 513,053 6,970 104,443
Decommissioning .. .. .. ..
Taxes other than income taxes 541 17,411 625 437
Depreciation and amortization 3,620 14,758 .. 1,990
Other regulatory charges (credits) .. .. .. ..
Amortization of rate deferrals .... .... .... ....
-------------------------------------------------------
Total 68,867 581,998 130,002 106,870
-------------------------------------------------------
Operating Income 6,149 4,540 2,341 (48,457)
-------------------------------------------------------
Other Income (Deductions):
Allowance for equity funds used during
construction .. .. .. ..
Miscellaneous - net 2,134 .... .... 944
-------------------------------------------------------
Total 2,134 .... .... 944
-------------------------------------------------------
Interest and Other Charges:
Interest on long-term debt .. .. .. ..
Other interest - net .. 4,540 2,225 69
Distributions on preferred securities of subsidiary .. .. .. ..
Allowance for borrowed funds used during
construction .... .... .... ....
-------------------------------------------------------
Total ... 4,540 2,225 69
-------------------------------------------------------

Income (Loss) Before Income Taxes 8,283 .. 116 (47,582)

Income Taxes 2,936 .... 116 (12,427)
-------------------------------------------------------

Net Income (Loss) 5,347 .. .. (35,155)

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

Earnings (Loss) Applicable to Common Stock $ 5,347 $ .... $ .... $ (35,155)
=======================================================

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

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1999
(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) $ 595,026 $ 456,629 $ 69,313 $ 125,000 $ 191,770
Noncash items included in net income
Amortization of rate deferrals 122,347 (4,320) .... 89,597 ....
Reserve for regulatory adjustments 10,531 .... .... (97,953) ....
Other regulatory charges - net 8,113 4,321 5,230 (24,092) (5,280)
Deferred unrealized losses on hedging .... .... .... .... ....
Depreciation, amortization and decommissioning 744,869 13,823 171,904 192,842 170,540
Deferred income taxes and investment tax credits (204,644) 117,452 22,421 (1,495) (15,487)
Allowance for equity funds used during construction (29,291) 1 (12,866) (6,306) (4,925)
Gain on sale of assets (71,926) 69,880 .... (2,046) ....
Gain on sale of non-regulated businesses & property .... .... .... .... ....
Equity in earnings of subsidiaries .... (651,977) .... .... ....
Accrued pension liability .... .... .... .... ....
Provisions for estimated losses .... .... .... .... ....
Changes in working capital:
Receivables 9,246 (127,171) 40,375 9,791 (41,565)
Fuel inventory (1,359) 94,394 (4,633) (8,070) 95,120
Accounts payable 35,233 150,342 56,985 42,370 7,659
Taxes accrued 158,733 (178,046) (30,054) 46,018 (33,066)
Interest accrued (56,552) 23,044 (2,908) (14,061) (9,959)
Deferred fuel costs (71,072) 66,673 (429) (1,561) 56,714
Other working capital accounts 45,285 (122,169) 2,444 (10,954) 5,442
Provision for estimated losses and reserves (59,464) 113,532 (8,116) 8,496 38,577
Common stock dividends received .... 532,300 .... .... ....
Changes in other regulatory assets (36,379) (82,233) 45,898 (59,242) (45,146)
Other 108,673 38,239 (42,249) 56,817 ....
-------------------------------------------------------------
Net cash flow provided by (used in) operating activities 1,307,369 514,714 313,315 345,151 410,394
-------------------------------------------------------------

INVESTING ACTIVITIES:
Construction expenditures (1,195,750) 431,578 (238,009) (199,076) (130,933)
Allowance for equity funds used during construction 29,291 (1) 12,866 6,306 4,925
Nuclear fuel purchases (137,649) 556 (32,517) (53,293) (11,308)
Proceeds from sale/leaseback of nuclear fuel 137,093 .... 32,517 53,293 11,308
Acquisition of non-regulated businesses .... .... .... .... ....
Investment in subsidiaries .... 237,121 .... .... ....
Proceeds from sale of businesses 351,082 (351,082) .... .... ....
Investment in nonregulated/nonutility properties (81,273) 81,273 .... .... ....
Proceeds from notes receivable 956,356 (956,356)
Purchase of other temporary investments (321,351) 321,351
Proceeds from sale of non-utility property .... .... .... .... ....
Purchase of notes receivable .... .... .... .... ....
Decommissioning trust contributions and realized
change in trust assets (61,766) (2,650) (17,746) (10,853) (13,678)
Other (42,258) 47,763 .... .... ....
-------------------------------------------------------------
Net cash flow provided by (used in) investing activities (366,225) (190,447) (242,889) (203,623) (139,686)
-------------------------------------------------------------

FINANCING ACTIVITIES:
Proceeds from issuance of:
General and refunding mortgage bonds .... .... .... .... ....
First mortgage bonds .... .... .... .... ....
Long-term debt 1,113,370 (436,908) .... 122,906 298,092
Common stock 15,320 .... .... .... ....
Retirement of:
First mortgage bonds .... .... .... .... ....
General and refunding mortgage bonds .... .... .... .... ....
Long-term debt (1,195,451) 125,014 (39,607) (197,960) (386,707)
Repurchase of common stock (245,004) 1 .... .... ....
Redemption of preferred stock (98,597) .... (22,666) (25,931) (50,000)
Changes in short-term borrowings (165,506) (6,948) .... .... ....
Dividends paid:
Common stock (291,483) (522,300) (82,700) (107,000) (197,000)
Preferred stock (43,621) .... (11,696) (16,967) (10,389)
Change in advances from parent company .... (3,000) .... .... ....
Capital contributions returned to parent .... 6,000 .... .... ....
Advances to subsidiaries .... (32,261) .... .... ....
Other .... .... .... .... ....
-------------------------------------------------------------
Net cash flow provided by (used in) financing activities (910,972) (870,402) (156,669) (224,952) (346,004)
-------------------------------------------------------------

Effect of exchange rates on cash and cash equivalents (948) 948 .... .... ....
-------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents 29,224 (545,187) (86,243) (83,424) (75,296)
Cash and cash equivalents at beginning of year 1,184,495 (452,417) 93,105 115,736 83,030
-------------------------------------------------------------
Cash and cash equivalents at end of year $1,213,719 $ (997,604) $ 6,862 $ 32,312 $ 7,734
=============================================================

</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) $ 41,588 $ 18,961 $ 82,372 $ 552,459 $ ....
Noncash items included in net income
Amortization of rate deferrals .... 28,430 .... .... ....
Reserve for regulatory adjustments .... .... 108,484 .... ....
Other regulatory charges - net (12,044) (9,036) 57,656 .... ....
Deferred unrealized losses on hedging .... .... .... .... ....
Depreciation, amortization and decommissioning 42,870 21,219 132,806 1,438 470
Deferred income taxes and investment tax credits 18,066 (3,131) (86,860) (15,237) (121)
Allowance for equity funds used during construction (1,569) (1,084) (2,540) .... ....
Gain on sale of assets .... .... .... .... ....
Gain on sale of non-regulated businesses & property .... .... .... .... ....
Equity in earnings of subsidiaries .... .... .... (651,977) ....
Accrued pension liability .... .... .... .... ....
Provisions for estimated losses .... .... .... .... ....
Changes in working capital:
Receivables 24,208 (7,258) (172,354) 198 21,603
Fuel inventory (771) 179 0 .... ....
Accounts payable 54,317 23,319 (11,688) 17,256 (16,816)
Taxes accrued 29,955 429 (21,424) .... ....
Interest accrued (4,595) 37 (2,022) .... ....
Deferred fuel costs (45,830) (13,293) .... .... ....
Other working capital accounts 10,072 6,607 (4,425) (83,711) 169
Provision for estimated losses and reserves 4,173 (531) 45 .... ....
Common stock dividends received .... .... .... 532,300 ....
Changes in other regulatory assets (30,179) (11,482) (18,492) .... ....
Other 12,152 6,796 41,250 68,276 1,757
-------------------------------------------------------------
Net cash flow provided by (used in) operating activities 142,413 60,162 102,808 421,002 7,062
-------------------------------------------------------------

INVESTING ACTIVITIES:
Construction expenditures (94,717) (46,239) (28,848) (604) ....
Allowance for equity funds used during construction 1,569 1,084 2,540 .... ....
Nuclear fuel purchases .... .... (39,975) .... ....
Proceeds from sale/leaseback of nuclear fuel .... .... 39,975 .... ....
Acquisition of non-regulated businesses .... .... .... .... ....
Investment in subsidiaries .... .... .... 237,121 ....
Proceeds from sale of businesses .... .... .... .... ....
Investment in nonregulated/nonutility properties .... .... .... .... ....
Proceeds from notes receivable
Purchase of other temporary investments
Proceeds from sale of non-utility property .... .... .... .... ....
Purchase of notes receivable .... .... .... .... ....
Decommissioning trust contributions and realized
change in trust assets .... .... (22,139) .... ....
Other .... .... .... 9,327 ....
-------------------------------------------------------------
Net cash flow provided by (used in) investing activities (93,148) (45,155) (48,447) 245,844 ....
-------------------------------------------------------------

FINANCING ACTIVITIES:
Proceeds from issuance of:
General and refunding mortgage bonds .... .... .... .... ....
First mortgage bonds .... .... .... .... ....
Long-term debt 153,629 .... 101,835 .... ....
Common stock .... .... .... 15,320 ....
Retirement of:
First mortgage bonds .... .... .... .... ....
General and refunding mortgage bonds .... .... .... .... ....
Long-term debt (163,278) .... (282,885) .... ....
Repurchase of common stock .... .... .... (245,003) ....
Redemption of preferred stock .... .... .... .... ....
Changes in short-term borrowings (6) .... .... (165,500) (6,948)
Dividends paid:
Common stock (34,100) (26,500) (75,000) (291,483) ....
Preferred stock (3,363) (1,206) .... .... ....
Change in advances from parent company .... .... .... .... ....
Capital contributions returned to parent .... .... .... .... ....
Advances to subsidiaries .... .... .... (32,261) ....
Other .... .... .... .... ....
-------------------------------------------------------------
Net cash flow provided by (used in) financing activities (47,118) (27,706) (256,050) (718,927) (6,948)
-------------------------------------------------------------

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

Net increase (decrease) in cash and cash equivalents 2,147 (12,699) (201,689) (52,081) 114
Cash and cash equivalents at beginning of year 2,640 17,153 236,841 68,574 3
-------------------------------------------------------------
Cash and cash equivalents at end of year $ 4,787 $ 4,454 $ 35,152 $ 16,493 $ 117
=============================================================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1999
(In Thousands)

ENTERGY ENTERGY SYSTEM ENTERGY
OPERATING ACTIVITIES: POWER SERVICES FUELS ENTERPRISES
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net Income (Loss) $ 5,347 $ .... $ .... $ (35,155)
Noncash items included in net income
Amortization of rate deferrals .... .... .... ....
Reserve for regulatory adjustments .... .... .... ....
Other regulatory charges - net .... .... .... ....
Deferred unrealized losses on hedging .... .... .... ....
Depreciation, amortization and decommissioning 3,620 14,758 4,235 1,990
Deferred income taxes and investment tax credits (268) (5,508) (60) 488
Allowance for equity funds used during construction .... .... .... ....
Gain on sale of assets .... .... .... ....
Gain on sale of non-regulated businesses & property .... .... .... ....
Equity in earnings of subsidiaries .... .... .... ....
Accrued pension liability .... .... .... ....
Provisions for estimated losses .... .... .... ....
Changes in working capital:
Receivables 1,983 (4,217) 9,433 (122)
Fuel inventory (475) .... 11,685 ....
Accounts payable (4,452) 33,557 (21,041) 4,109
Taxes accrued (10,761) (461) (10) 61
Interest accrued
Deferred fuel costs .... .... .... ....
Other working capital accounts (16) (5,115) .... 2,603
Provision for estimated losses and reserves .... 11,424 .... ....
Common stock dividends received .... .... .... ....
Changes in other regulatory assets .... 31 .... ....
Other (38) 9,777 (1,340) (6,286)
----------------------------------------------------
Net cash flow provided by (used in) operating activities (5,060) 54,246 2,902 (32,312)
----------------------------------------------------

INVESTING ACTIVITIES:
Construction expenditures (1,911) (23,488) .... (347)
Allowance for equity funds used during construction .... .... .... ....
Nuclear fuel purchases .... .... .... ....
Proceeds from sale/leaseback of nuclear fuel .... .... .... ....
Acquisition of non-regulated businesses .... .... .... ....
Investment in subsidiaries .... .... .... ....
Proceeds from sale of businesses .... .... .... ....
Investment in nonregulated/nonutility properties .... .... .... ....
Proceeds from notes receivable .... .... .... ....
Purchase of other temporary investments
Proceeds from sale of non-utility property
Purchase of notes receivable .... .... .... ....
Decommissioning trust contributions and realized
change in trust assets
Other 260 .... (4,082) ....
----------------------------------------------------
Net cash flow provided by (used in) investing activities (1,651) (23,488) (4,082) (347)
----------------------------------------------------

FINANCING ACTIVITIES:
Proceeds from issuance of:
General and refunding mortgage bonds .... .... .... ....
First mortgage bonds .... .... .... ....
Long-term debt .... .... .... ....
Common stock .... .... .... ....
Retirement of:
First mortgage bonds .... .... .... ....
General and refunding mortgage bonds .... .... .... ....
Long-term debt .... .... .... ....
Repurchase of common stock .... .... .... ....
Redemption of preferred stock .... .... .... ....
Changes in short-term borrowings .... .... .... ....
Dividends paid:
Common stock .... .... .... ....
Preferred stock .... .... .... ....
Change in advances from parent company .... .... .... (3,000)
Capital contributions returned to parent (30,000) .... .... 36,000
Advances to subsidiaries .... .... .... ....
Other .... .... .... ....
----------------------------------------------------
Net cash flow provided by (used in) financing activities (30,000) .... .... 33,000
----------------------------------------------------

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

Net increase (decrease) in cash and cash equivalents (36,711) 30,758 (1,180) 341
Cash and cash equivalents at beginning of year 79,541 15,077 1,200 19,178
----------------------------------------------------
Cash and cash equivalents at end of year $ 42,830 $ 45,835 $ 20 $ 19,519
====================================================

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

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1999
(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 $ 108,198 $ (64,821) $ 6,862 $ 8,607 $ 7,734
Temporary cash investments - at cost
which approximates market 1,105,521 (932,783) .... 23,705 ....
Special deposits .... .... .... .... ....
----------------------------------------------------------------
Total cash and cash equivalents 1,213,719 (997,604) 6,862 32,312 7,734
----------------------------------------------------------------
Other temporary investments - at cost,
which approximates market 321,351 (321,351) .... .... ....
Notes receivable 2,161 (97) .... .... ....
Accounts receivable:
Customer 290,331 (91) 73,357 73,215 79,335
Allowance for doubtful accounts (9,507) 500 (1,768) (1,828) (1,615)
Associated companies .... 661,806 27,073 1,706 14,601
Other 207,898 (146,291) 5,583 15,030 10,762
Accrued unbilled revenues 298,616 .... 53,600 90,396 106,200
Bulk power receivable:
Associated companies .... .... .... .... ....
Other .... .... .... .... ....
----------------------------------------------------------------
Total receivables 787,338 515,924 157,845 178,519 209,283
Deferred fuel costs 240,661 .... 41,620 134,458 2,161
Accumulated deferred income taxes .... 13,762 .... .... 12,520
Fuel inventory - at average cost 94,419 28,162 24,485 38,271 ....
Materials and supplies - at average cost 392,403 (20,079) 85,612 112,585 84,027
Rate deferrals 30,394 .... .... 5,606 ....
Deferred nuclear refueling outage costs 58,119 1 28,119 .... 11,336
Prepayments and other 78,567 (26,253) 6,480 21,750 6,014
----------------------------------------------------------------
Total 3,219,132 (807,535) 351,023 523,501 333,075
----------------------------------------------------------------

Other Property and Investments:
Investment in subsidiary companies - at equity 214 7,148,546 11,215 .... 14,230
Decommissioning trust funds 1,246,023 (431,008) 344,011 234,677 100,943
Non-utility property - at cost (less accumulated 317,165 (98,047) 1,463 187,759 21,433
depreciation)
Non-regulated investments 198,003 (195,377) .... .... ....
Other - at cost (less accumulated depreciation) 16,714 .... 3,033 13,681 ....
----------------------------------------------------------------
Total 1,778,119 6,424,114 359,722 436,117 136,606
----------------------------------------------------------------

Utility Plant:
Electric 23,163,161 (15,145) 4,854,433 7,365,407 5,178,808
Plant acquisition adjustment 406,929 (406,629) .... .... ....
Property under capital lease 768,500 (836) 44,471 46,210 236,271
Natural gas 186,041 .... .... 52,473 ....
Steam products .... .... .... .... ....
Construction work in progress 1,500,617 (788,865) 267,091 145,492 108,106
Nuclear fuel under capital leases 286,476 .... 85,725 70,801 51,930
Nuclear fuel 87,693 (78,244) 9,449 .... ....
----------------------------------------------------------------
Total 26,399,417 (1,289,719) 5,261,169 7,680,383 5,575,115
Less - Accumulated depreciation and amortization 10,898,661 (2,373) 2,401,021 3,534,473 2,294,394
----------------------------------------------------------------
Utility plant - net 15,500,756 (1,287,346) 2,860,148 4,145,910 3,280,721
----------------------------------------------------------------

Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 16,581 (1) .... 5,606 ....
SFAS 109 regulatory asset - net 1,068,006 7,527 192,344 385,405 230,899
Unamortized loss on reaquired debt 198,631 .... 48,193 40,576 35,856
Other regulatory assets 637,870 10,629 106,959 140,157 50,191
Long-term receivables 32,260 .... .... 32,260 ....
Other Regulatory Assets .... .... .... .... ....
Accumulated Deferred Income Taxes .... .... .... .... ....
Other 533,732 (405,547) 14,125 23,490 17,302
----------------------------------------------------------------
Total 2,487,080 (387,392) 361,621 627,494 334,248
----------------------------------------------------------------
Total $ 22,985,087 $ 3,941,841 $ 3,932,514 $ 5,733,022 $ 4,084,650
================================================================

</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 $ 4,787 $ 4,454 $ 136 $ .... $ 117
Temporary cash investments - at cost
which approximates market .... .... 35,016 16,493 ....
Special deposits .... .... .... .... ....
----------------------------------------------------------------
Total cash and cash equivalents 4,787 4,454 35,152 16,493 117
----------------------------------------------------------------
Other temporary investments - at cost,
which approximates market .... .... .... .... ....
Notes receivable .... .... .... .... ....
Accounts receivable:
Customer 35,675 28,658 .... .... ....
Allowance for doubtful accounts (886) (846) .... .... ....
Associated companies 1,370 404 301,287 177,501 18,549
Other 2,391 6,225 670 2,030 332
Accrued unbilled revenues 28,600 19,820 .... .... ....
Bulk power receivable:
Associated companies .... .... .... .... ....
Other .... .... .... .... ....
----------------------------------------------------------------
Total receivables 67,150 54,261 301,957 179,531 18,881
Deferred fuel costs 47,939 14,483 .... .... ....
Accumulated deferred income taxes .... .... .... .... 1,242
Fuel inventory - at average cost 3,774 3,293 .... .... ....
Materials and supplies - at average cost 17,068 10,127 61,264 .... ....
Rate deferrals .... 24,788 .... .... ....
Deferred nuclear refueling outage costs .... .... 18,665 .... ....
Prepayments and other 7,114 2,528 2,251 .... 163
----------------------------------------------------------------
Total 147,832 113,934 419,289 196,024 20,403
----------------------------------------------------------------

Other Property and Investments:
Investment in subsidiary companies - at equity 5,531 3,259 .... 7,114,525 ....
Decommissioning trust funds .... .... 135,384 .... ....
Non-utility property - at cost (less accumulated 6,965 .... .... .... ....
depreciation)
Non-regulated investments .... .... .... .... ....
Other - at cost (less accumulated depreciation) .... .... .... .... ....
----------------------------------------------------------------
Total 12,496 3,259 135,384 7,114,525 ....
----------------------------------------------------------------

Utility Plant:
Electric 1,763,636 541,525 3,060,324 .... 12,028
Plant acquisition adjustment .... .... .... .... ....
Property under capital lease 384 .... 434,993 .... ....
Natural gas .... 133,568 .... .... ....
Steam products .... .... .... .... ....
Construction work in progress 66,789 29,780 58,510 .... 118
Nuclear fuel under capital leases .... .... 78,020 .... ....
Nuclear fuel .... .... .... .... ....
----------------------------------------------------------------
Total 1,830,809 704,873 3,631,847 .... 12,146
Less - Accumulated depreciation and amortization 709,543 382,797 1,312,559 .... 9,870
----------------------------------------------------------------
Utility plant - net 1,121,266 322,076 2,319,288 .... 2,276
----------------------------------------------------------------

Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals .... 10,974 .... .... ....
SFAS 109 regulatory asset - net 24,051 .... 242,834 .... ....
Unamortized loss on reaquired debt 16,345 1,187 56,474 .... ....
Other regulatory assets 132,243 33,039 185,910 .... ....
Long-term receivables .... .... .... .... ....
Other Regulatory Assets .... .... .... .... ....
Accumulated Deferred Income Taxes .... .... .... .... ....
Other 5,784 1,277 9,869 50,357 407
----------------------------------------------------------------
Total 178,423 46,477 495,087 50,357 407
----------------------------------------------------------------
Total $ 1,460,017 $ 485,746 $3,369,048 $ 7,360,906 $ 23,086
================================================================

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

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1999
(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 $ 317 $ 3,357 $ 20 $ 6,986
Temporary cash investments - at cost
which approximates market 42,513 42,478 .... 12,533
Special deposits .... .... .... ....
-------------------------------------------------------
Total cash and cash equivalents 42,830 45,835 20 19,519
-------------------------------------------------------
Other temporary investments - at cost,
which approximates market .... .... .... ....
Notes receivable .... .... .... 2,064
Accounts receivable:
Customer .... .... .... ....
Allowance for doubtful accounts .... .... .... (2,064)
Associated companies 1,440 99,356 1,907 16,612
Other 3,128 12,604 2,646 206
Accrued unbilled revenues .... .... .... ....
Bulk power receivable:
Associated companies .... .... .... ....
Other .... .... .... ....
-------------------------------------------------------
Total receivables 4,568 111,960 4,553 14,754
Deferred fuel costs .... .... .... ....
Accumulated deferred income taxes .... .... .... ....
Fuel inventory - at average cost 1,224 .... 51,534 ....
Materials and supplies - at average cost 1,642 (1) .... ....
Rate deferrals .... .... .... ....
Deferred nuclear refueling outage costs .... .... .... ....
Prepayments and other 2,264 2,645 .... 1,105
-------------------------------------------------------
Total 52,528 160,439 56,107 37,442
-------------------------------------------------------

Other Property and Investments:
Investment in subsidiary companies - at equity .... .... .... ....
Decommissioning trust funds .... .... .... ....
Non-utility property - at cost (less accumulated .... .... .... 1,498
depreciation)
Non-regulated investments .... .... .... 2,626
Other - at cost (less accumulated depreciation) .... .... .... ....
-------------------------------------------------------
Total .... .... .... 4,124
-------------------------------------------------------

Utility Plant:
Electric 144,679 202,752 24,424 ....
Plant acquisition adjustment 300 .... .... ....
Property under capital lease .... .... 5,335 ....
Natural gas .... .... .... ....
Steam products .... .... .... ....
Construction work in progress 3,307 32,543 .... 16
Nuclear fuel under capital leases .... .... .... ....
Nuclear fuel .... .... .... ....
-------------------------------------------------------
Total 148,286 235,295 29,759 16
Less - Accumulated depreciation and amortization 83,258 144,024 24,349 ....
-------------------------------------------------------
Utility plant - net 65,028 91,271 5,410 16
-------------------------------------------------------

Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals .... .... .... ....
SFAS 109 regulatory asset - net .... .... .... ....
Unamortized loss on reaquired debt .... .... .... ....
Other regulatory assets .... .... .... ....
Long-term receivables .... .... .... ....
Other Regulatory Assets .... .... .... ....
Accumulated Deferred Income Taxes .... .... .... ....
Other 25 2,869 35 2,645
-------------------------------------------------------
Total 25 2,869 35 2,645
-------------------------------------------------------
Total $ 117,581 $ 254,579 $ 61,552 $ 44,227
=======================================================

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

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1999
(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 $ 194,555 $ .... $ 220 $ .... $ 116,388
Notes payable:
Associated companies .... 34,000 .... .... ....
Other 120,715 (48) 667 .... ....
Accounts payable:
Associated companies .... 586,965 81,958 79,962 137,869
Other 707,678 (216,207) 102,959 114,444 90,768
Customer deposits 161,909 .... 26,320 33,360 61,096
Taxes accrued 445,677 (171,150) 38,532 101,798 25,863
Accumulated deferred income taxes 72,640 33,207 38,649 27,960 ....
Nuclear refueling outage costs 11,216 .... .... 11,216 ....
Interest accrued 129,028 (2,850) 22,378 28,570 20,236
Co-owner advances 7,018 8,320 15,338 .... ....
Obligations under capital leases 178,247 (835) 55,150 51,973 28,387
Other 125,749 (8,600) 11,598 14,557 59,737
-------------------------------------------------------------------
Total 2,154,432 262,802 393,769 463,840 540,344
-------------------------------------------------------------------

Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 3,310,340 94,397 713,622 1,098,882 792,290
Accumulated deferred investment tax credits 519,910 1 94,852 178,500 123,155
FERC Settlement - refund obligation .... .... .... .... ....
Deferred revenue .... .... .... .... ....
SFAS 109 regulatory liability - net .... 7,528 .... .... ....
Obligations under capital leases 205,464 .... 75,045 65,038 23,543
FERC settlement - refund obligation 37,337 .... .... .... ....
Other regulatory liabilities 199,139 .... 88,563 20,089 15,421
Decommissioning 703,453 (434,756) .... 139,194 ....
Transition to competition 157,034 .... 109,933 47,101 ....
Regulatory reserves 378,307 .... .... 110,536 ....
Accumulated provisions 279,425 (46,787) 43,288 69,395 58,087
Other 535,156 (200,430) 51,080 117,804 34,564
-------------------------------------------------------------------
Total 6,325,565 (580,047) 1,176,383 1,846,539 1,047,060
-------------------------------------------------------------------

Long-term debt 6,612,583 (974,110) 1,130,801 1,631,581 1,145,463
Subsidiaries' preferred stock with sinking fund 69,650 .... .... 34,650 35,000
Subsidiary's preference stock 150,000 .... .... 150,000 ....
Company-obligated mandatorily redeemable ....
preferred securities of subsidiary trust holding ....
solely junior subordinated deferrable debentures 215,000 .... 60,000 85,000 70,000
Company-obligated redeemable preferred securities of
of subsidiary partnership holding solely junior subordinated
deferrable debentures .... .... .... .... ....
Notes payable to associated companies .... .... .... .... ....

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
247,082,345 shares 2,471 55 .... .... ....
Common stock of subsidiaries .... 2,283,290 470 114,055 1,088,900
Paid-in capital 4,636,163 1,926,497 591,127 1,153,131 ....
Capital stock expense and other .... 206,770 .... .... (2,171)
Retained earnings 2,786,467 811,561 463,614 202,782 59,554
Cumulative foreign currency translation (68,782) .... .... .... ....
Net unrealized investment losses (5,023) 5,023 .... .... ....
Less - treasury stock at cost (8,045,434 shares in 1999) 231,894 .... .... .... ....
-------------------------------------------------------------------
Total common shareholders' equity 7,457,857 5,233,196 1,171,561 1,521,412 1,246,783
-------------------------------------------------------------------

Total $22,985,087 $ 3,941,841 $ 3,932,514 $ 5,733,022 $ 4,084,650
===================================================================

</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 $ .... $ .... $ 77,947 $ .... $ ....
Notes payable:
Associated companies .... .... .... .... ....
Other .... .... .... 120,000 ....
Accounts payable:
Associated companies 84,382 24,350 15,237 2,165 16,757
Other 32,470 28,261 18,470 17,786 3,264
Customer deposits 23,303 17,830 .... .... ....
Taxes accrued 35,968 429 55,383 9,142 271
Accumulated deferred income taxes 526 10,863 7,162 .... ....
Nuclear refueling outage costs .... .... .... .... ....
Interest accrued 10,038 4,956 40,000 .... ....
Co-owner advances .... .... .... .... ....
Obligations under capital leases 95 .... 38,421 .... ....
Other 2,137 5,524 1,651 6,399 ....
-------------------------------------------------------------------
Total 188,919 92,213 254,271 155,492 20,292
-------------------------------------------------------------------

Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 298,477 43,878 481,945 .... 14
Accumulated deferred investment tax credits 20,908 6,378 93,219 .... ....
FERC Settlement - refund obligation .... .... .... .... ....
Deferred revenue .... .... .... .... ....
SFAS 109 regulatory liability - net .... 7,528 .... .... ....
Obligations under capital leases 290 .... 39,599 .... ....
FERC settlement - refund obligation .... .... 37,337 .... ....
Other regulatory liabilities .... 1,753 73,313 .... ....
Decommissioning .... .... 129,503 .... ....
Transition to competition .... .... .... .... ....
Regulatory reserves .... .... 267,771 .... ....
Accumulated provisions 7,374 8,836 2,016 .... 668
Other 3,368 7,733 16,014 80,989 1,112
-------------------------------------------------------------------
Total 330,417 76,106 1,140,717 80,989 1,794
-------------------------------------------------------------------

Long-term debt 464,466 169,083 1,082,579 .... ....
Subsidiaries' preferred stock with sinking fund .... .... .... .... ....
Subsidiary's preference stock .... .... .... .... ....
Company-obligated mandatorily redeemable
preferred securities of subsidiary trust holding
solely junior subordinated deferrable debentures .... .... .... .... ....
Company-obligated redeemable preferred securities of
of subsidiary partnership holding solely junior subordinated
deferrable debentures .... .... .... .... ....
Notes payable to associated companies .... .... .... .... ....

Shareholders' Equity:
Subsidiaries' preferred stock without sinking fund 50,381 19,780 .... .... ....
Common stock, $.01 par value, authorized
500,000,000 shares; issued and outstanding
247,082,345 shares .... .... .... 2,471 ....
Common stock of subsidiaries 199,326 33,744 789,350 .... 5
Paid-in capital .... 36,294 .... 4,636,163 995
Capital stock expense and other (59) .... .... .... ....
Retained earnings 226,567 58,526 102,131 2,786,467 ....
Cumulative foreign currency translation .... .... .... (68,782) ....
Net unrealized investment losses .... .... .... .... ....
Less - treasury stock at cost (8,045,434 shares in 1999) .... .... .... 231,894 ....
-------------------------------------------------------------------
Total common shareholders' equity 476,215 148,344 891,481 7,124,425 1,000
-------------------------------------------------------------------

Total $ 1,460,017 $ 485,746 $ 3,369,048 $ 7,360,906 $ 23,086
===================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1999
(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 .... .... 34,000 ....
Other .... .... .... ....
Accounts payable:
Associated companies 5,537 105,492 17,759 15,497
Other .... 75,508 2,993 4,548
Customer deposits .... .... .... ....
Taxes accrued .... 11,930 .... (4,789)
Accumulated deferred income taxes 20,687 .... .... ....
Nuclear refueling outage costs .... .... .... ....
Interest accrued .... .... .... ....
Co-owner advances .... .... .... ....
Obligations under capital leases .... .... 3,386 ....
Other .... 6,063 .... 9,483
-------------------------------------------------------
Total 26,224 198,993 58,138 24,739
-------------------------------------------------------

Deferred Credits and Other Liabilities:
Accumulated deferred income taxes .... (12,214) 1,246 (13,403)
Accumulated deferred investment tax credits .... 2,700 199 ....
FERC Settlement - refund obligation .... .... .... ....
Deferred revenue .... .... .... ....
SFAS 109 regulatory liability - net .... .... .... ....
Obligations under capital leases .... .... 1,949 ....
FERC settlement - refund obligation .... .... .... ....
Other regulatory liabilities .... .... .... ....
Decommissioning .... .... .... ....
Transition to competition .... .... .... ....
Regulatory reserves .... .... .... ....
Accumulated provisions .... 42,974 .... ....
Other .... 22,106 .... (44)
-------------------------------------------------------
Total .... 55,566 3,394 (13,447)
-------------------------------------------------------

Long-term debt .... .... .... 14,500
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 .... .... .... ....
Company-obligated redeemable preferred securities of
of subsidiary partnership holding solely junior subordinated
deferrable debentures .... .... .... ....
Notes payable to associated companies .... .... .... ....

Shareholders' Equity:
Subsidiaries' preferred stock without sinking fund .... .... .... ....
Common stock, $.01 par value, authorized
500,000,000 shares; issued and outstanding
247,082,345 shares 55 .... .... ....
Common stock of subsidiaries .... 20 20 57,400
Paid-in capital 144,950 .... .... ....
Capital stock expense and other .... .... .... 209,000
Retained earnings (53,648) .... .... (247,965)
Cumulative foreign currency translation .... .... .... ....
Net unrealized investment losses .... .... .... ....
Less - treasury stock at cost (8,045,434 shares in 1999) .... .... .... ....
-------------------------------------------------------
Total common shareholders' equity 91,357 20 20 18,435
-------------------------------------------------------

Total $ 117,581 $ 254,579 $ 61,552 $ 44,227
=======================================================

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

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENTS OF RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1999
(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, 1999 $ 2,526,888 $ 877,232 $ 487,855 $ 202,205 $ 74,739
Retained Earnings adjustment & Other .... .... .... .... ....
Add:
Net Income (Loss) 552,459 499,196 69,313 125,000 191,770
Increase in Investment in subsidiary .... .... .... .... ....
-------------------------------------------------------------------
Total 3,079,347 1,376,428 557,168 327,205 266,509
-------------------------------------------------------------------

Deduct:
Dividends declared on:
Preferred and preference stock .... 40,147 9,223 16,784 9,805
Common stock 294,352 522,300 82,700 107,000 197,000
Capital stock and other expenses (1,472) 1,781 1,631 .... 150
Preferred and preference stock redemption .... 639 .... 639 ....
Common stock retirements .... .... .... .... ....
-------------------------------------------------------------------
Total 292,880 564,867 93,554 124,423 206,955
-------------------------------------------------------------------

Retained Earnings, December 31, 1999 $ 2,786,467 $ 811,561 $ 463,614 $ 202,782 $ 59,554
===================================================================

</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, 1999 $ 222,449 $ 67,030 $ 94,759 $ 2,526,888 $ ....
Retained Earnings adjustment & Other .... .... .... .... ....
Add:
Net Income (Loss) 41,588 18,961 82,372 552,459 ....
Increase in Investment in subsidiary .... .... .... .... ....
-------------------------------------------------------------------
Total 264,037 85,991 177,131 3,079,347 ....
-------------------------------------------------------------------

Deduct:
Dividends declared on:
Preferred and preference stock 3,370 965 .... .... ....
Common stock 34,100 26,500 75,000 294,352 ....
Capital stock and other expenses .... .... .... (1,472) ....
Preferred and preference stock redemption .... .... .... .... ....
Common stock retirements .... .... .... .... ....
-------------------------------------------------------------------
Total 37,470 27,465 75,000 292,880 ....
-------------------------------------------------------------------

Retained Earnings, December 31, 1999 $ 226,567 $ 58,526 $ 102,131 $ 2,786,467 $ ....
===================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENTS OF RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1999
(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, 1999 $ (58,995) $ .... $ .... $ (212,810)
Retained Earnings adjustment & Other .... .... .... ....
Add:
Net Income (Loss) 5,347 .... .... (35,155)
Increase in Investment in subsidiary .... .... .... ....
---------------------------------------------------
Total (53,648) .... .... (247,965)
---------------------------------------------------

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

Retained Earnings, December 31, 1999 $ (53,648) $ .... $ .... $(247,965)
===================================================

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

ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1999
(In Thousands)

INTERCOMPANY
ELIMINATIONS
AND ENTERGY
CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Operating Revenues:
Electric $ 2,082,358 $ 6,293 $ 2,081,241 $ 3,686
Natural gas 28,998 .... 28,998 ....
Steam products 15,852 .... 15,852 ....
----------------------------------------------------------
Total 2,127,208 6,293 2,126,091 3,686
----------------------------------------------------------

Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses 634,726 .... 634,726 ....
Purchased power 365,245 .... 365,245 ....
Nuclear refueling outage expense 16,307 .... 16,307 ....
Other operation and maintenance 419,713 3,698 423,380 ....
Depreciation and decommissioning 192,842 329 190,705 1,997
Taxes other than income taxes 111,872 .... 111,872 ....
Other regulatory charges (credits) (24,092) 2,002 (24,951) ....
Amortization of rate deferrals 89,597 .... 89,597 ....
----------------------------------------------------------
Total 1,806,210 6,029 1,806,881 1,997
----------------------------------------------------------
Operating Income (loss) 320,998 264 319,210 1,689
----------------------------------------------------------

Other Income:
Allowance for equity funds used during
construction 6,306 .... 6,306 ....
Miscellaneous - net 20,119 3,141 20,544 (66)
----------------------------------------------------------
Total 26,425 3,141 26,850 (66)
----------------------------------------------------------

Interest and Other Charges:
Interest on long-term debt 138,602 897 138,784 453
Other interest - net 6,994 .... 6,994 ....
Distributions on preferred securities of subsidiary 7,438 .... 7,438 ....
Allowance for borrowed funds used during
construction (5,776) .... (5,776) ....
----------------------------------------------------------
Total 147,258 897 147,440 453
----------------------------------------------------------

Income before income taxes 200,165 2,507 198,619 1,170

Income tax expense (benefit) 75,165 .... 73,619 455
----------------------------------------------------------

Net income 125,000 2,507 125,000 715

Preferred and preference dividend requirements 17,423 .... 17,423 ....
----------------------------------------------------------

Earnings applicable to common stock $ 107,577 $ 2,507 $ 107,577 $ 715
==========================================================

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

ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1999
(In Thousands)

Southern
Gulf Varibus POG
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C>
Operating Revenues:
Electric $ 3,724 $ .... $ ....
Natural gas .... .... ....
Steam products .... .... ....
-------------------------------------
Total 3,724 .... ....
-------------------------------------

Operating Expenses:
Operation:
Fuel for electric generation
and fuel-related expenses .... .... ....
Purchased power .... .... ....
Nuclear refueling outage expense .... .... ....
Other operation and maintenance 31 .... ....
Depreciation and decommissioning 469 .... ....
Taxes other than income taxes .... .... ....
Other regulatory charges (credits) 2,861 .... ....
Amortization of rate deferrals .... .... ....
-------------------------------------
Total 3,361 .... ....
-------------------------------------
Operating Income (loss) 363 .... ....
-------------------------------------

Other Income:
Allowance for equity funds used during
construction .... .... ....
Miscellaneous - net (101) 2,708 175
-------------------------------------
Total (101) 2,708 175
-------------------------------------

Interest and Other Charges:
Interest on long-term debt 262 .... ....
Other interest - net .... .... ....
Distributions on preferred securities of subsidiary .... .... ....
Allowance for borrowed funds used during
construction .... .... ....
-------------------------------------
Total 262 .... ....
-------------------------------------

Income before income taxes .... 2,708 175

Income tax expense (benefit) 114 918 59
-------------------------------------

Net income (114) 1,790 116

Preferred and preference dividend requirements .... .... ....
-------------------------------------

Earnings applicable to common stock $ (114) $ 1,790 $ 116
=====================================

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

ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1999
(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 $ 125,000 $ 2,507 $ 125,000 $ 715 $ (114) $ 1,790 $ 116
Noncash items included in net income
Amortization of rate deferrals 89,597 .... 89,597 .... .... .... ....
Reserve for regulatory adjustments (97,953) .... (97,953) .... .... .... ....
Other regulatory charges (credits) (24,092) .... (24,092) .... .... .... ....
Depreciation, amortization and
decommissioning 192,842 .... 192,842 .... .... .... ....
Deferred income taxes and investment
tax credits (1,495) .... (1,495) .... .... .... ....
Allowance for equity funds used during
construction (6,306) .... (6,306) .... .... .... ....
Gain on sale of assets (2,046) .... (2,046) .... .... .... ....
Changes in working capital:
Receivables 9,791 736 10,393 149 198 (272) 59
Fuel inventory (8,070) .... (8,070) .... .... .... ....
Accounts payable 42,370 706 42,161 1 3 909 2
Taxes accrued 46,018 162 46,114 162 (96) .... ....
Interest accrued (14,061) (132) (14,061) (132) .... ....
Deferred fuel (1,561) .... (1,561) .... .... .... ....
Other working capital accounts (10,954) .... (10,954) .... .... .... ....
Provision for estimated losses and reserves 8,496 .... 8,496 .... .... .... ....
Changes in other regulatory assets (59,242) .... (59,242) .... .... .... ....
Other 56,817 (3,979) 53,479 (916) 32 243 ....
----------------------------------------------------------------------------------
Net cash flow provided by operating activities 345,151 .... 342,302 (21) 23 2,670 177
----------------------------------------------------------------------------------

INVESTING ACTIVITIES:
Construction expenditures (199,076) .... (199,076) .... .... .... ....
Allowance for equity funds used during
construction 6,306 .... 6,306 .... .... .... ....
Nuclear fuel purchases (53,293) .... (53,293) .... .... .... ....
Proceeds from sale/leaseback of nuclear fuel 53,293 .... 53,293 .... .... .... ....
Decommissioning trust contributions and realized
change in trust assets (10,853) .... (10,853) .... .... .... ....
----------------------------------------------------------------------------------

Net cash flow used by investing activities (203,623) .... (203,623) .... .... .... ....
----------------------------------------------------------------------------------

FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt 122,906 .... 122,906 .... .... .... ....
Changes in notes payable - associated companies .... .... .... .... .... .... ....
Retirement of long-term debt (197,960) .... (197,960) .... .... .... ....
Redemption of preferred stock (25,931) .... (25,931) .... .... .... ....
Dividends paid:
Common stock (107,000) .... (107,000) .... .... .... ....
Preferred stock (16,967) .... (16,967) .... .... .... ....
----------------------------------------------------------------------------------

Net cash flow used by financing activities (224,952) .... (224,952) .... .... .... ....
----------------------------------------------------------------------------------

Net increase (decrease) in cash and
cash equivalents (83,424) .... (86,273) (21) 23 2,670 177
Cash and cash equivalents at beginning of year 115,736 .... 94,621 90 183 17,439 3,403
----------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 32,312 $ .... $ 8,348 $ 69 $ 206 $ 20,109 $ 3,580
==================================================================================

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

ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31,1999
(In Thousands)

INTERCOMPANY
ELIMINATIONS
AND ENTERGY
CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
ASSETS

Current Assets:
Cash and cash equivalents:
Cash $ 8,607 $ .... $ 8,348 $ 69
Temporary cash investments - at cost
which approximates market 23,705 4,225 4,225 ....
-----------------------------------------------------
Total cash and cash equivalents 32,312 4,225 12,573 69

Notes receivable associated companies .... .... .... ....
Accounts receivable:
Customer 73,215 .... 72,498 ....
Allowance for doubtful accounts (1,828) .... (1,828) ....
Associated companies 1,706 1,617 2,477 1,886
Other 15,030 .... 15,030 ....
Accrued unbilled revenues 90,396 .... 90,396 ....
Deferred fuel costs 134,458 .... 134,458 ....
Accumulated deferred income taxes .... .... .... ....
Fuel inventory - at average cost 38,271 .... 38,271 ....
Materials and supplies - at average cost 112,585 .... 112,585 ....
Rate deferrals 5,606 .... 5,606 ....
Prepayments and other 21,750 .... 21,750 ....
-----------------------------------------------------
Total 523,501 5,842 503,816 1,955
-----------------------------------------------------

Other Property and Investments:
Decommissioning trust funds 234,677 .... 234,677 ....
Non-utility property - at cost (less accumulated depreciation) 187,759 .... 177,920 ....
Other 13,681 46,424 60,105 ....
-----------------------------------------------------
Total 436,117 46,424 472,702 ....
-----------------------------------------------------

Utility Plant:
Electric 7,365,407 .... 7,298,612 66,795
Property under capital lease 46,210 .... 46,210 ....
Natural gas 52,473 .... 52,473 ....
Steam products .... .... .... ....
Construction work in progress 145,492 .... 145,492 ....
Nuclear fuel under capital leases 70,801 .... 70,801 ....
-----------------------------------------------------
Total 7,680,383 .... 7,613,588 66,795
Less - Accumulated depreciation and amortization 3,534,473 .... 3,485,314 49,159
-----------------------------------------------------
Utility plant - net 4,145,910 .... 4,128,274 17,636
-----------------------------------------------------

Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 5,606 .... 5,606 ....
SFAS 109 regulatory asset - net 385,405 .... 385,405 ....
Unamortized loss on reacquired debt 40,576 .... 40,576 ....
Other regulatory assets 140,157 .... 140,157 ....
Long-term receivables 32,260 .... 32,260 ....
Other 23,490 .... 23,490 ....
-----------------------------------------------------
Total 627,494 .... 627,494 ....
-----------------------------------------------------
TOTAL $ 5,733,022 $ 52,266 $ 5,732,286 $ 19,591
=====================================================

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

ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31,1999
(In Thousands)

Southern
Gulf Varibus POG
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C>
ASSETS

Current Assets:
Cash and cash equivalents:
Cash $ 206 $ (20) $ 4
Temporary cash investments - at cost
which approximates market .... 20,129 3,576
-----------------------------------
Total cash and cash equivalents 206 20,109 3,580

Notes receivable associated companies .... .... ....
Accounts receivable:
Customer .... 717 ....
Allowance for doubtful accounts .... .... ....
Associated companies (1,601) .... 561
Other .... .... ....
Accrued unbilled revenues .... .... ....
Deferred fuel costs .... .... ....
Accumulated deferred income taxes .... .... ....
Fuel inventory - at average cost .... .... ....
Materials and supplies - at average cost .... .... ....
Rate deferrals .... .... ....
Prepayments and other .... .... ....
-----------------------------------
Total (1,395) 20,826 4,141
-----------------------------------

Other Property and Investments:
Decommissioning trust funds .... .... ....
Non-utility property - at cost (less accumulated depreciation) 8,974 865 ....
Other .... .... ....
-----------------------------------
Total 8,974 865 ....
-----------------------------------

Utility Plant:
Electric .... .... ....
Property under capital lease .... .... ....
Natural gas .... .... ....
Steam products .... .... ....
Construction work in progress .... .... ....
Nuclear fuel under capital leases .... .... ....
-----------------------------------
Total .... .... ....
Less - Accumulated depreciation and amortization .... .... ....
-----------------------------------
Utility plant - net .... .... ....
-----------------------------------

Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals .... .... ....
SFAS 109 regulatory asset - net .... .... ....
Unamortized loss on reacquired debt .... .... ....
Other regulatory assets .... .... ....
Long-term receivables .... .... ....
Other .... .... ....
-----------------------------------
Total .... .... ....
-----------------------------------
TOTAL $ 7,579 $ 21,691 $ 4,141
===================================

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

ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31,1999
(In Thousands)

INTERCOMPANY
ELIMINATIONS
AND ENTERGY Southern
CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf
(unaudited) (unaudited) (unaudited)
LIABILITIES AND SHAREHOLDER'S EQUITY
<S> <C> <C> <C> <C> <C>
Current Liabilities:
Currently maturing long-term debt $ .... $ .... $ .... $ .... $ ....
Notes payable - associated companies .... 4,225 .... 4,225 ....
Accounts payable:
Associated companies 79,962 927 82,411 .... 7
Other 114,444 .... 114,444 .... ....
Customer deposits 33,360 .... 33,360 .... ....
Taxes accrued 101,798 522 101,970 522 (172)
Accumulated deferred income taxes 27,960 .... 27,960 .... ....
Nuclear refueling reserve 11,216 .... 11,216 .... ....
Interest accrued 28,570 167 28,569 168 ....
Obligations under capital leases 51,973 .... 51,973 .... ....
Other 14,557 .... 14,557 .... ....
------------------------------------------------------------------
Total 463,840 5,841 466,460 4,915 (165)
------------------------------------------------------------------

Deferred Credits:
Accumulated deferred income taxes 1,098,882 .... 1,103,740 (248) (1,924)
Accumulated deferred investment tax credits 178,500 .... 178,500 .... ....
Obligations under capital leases 65,038 .... 65,038 .... ....
Other regulatory liabilities 20,089 .... 20,089 .... ....
Decommissioning 139,194 .... 139,194 .... ....
Transition to competition 47,101 .... 47,101 .... ....
Regulatory reserves 110,536 .... 110,536 .... ....
Accumulated provisions 69,395 .... 69,395 .... ....
Other 117,804 .... 109,590 .... 8,214
------------------------------------------------------------------
Total 1,846,539 .... 1,843,183 (248) 6,290
------------------------------------------------------------------

Long-term debt 1,631,581 1,508 1,631,581 .... 1,508
Preferred stock with sinking fund 34,650 .... 34,650 .... ....
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
Additional paid-in capital 1,153,131 94,697 1,153,132 8,200 ....
Capital stock expense and other .... .... .... .... ....
Retained earnings 202,782 (49,918) 202,781 6,699 (55)
------------------------------------------------------------------
Total 1,521,412 44,917 1,521,412 14,924 (54)
------------------------------------------------------------------

TOTAL $ 5,733,022 $ 50,758 $5,732,286 $ 19,591 $ 7,579
==================================================================

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

ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31,1999
(In Thousands)

Varibus POG
(unaudited) (unaudited)
LIABILITIES AND SHAREHOLDER'S EQUITY
<S> <C> <C>
Current Liabilities:
Currently maturing long-term debt $ .... $ ....
Notes payable - associated companies .... ....
Accounts payable:
Associated companies (1,530) 1
Other .... ....
Customer deposits .... ....
Taxes accrued .... ....
Accumulated deferred income taxes .... ....
Nuclear refueling reserve .... ....
Interest accrued .... ....
Obligations under capital leases .... ....
Other .... ....
----------------------
Total (1,530) 1
----------------------

Deferred Credits:
Accumulated deferred income taxes (1,921) (765)
Accumulated deferred investment tax credits .... ....
Obligations under capital leases .... ....
Other regulatory liabilities .... ....
Decommissioning .... ....
Transition to competition .... ....
Regulatory reserves .... ....
Accumulated provisions .... ....
Other .... ....
----------------------
Total (1,921) (765)
----------------------

Long-term debt .... ....
Preferred stock with sinking fund .... ....
Preference stock .... ....
Company - obligated mandatorily redeemable
preferred securities of subsidiary trust holding
solely junior subordinated deferrable debentures .... ....

Shareholder's Equity:
Preferred stock without sinking fund .... ....
Common stock, no par value, authorized
200,000,000 shares; issued and outstanding
100 shares .... ....
Common stock of subsidiaries 100 12
Additional paid-in capital 40,466 46,030
Capital stock expense and other .... ....
Retained earnings (15,424) (41,137)
----------------------
Total 25,142 4,905
----------------------

TOTAL $ 21,691 $ 4,141
======================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS)

INTERCOMPANY
ELIMINATIONS
AND ENTERGY Southern
RETAINED EARNINGS CONSOLIDATED ADJUSTMENTS GULF STATES GSG&T Gulf
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Retained Earnings, January 1, 1999 $ 202,205 $ (52,425) $ 202,205 $ 5,983 $ 59

Add:
Net Income (Loss) 125,000 2,507 125,000 715 (114)
--------------------------------------------------------------------
Total 327,205 (49,918) 327,205 6,698 (55)
--------------------------------------------------------------------

Deduct:
Dividends declared on:
Preferred and preference stock 16,784 .... 16,784 .... ....
Common stock 107,000 .... 107,000 .... ....
Capital stock and other expenses 639 .... 639 .... ....
---------------------------------------------------------------------
Total 124,423 .... 124,423 .... ....
---------------------------------------------------------------------

Retained Earnings, December 31, 1999 $ 202,782 $ (49,918) $ 202,782 $ 6,698 $ (55)
=====================================================================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY GULF STATES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS)

RETAINED EARNINGS Varibus POG
(unaudited) (unaudited)
<S> <C> <C>
Retained Earnings, January 1, 1999 $ (17,214) $ (41,253)

Add:
Net Income (Loss) 1,790 116
-----------------------------
Total (15,424) (41,137)
-----------------------------

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

Retained Earnings, December 31, 1999 $ (15,424) $ (41,137)
=============================

</TABLE>
<PAGE>

THE ARKLAHOMA CORPORATION
STATEMENT OF OPERATIONS AND RETAINED EARNINGS
YEARS ENDED NOVEMBER 30, 1999 AND 1998
(IN THOUSANDS)

1999 1998

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

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

Income before Federal
and state income taxes 2 3

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

Net Income 2 3

Retained Earnings - beginning of year 311 308

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

Retained Earnings - end of year $313 $311
==== ====

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, 1999 and 1998
(IN THOUSANDS)

1999 1998
OPERATING ACTIVITIES:

Net Income $2 $3
Cumulative effect of a Change in Accounting
for Income Taxes - -
Changes in working capital:
Accounts receivable - -
Accounts payable 2 (2)
---- ----
Net cash flow used by operating activities 4 1
---- ----

FINANCING ACTIVITIES:

Cash dividends declared on common stock - -
---- ----

Net (decrease) in cash
and cash equivalents 4 1

Cash and cash equivalents at
beginning of year 122 121
Cash and cash equivalents at
---- ----
end of year $126 $122
==== ====

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.

THE ARKLAHOMA CORPORATION
BALANCE SHEETS
NOVEMBER 30, 1999 AND 1998
(IN THOUSANDS)

ASSETS
1999 1998
<S> <C> <C>
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 126 122
Accounts receivable - associated companies - -
------ ------
Total 126 122
------ ------

Total $439 $435
====== ======

CAPITALIZATION AND LIABILITIES

Capitalization:
Common stock, $100 par value, authorized
12,000 shares; issued and outstanding, 500
shares $50 $50
Retained earnings 313 311
------ ------
Total 363 361
------ ------

Current Liabilities:
Other accounts payable 6 6
Accounts payable - associated companies 10 8
------ ------
Total 16 14
------ ------
Deferred Credits:
Deferred Income Taxes (SFAS 109) 60 60
------ ------

Total $439 $435
====== ======

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, 1999 AND 1998

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 $689,000 and
$730,000 in fiscal years 1999 and 1998, 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 carryforwards
available to reduce future Oklahoma state income taxes payable. The
carryforwards as of November 30, 1999, is $16,833 for book purposes
and $22,263 for tax return purposes, and begins to expire in 2002.

</TABLE>

April 26, 2000

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, 1999, that the
attached schedules represent premium payments made to NEIL
and NML during 1999 and premium distributions and credits
received from NML and NEIL during 1999.

Sincerely,

/s/ Nathan E. Langston

Nathan E. Langston
Vice President and Chief Accounting Officer

NEL/WCJ
Attachments

<PAGE>
<TABLE>
<CAPTION>
1999 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 6/29/99 (6,982) Credit RB EGSI
Replacement Power 3/1/99-00 3/1/99 (3,819,522) Credit ANO EAI
3/1/99-00 3/1/99 (307,523) Credit RB EGSI
3/1/99-00 3/1/99 (553,476) Credit W3 ELI
3/1/99-00 3/1/99 (138,746) Credit GG EAI
3/1/99-00 3/1/99 (83,222) Credit GG ELI
3/1/99-00 3/1/99 (152,750) Credit GG EMI
3/1/99-00 3/1/99 (77,152) Credit GG ENOI
4/1/99-00 4/1/99 (678,091) Credit ANO EAI
4/1/99-00 4/1/99 (52,926) Credit RB EGSI
4/1/99-00 4/1/99 (16,055) Credit W3 ELI
4/1/99-00 4/1/99 (23,716) Credit GG EAI
4/1/99-00 4/1/99 (94,931) Credit GG ELI
4/1/99-00 4/1/99 (26,106) Credit GG EMI
4/1/99-00 4/1/99 (15,467) Credit GG ENOI
4/1/99-00 3/31/99 425,811 Prem W3 ELI
4/1/99-00 3/31/99 329,041 Prem RB EGSI
4/1/99-00 3/31/99 513,857 Prem ANO EAI
4/1/99-00 3/31/99 60,541 Prem GG ENOI
4/1/99-00 3/31/99 31,669 Prem GG ELI
4/1/99-00 3/31/99 113,146 Prem GG EAI
4/1/99-00 3/31/99 105,739 Prem GG EMI
-----------
Total (4,466,861)
===========
NEIL
Period Trans Date Amount Type of Trans Plant Company
Primary Property 3/1/99-00 3/1/99 (392,831) Credit ANO EAI
3/1/99-00 3/1/99 (2,001,372) Credit GG SERI
3/1/99-00 3/1/99 (453,693) Credit W3 ELI
3/1/99-00 3/1/99 (6,788) Credit RB EGSI
4/1/99-00 4/1/99 (59,266) Credit ANO EAI
4/1/99-00 4/1/99 (349,753) Credit GG SERI
4/1/99-00 4/1/99 (73,604) Credit W3 ELI
4/1/99-00 4/1/99 (28,413) Credit RB EGSI
4/1/99-00 3/31/99 1,270,991 Prem ANO EAI
4/1/99-00 3/31/99 1,042,492 Prem GG SERI
4/1/99-00 3/31/99 1,052,037 Prem W3 ELI
4/1/99-00 3/31/99 964,711 Prem RB EGSI
----------
Total 964,511
==========
NEIL II
Period Trans Date Amount Type of Trans Plant Company
Excess Property 3/1/99-00 3/1/99 (2,255,768) Credit ANO EAI
3/1/99-00 3/1/99 (2,059,489) Credit GG SERI
3/1/99-00 3/1/99 (1,500,974) Credit W3 ELI
3/1/99-00 3/1/99 (1,053,215) Credit RB EGSI
4/1/99-00 4/1/99 (393,395) Credit ANO EAI
4/1/99-00 4/1/99 (359,243) Credit GG SERI
4/1/99-00 4/1/99 (258,573) Credit W3 ELI
4/1/99-00 4/1/99 (179,530) Credit RB EGSI
4/1/99-00 3/31/99 1,468,211 Prem W3 ELI
4/1/99-00 3/31/99 1,468,679 Prem RB EGSI
4/1/99-00 3/31/99 1,322,046 Prem ANO EAI
4/1/99-00 3/31/99 1,275,393 Prem GG SERI
-----------
Total (2,525,858)
===========
Total NEIL (6,028,208)
===========
EIM
Period Trans Date Amount Type of Trans
Directors & Officers 7/1/99-00 7/6/99 727,654 Prem
Excess Liability 11/1/99-00 11/19/99 795,006 Prem
---------
Total EIM 1,522,660
=========

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(b)

BY-LAWS
OF
ENTERGY SERVICES, INC.
AS OF JULY 6, 1999

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 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 JULY 12, 1999

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 action by any provisions of any
applicable statute or by the Articles of Incorporation, the
meeting and vote of stockholders may be dispensed with, if
the stockholders having that proportion of the total voting
power which would be required to authorize or constitute such
corporate action if such meeting were held, shall consent in
writing to the taking of such corporate action.

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 three (3), 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 three
(3), 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 AUGUST 23, 1999

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 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

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-11(a)

RESTATED CERTIFICATE OF INCORPORATION

ENTERGY POWER, INC.

The following Restated Certificate of Incorporation,

duly adopted in accordance with Sections 241 and 245 of the

General Corporation Law of the State of Delaware, amends,

restated, integrates and supercedes the existing Certificate

of Incorporation of Entergy Power, Inc. filed with the

Secretary of State of the State of Delaware on March 8,

1990. The Corporation has not received any payment for any

of its stock.

FIRST: The name of the Corporation is Entergy Power,

Inc.

SECOND: The registered office of the Corporation in

the State of Delaware is to be located at 15 North Street,

in the City of Dover, County of Kent, in the State of

Delaware. The name of its registered agent at that address

is National Corporate Research, Ltd.

THIRD: The purpose of the Corporaiton 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 presently in effect or as may hereinafter may be

amended. The primary objects for which the Corporation is

organized are:

(a) To acquire, operate or engage in the business

of selling electric power and energy (whether generated or

purchased by the Corporation) to other parties, principally

non-affiliates, for resale, and any other business which may

be necessary, appropriate, convenient or incidental to the

foregoing; and to acquire by purchase, lease or otherwise,

and to construct, extend, own, finance, deal in, sell or

otherwise dispose of, maintain and operate all property,

real or personal, tangible or intangible, of whatever kind

and wherever situated, and every right or interest therein,

which may be necessary, appropriate, convenient or

incidental to such business or businesses;

(b) To act as agent, broker or factor for any

person, individual, firm, corporation or other body,

including, without limitation, acting as agent or broker in

transactions for other parties, involving the sale and

purchase for resale, or transmission, of electric power and

energy;

connection with the transaction of the business of the

Corporation or for the exercise of its corporate rights,

privileges or frnachises 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 for any other lawful objects.

(d) 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, insofar as may be permitted by

law;

(e) To lend money, secured by mortgages on

personal property or rea! estate, or as collateral security

therefor to take notes, open accounts, and other similar

evidences of debt or otherwise;

(f) 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

(g) To do everything necessary and proper for the

accomplishment of the objects enumerated in this Restated

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 Restated Certificate

of Incorporation or any amendment thereof.

It is the intention that the objects and purrposes

specified in the foregoing clauses of this Article THIRD

shall also be construed as powers, and that the foregoing

enumeration of specific objects shall not be held to limit

or restrict in any manner the powers of the Corporation, but

shall be in furtherance of, and in addition to, and not in

limitation of, the general powers conferred by the General

Corporation Law of the State of Delaware.

FOURTH: The total number of shares of capital stock

which the Corporation is authorized to issue is 20,000, of a

par value of $5.00 per share and of one class; such class is

hereby designated as common stock.

FIFTH: No stockholder shall be entitled as a matter

of right to subscribe for, purchase or receive any shares of

the stock or any rights or options of the Corporation which

it may issue or sell, whether out of the number of shares

authorized by this Restated Certificate of Incorporation or

by amendment thereof or out of the shares of the stock of

the Corporation acquired by it after the issuance thereof,

nor shall any stockholder be entitled as a matter of right

to purchase or subscribe for, or receive any bonds,

debentures or other obligations which the Corporation may

issue or sell that shall be convertible into or exchangeable

for stock or to which shall be attached or appertain any

warrant or warrants or other instrument or instruments that

shall confer upon the holder or owner of such obligation the

right to subscribe for or purchase from the Corporation any

shares of its capital stock, but all such additional issues

of stock, rights, options, or of bonds, debentures or other

obligations convertible into or exchangeable for stock or to

which warrants shall be attached or appertain or which shall

confer upon the holder the right to subscribe for or

purchase any shares of stock may be issued and disposed of

by the Board of Directors to such persons and upon such

terms as in their absolute discretion they may deem

advisable, subject only to such limitations as may be

imposed in this Restated Certificate of Incorporation or in

any amendment thereto.

SIXTH: (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 as 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

such 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 specifed 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.

SEVENTH: At any meeting of the stockholders of

the Corporation, except as otherwise expressly provided by

the laws of the State of Delaware, 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.

EIGHTH: (1) Each holder of record of the common

stock of the Corporation shall, at every meeting the

stockholders of the Corporation, be entitled to one (1) vote

for each share of common stock standing in his name on the

books of the Corporation, and such votes may be cast either

in person or by proxy, appointed by an instrument in

writing, subscribed by such stockholder or by his duly

authorized attorney, and filed with the Secretary before

being voted on, but no proxy shall be voted after three (3)

years from its date, unless said proxy provides for a longer

period. Except as otherwise required by the laws of the

State of Delaware, the holders of the common stock of the

Corporation shall exclusively possess all voting power for

the election of Directors and for all other purposes and are

entitled to vote on each matter to be voted on at a

stockholders' meeting.

(2) The vote on all elections of

Directors and on any other questions before the meeting need

not be by ballot, except upon demand by the holders of the

majority of the shares of the common stock of the

Corporation present in person or by proxy.

(3) When a quorum is present at any

meeting of the stockholders of the Corporation, the vote of

the holders of a majority of the shares of the common stock

of the Corporation and present in person or represented by

proxy shall decide any question brought before such meeting,

unless the question is one upon which, under any provision

of the laws of the State of Delaware or of this Restated

Certificate of Incorporation, a different vote is required,

in which case such provision shall govern and control the

decision of such question.

NINTH: The name and address of the incorporator

named in the Certificate of Incorporation filed with the

Secretary of State of the State of Delaware on March 8,

1990, which is provided herein for informational purposes

only, was:

NAME ADDRESS

W. Jackson Williams 111 Center Street
Little Rock, AR 72201

TENTH: The following provisions are inserted

for the management of the business and for the conduct of

the affairs of the Corporation, and for further definition,

limitation and regulation of the powers or the Corporation

and of its Directors and stockholders:

(1) The business and affairs of the Corporation shall be

managed by the Board of Directors.

(a) The number of Directors which shall

constitute the whole Board shall be not be less than one (1)

nor more than ten (10). Within such limits, the number of

Directors may be fixed from time to time by vote of the

stockholders or of the Board of Directors subject to

stockholder approval, at any regular or special meeting.

Election of Directors need not be by ballot unless the By-

Laws so provide. Directors need not be stockholders.

Directors shall be elected at the annual meeting of the

stockholder of the Corporation, except as herein provided,

to serve until the next annual meeting of stockholders and

until their respective successors are duly elected and have

qualified. Vacancies occurring among the Directors (other

than in the case of removal of a Director) shall be filled

by a majority vote of the Directors then in office with the

consent of the holders of a majority of the issued and

outstanding common stock of the Corporation, or by the sole

remaining Director with the consent of the holders of a

majority of the issued and outstanding common stock of the

Corporation, or by resolution duly adopted by :he holders of

a majority of the issued and outstanding common stock of the

Corporation at a special meeting held for such purpose, or

by action taken in lieu of such meeting, or at the next

annual meeting of stockholders following any vacancy. At any

meeting of stockholders of the Corporation called for the

purpose, the holders of a majority of the issued and

outstanding shares of the common stock of the Corporation

may remove from office, with or without cause, all or any of

the Directors and the successor of any Director so removed

shall be elected by the holders of a majority of the issued

and outstanding common stock of the Corporation at such

meeting or at a later meeting.

(b) The first meeting of each newly elected

Board of Directors shall be held as soon as practicable

after each annual election of Directors and on the same day,

at the same place at which regular meetings of the Board of

Directors are held, or at such other time and place as may

be provided by resolution of the Board. Such meeting may be

held a: any other time or place which shall be specified in

a notice given, as hereinafter provided, for special

meetings of the Board of Directors. Regular meetings of the

Board of Directors may be held with reasonable notice at

such time and place, either within or without the State of

Delaware, as shall from time to time be determined by

resolutions of the Board of Directors. Special meetings of

the Board of Directors may be called by the Chairman of the

Board or the President on reasonable notice as provided in

the By-Laws given to each Director, and such meetings shall

be held at the principal business office of the Corporation

or at such other place or places, either within or without

the State of Delaware, as shall be specified in the notice

thereof.

(2) Directors, as such, shall not receive any stated salary

for their services, but, by resolution of the Board of

Directors, a fixed sum and expenses of attendance, if any,

may be allowed for attendance at each regular, special or

committee meeting of the Board; provided that nothing herein

contained shall be construed to preclude any Director from

serving the Corporation in any other capacity and receiving

compensation therefor.

(3) The Board of Directors is expressly authorized (a) to

make, alter or amend the By-Laws of the Corporation, subject

to the power of the stockholders to alter, amend or repeal

such By-Laws; (b) to authorize and cause to be executed

mortgages and liens upon all or any part of the property of

the Corporation; (c) to determine the use and disposition of

any surplus or net profits; and (d) to fix the times for the

declaration and payment of dividends.

(4) When and as authorized by the affirmative vote of the

holders of a majority of the common stock of the

Corporation, issued and outstanding, given at a

stockholders' meeting duly called for that purposes, or when

authorized by the written consent of the holders of a

majority of the common stock of the Corporation issued and

outstanding, to sell, lease or exchange all or substantially

all, of the property and assets of the Corporation,

including its good will and its corporate franchises, upon

such terms and conditions and for such consideration, which

may be whole or in part shares of stock in, and/or other

securities of, any other corporation or corporations, as its

Board of Directors shall deem expedient and for the best

interests of the Corporation.

(5) The Board of Directors may not cause the

Corporation to merge or consolidate with or into any other

corporation or corporations, unless such merger or

consolidation shall have been authorized by the affirmative

vote of the holders of a majority of the common stock of the

Corporation, issued and outstanding, given at a

stockholders' meeting called for that purpose, or authorized

by the written consent of the holders of a majority of the

common stock of the Corporation issued and outstanding.

(5) In addition to the powers and authorities hereinbefore

or by statute expressly conferred upon them, the Directors

are hereby empowered to exercise al! such powers and do all

such acts and things as may be exercised or done by the

Corporation; subject, nevertheless, to the provisions of the

laws of the State of Delaware, of this Restated Certificate

of Incorporation, and to any By-laws from time to time

passed by the stockholders; provided, however, that no By-

law so created shall invalidate any prior act of the

Directors which was valid in the absence of such By-Law.

EVEVENTH: To the fullest extent permitted by

the laws of the State of Delaware, or any other applicable

law presently, or hereafter in effect, no Director of the

Corporation shall be personally liable to the Corporation or

its stockholders for monetary damages for or with respect to

any acts or omissions in the performance of his duties.

Any repeal or modification of the foregoing

paragraph by the stockholders of the Corporation shall not

adversely affect any right or protection of a Director of

the Corporation. existing at the time of such repeal or

modification.

TWELFTH: If after the date of adoption of

this Restated Certificate of Incorporation any provision of

this Restated Certificate of Incorporation is invalidated on

any grounds by any court of competent jurisdiction, then

only such provision shall be deemed inoperative and null and

void and the remainder of this Restated Certificate of

Incorporation shall not be affected thereby.

THIRTEENTH: The Corporation reserves the right

to amend, alter, change or-repeal any provision contained in

this Restated Certificate of Incorporation in the manner now

or hereafter prescribed by law, and all rights and powers

conferred herein on stockholders, directors and officers are

subject to this reserved power.

IN WITNESS WHEREOF, I have hereunto set my hand

and seal, the ____17 day of August , 1990.

In the presence of:

Peggy Ann Lewandoski

W. Jackson Williams
Sole Director
President

Exhibit B-11(b)

BY-LAWS

ENTERGY POWER, INC.

EFFECTIVE OCTOBER 28, 1993

ARTICLE I

Offices

The registered office of the Corporation shall be in the

City of Wilmington, County of New Castle, State of Delaware.

The Corporation also may have offices at such other places,

both within and without the State of Delaware, as from time to

time may be designated by the Board of Directors.

ARTICLE II

Books

The books and records of the Corporation may be kept (except

as otherwise provided by the laws of the State of Delaware)

outside the State of Delaware and at such place or places as from

time to time may be designated by the Board of Directors.

ARTICLE III

Stockholders

Section 1. Meetings. Meetings of the stockholders of the

Corporation shall be held as set forth in the Certificate of

Incorporation.

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 also shall be produced

and kept at the time and place of the meeting during the whole

time thereof, and may be inspected by any stockholder who is

present.

Section 3. Organization. The Chairman of the Board or the

President, or in their absence, any Vice President, shall call to

order meetings of the stockholders and shall act as chairman of

such meetings. The Board of Directors or the stockholders may

appoint any stockholder or any Director or officer of the

Corporation to act as chairman of any meeting in the absence of

the Chairman of the Board, the President and all of the Vice

Presidents.

The Secretary of the Corporation shall act as secretary of

all meetings of the stockholders, but in the absence of the

Secretary the presiding officer may appoint any other person to

act as secretary of any meeting.

ARTICLE IV

Directors

Section 1. 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 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 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 By-Laws, the affirmative vote of a majority of the

Directors present at the time of such vote shall be the act of

the Board of Directors if a quorum is present.

Section 3. Consent. Unless otherwise restricted by the

Certificate of Incorporation or these By-Laws, any action

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

Directors may be taken without a meeting, if all members of the

Board consent thereto in writing, and the writing or writings are

filed with the minutes of proceedings of the Board.

Section 4. Telephonic Meetings. Unless otherwise restricted

by the Certificate of Incorporation or these By-Laws, members of

the Board of Directors may participate in a meeting of the Board

by means of conference telephone or similar communications

equipment by means of which all persons participating in such

meeting can hear each other, and participation in a meeting

pursuant to this Section 4 of Article IV shall constitute

presence in person at such meeting.

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

passed by a majority of the whole Board, may 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 By-Laws.

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 By-Laws.

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.

ARTICLE V

Officers

Section 1. Number, Election and Term of Office. The Board

of Directors may elect a Chairman of the Board, may elect a Chief

Executive Officer and shall elect a President, a Secretary, a

Treasurer, and in their discretion, one or more Vice Presidents.

The Chief Executive Officer or, if no Chief Executive Officer is

elected, the President shall, subject to the direction of the

Board of Directors, have direct charge of and general supervision

over the business and affairs of the Corporation. The officers

of the Corporation shall be elected annually by the Board of

Directors at its meeting held immediately after the annual

meeting of the stockholders (other than the initial officers

elected by unanimous consent of the initial Board of Directors),

and each shall hold his office until his successor shall have

been duly elected and qualified or until he shall have died or

resigned or shall have been removed by majority vote of the

entire Board of Directors. Any number of offices may be held by

the same person. The Board of Directors may from time to time

appoint such other officers and agents as the interest of the

Corporation may require and may fix their duties and terms of

office.

Section 2. Chairman of the Board. The Chairman of the Board

shall be a member of the Board of Directors. He shall preside at

all meetings of the Board of Directors, and shall have such other

duties as from time to time may be assigned to him by the Board

of Directors.

Section 3. President. The President shall perform all duties

incident to the office of a president of a corporation and such

other duties as from time to time may be assigned to him by the

Board of Directors. At any time when the office of the Chairman

of the Board shall be vacant or if the Board of Directors shall

not elect a Chairman of the Board, the President of the

Corporation shall be a member of the Board of Directors of the

Corporation.

Section 4. Vice Presidents. Each Vice President shall have

such powers and shall perform such duties as from time to time

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

Directors or as may be delegated to him by the Chairman of the

Board or the President.

Section 5. Secretary. The Secretary shall keep the minutes

of all meetings of the stockholders and of the Board of Directors

in books provided for the purpose; shall see that all notices are

duly given in accordance with the provisions of the law and these

By-Laws; shall be custodian of the records and of the corporate

seal of the Corporation; shall see that the corporate seal is

affixed to all documents the execution of which under the seal is

duly authorized, and when the seal is so affixed may attest the

same; may sign, with the Chairman of the Board, the President or

a Vice President, certificates of stock of the Corporation; and

in general, shall perform all duties incident to the office of a

secretary of a corporation, and such

other duties as from time to time may be assigned by the Chairman

of the Board, the President or the Board of Directors.

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

book, containing the names, alphabetically arranged, of all

persons who are stockholders of the Corporation, showing their

places of residence, the number of shares held by them

respectively, and the time when they respectively became the

owners thereof.

Section 6. Treasurer. The Treasurer shall have charge of and

be responsible for all funds, securities, receipts and

disbursements of the Corporation, and shall deposit, or cause to

be deposited, in the name of the Corporation, all moneys or other

valuable effects in such banks, trust companies or other

depositories as shall, from time to time, be selected by the

Board of Directors or by the Treasurer if so authorized by the

Board of Directors; may endorse for collection on behalf of the

Corporation, checks, notes and other obligations; may sign

receipts and vouchers for payments made to the Corporation;

singly or jointly with another person as the Board of Directors

may authorize, may sign checks on the Corporation and pay out and

dispose of the proceeds under the direction of the Board; shall

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

President and the Board of Directors, whenever requested, an

account of the financial condition of the Corporation; may sign,

with the Chairman of the Board, the President or a Vice

President, certificates of stock of the Corporation; and in

general, shall perform all the duties incident to the office of a

treasurer of a corporation, and such other duties as from time to

time may be assigned by the Chairman of the Board, the President

or the Board of Directors.

Section 7. Subordinate Officers. The Board of Directors may

appoint such assistant secretaries, assistant treasurers and

other subordinate officers as it may deem desirable. Each such

officer shall hold office for such period, have such authority

and perform such duties as the Board of Directors may prescribe.

The Board of Directors may, from time to time, authorize any

officer to appoint and remove subordinate officers and to

prescribe the powers and duties thereof.

Section 8. Transfer of Duties. The Board of Directors in its

absolute discretion may transfer the power and duties, in whole

or in part, of any officer to any other officer, or persons,

notwithstanding the provisions of these By-Laws, except as

otherwise provided by the laws of the State of Delaware.

Section 9. Vacancies, Absences. If the office of Chairman of

the Board, President, Vice President, Secretary or Treasurer, or

of any other officer or agent becomes vacant for any reason, the

Board of Directors may, but is not required to, choose a

successor to hold office for the remainder of the unexpired term.

Except when the law requires the act of a particular officer, the

Board of Directors whenever necessary may, in the absence of any

officer, designate any other officer or properly qualified

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

being, and such designated officer or employee shall have, when

so acting, all the powers herein given to such absent officer.

Section 10. Removals. At any meeting of the Board of

Directors called for the purpose, any officer or agent of the

Corporation may be removed from office, with or without cause, by

the affirmative vote of a majority of the entire Board of

Directors.

Section 11. Compensation of Officers. The officers shall

receive such salary or compensation as may be determined by the

affirmative vote of the majority of the Board of Directors. No

officer shall be prevented from receiving such salary or

compensation by reason of the fact that he is also a Director of

the Corporation.

Section 12. Resignations. Any officer or agent of the

Corporation may resign at any time by giving written notice to

the Board of Directors or to the President or the Secretary of

the Corporation. Any such resignation shall take effect at the

time specified therein or, if the time is not specified, upon

receipt thereof; and unless otherwise specified therein,

acceptance of such resignation shall not be necessary to make it

effective.

ARTICLE VI

Contracts, Checks and Notes

Unless the Board of Directors shall otherwise specifically

direct, all contracts, checks, drafts, bills of exchange and

promissory notes and other negotiable instruments of the

Corporation shall be executed in the name of the Corporation by

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

Secretary or Treasurer or any officer as may be designated by the

Board of Directors.

ARTICLE VII

Stock

Section 1. Certificates of Stock. The certificates for

shares of the stock of the Corporation shall be in such form, not

inconsistent with the Certificate of Incorporation, as shall be

prepared or approved by the Board of Directors. Every holder of

stock in the Corporation shall be entitled to have a certificate

signed by, or in the name of the Corporation, by the Chairman of

the Board, 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.

ARTICLE VIII

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.

ARTICLE IX

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.

ARTICLE X

Fixing of 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 XI

Dividends

Dividends upon the common stock of the Corporation may be

declared by the Board of Directors at any regular or special

meeting, pursuant to law. Dividends may be paid in cash, in

property, or in shares of the common stock of the Corporation,

subject to the provisions of the Certificate of Incorporation.

Before payment of any dividend, there may be set aside out

of any funds of the Corporation available for dividends such sums

as the Directors from time to time, in their absolute discretion,

think proper as a reserve or reserves to meet contingencies, or

for equalizing dividends, or for repairing or maintaining any

property of the Corporation, or for such other purpose as the

Directors shall think conducive to the interest of the

Corporation, and the Directors may modify or abolish any such

reserve in the manner in which it was created.

ARTICLE XII

Waiver of Notice

Whenever any notice whatever is required to be given by

statute or under the provisions of the Certificate of

Incorporation or these By-Laws, a waiver thereof in writing

signed by the person or persons entitled to said notice, whether

before or after the time stated therein, shall be equivalent

thereto.

ARTICLE XIII

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 XIV

Fiscal Year

The fiscal year of the Corporation shall be the calendar

year.

ARTICLE XV

Indemnification of Officers, Directors,
Employees and Agents; Advancement of Expenses;
Insurance and Other Funding Arrangements

Section 1. 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 reasonable cause to believe that his conduct was

unlawful. The right to indemnification under this Section 1 of

Article XV 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, 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) 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 XV 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 XV, 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 XV 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 XV (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 Section 1, 2

or 4 of this Article XV. 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 XV. The right of Directors and officers to

advancement of expenses under this Section 6 of Article XV 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 XV 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 XV.

Section 9. Other Arrangements. The Corporation also may

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 XV 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 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 XV

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 XV, 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 XV with respect to

the resulting or surviving corporation as he would if he had

served the resulting or surviving corporation in the same

capacity.

(b) For purposes of this Article XV, 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 interests of the Corporation" as referred to

in this Article XV.

by, or granted pursuant to, this Article XV 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.

<PAGE>

CONSENT OF STOCKHOLDER
OF
ENTERGY POWER, INC.

Entergy Corporation, the holder of all of the issued and

outstanding Common Stock of Entergy Power Development., a

Delaware Corporation, does on the 26th day of October, 1995,

acting pursuant to the provisions of Section 228 of the Delaware

General Corporation Law, hereby consent to the following in lieu

of the annual meeting of stockholder of Entergy Power Development

Corporation.

1. The following named persons are hereby elected

Directors of the Corporation to serve from the date hereof until

the next annual meeting of stockholder of the Corporation or

until their successors are elected or named and qualified:

Gerald D. McInvale
Terry L. Ogletree
Michael G. Thompson

2. That Article VI, Section 4 of the By-Laws of this

Corporation be, and they hereby are, amended in the following

respect only:

Section 4. Vice Presidents. Each Vice President shall

have such powers and shall perform such duties incident

to the office of a vice president of a corporation, and

such other duties as from time to time may be conferred

upon or assigned to him by the Board of Directors or as

may be delegated to him by the Chairman of the Board

(if chief executive officer) or the President.

3. That Article VI of the By-Laws of this Corporation be,

and they hereby are, amended to include the addition of Section

13 in the following respect only:

Section 13. Delegation of Powers. Each officer may

delegate to any other officer and to any official,

employee or agent of the corporation, such portions of

his powers as he shall deem appropriate, subject to

such limitations and expirations as he shall specify,

and may revoke such delegation at any time.

4. The actions of the Directors of Entergy Power, Inc.

since October 12, 1994, to date are ratified, confirmed and

approved.

ENTERGY CORPORATION

By
Chairman of the Board and
Chief Executive Officer

Exhibit B-12(b)

BY-LAWS

ENTERGY POWER DEVELOPMENT CORPORATION

EFFECTIVE OCTOBER 28, 1993

ARTICLE I

Offices

The registered office of the Corporation shall be in the

City of Wilmington, County of New Castle, State of Delaware. The

Corporation also may have offices at such other places, both

within and without the State of Delaware, as from time to time

may be designated by the Board of Directors.

ARTICLE II

Books

The books and records of the Corporation may be kept (except

as otherwise provided by the laws of the State of Delaware)

outside the State of Delaware and at such place or places as from

time to time may be designated by the Board of Directors.

ARTICLE III

Meetings of Stockholders

Section 1. Annual Meetings. Each annual meeting of the

stockholders shall be held (i) at a time fixed by the Board of

Directors, on the third Friday in May, if not a legal holiday;

(ii) if a legal holiday, then at the same time on the next

business day which is not a legal holiday; or (iii) at such date

and time during such calendar year as shall be stated in the

notice of the meeting or in a duly executed waiver of notice

thereof. The annual meeting of the stockholders shall be held at

the principal business office of the Corporation or at such other

place or places either within or without the State of Delaware as

may be designated by the Board of Directors and stated in the

notice of the meeting. At each such meeting, the stockholders

shall elect by a plurality vote a Board of Directors, and transact

such other business as may come before the meeting.

Written notice of the time and place designated for the

annual meeting of the stockholders of the Corporation shall be

delivered personally or mailed to each stockholder entitled to

vote thereat not less than ten (10) and not more than sixty (60)

days prior to said meeting, but at any meeting at which all

stockholders shall be present, or of which all stockholders not

present have waived notice in writing, the giving of notice as

above described may be dispensed with. If mailed, said notice

shall be directed to each stockholder at his address as the same

appears on the stock ledger of the Corporation unless he shall

have filed with the Secretary of the Corporation a written

request that notices intended for him be mailed to some other

address, in which case it shall be mailed to the address

designated in such request.

Section 2. Special Meetings. Special meetings of the

stockholders of the Corporation shall be held whenever called in

the manner required by the laws of the State of Delaware for

purposes as to which there are special statutory provisions, and

for such other purposes as required or permitted by the

Certificate of Incorporation or otherwise, whenever called by

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

Board, the President, or the holders of a majority of the issued

and outstanding shares of the common stock of the Corporation.

Any such special meeting of stockholders may be held at the

principal business office of the Corporation or at such other

place or places, either within or without the State of Delaware,

as may be specified in the notice thereof. Business transacted at

any special meeting of stockholders of the Corporation shall be

limited to the purposes stated in the notice thereof.

Except as otherwise expressly required by the laws of the

State of Delaware or the Certificate of Incorporation, written

notice of each special meeting, stating the day, hour and place,

and in general terms the business to be transacted thereat, shall

be delivered personally or mailed to each stockholder entitled to

vote thereat not less than ten (10) and not more than sixty (60)

days before the meeting. If mailed, said notice shall be directed

to each stockholder at his address as the same appears on the

stock ledger of the Corporation unless he shall have filed with

the Secretary of the Corporation a written request that notices

intended for him be mailed to some other address, in which case

it shall be mailed to the address designated in said request. At

any special meeting at which all stockholders shall be present,

or of which all stockholders not present have waived notice in

writing, the giving of notice as above described may be dispensed

with.

Section 3. Quorum. At any meeting of the stockholders of the

Corporation, except as otherwise expressly provided by the laws

of the State of Delaware or the Certificate of Incorporation,

there must be present, either in person or by proxy, in order to

constitute a quorum, stockholders owning a majority of the issued

and outstanding shares of the common stock of the Corporation

entitled to vote at said meeting. At any meeting of stockholders

at which a quorum is not present, the holders of, or proxies for,

a majority of the common stock which is represented at such

meeting, shall have power to adjourn the meeting from time to

time, without notice other than announcement at the meeting,

until a quorum shall be present or represented. At such adjourned

meeting at which a quorum shall be present or represented, any

business may be transacted which might have been transacted at

the meeting as originally noticed. If the adjournment is for more

than thirty (30) days, or if after the adjournment a new record

date is fixed for the adjourned meeting, a notice of the

adjourned meeting shall be given to each stockholder of record

entitled to vote at the meeting.

Section 4. Voting. Each holder of record of the common

stock of the Corporation shall, at every meeting of the

stockholders of the Corporation, be entitled to one (1) vote for

each share of common stock standing in his name on the books of

the Corporation, and such votes may be cast either in person or

by proxy, appointed by an instrument in writing, subscribed by

such stockholder or by his duly authorized attorney, and filed

with the Secretary before being voted on, but no proxy shall be

voted after three (3) years from its date, unless said proxy

provides for a longer period. Except as otherwise required by the

laws of the State of Delaware or the Certificate of

Incorporation, the holders of the common stock of the Corporation

shall exclusively possess all voting power for the election of

Directors and for all other purposes and are entitled to vote on

each matter to be voted on at a stockholders' meeting.

The vote on all elections of Directors and other questions

before the meeting need not be by ballot, except upon demand by

the holders of the majority of the shares of the common stock of

the Corporation present in person or by proxy.

When a quorum is present at any meeting of the stockholders

of the Corporation, the vote of the holders of a majority of the

shares of the common stock of the Corporation and present in

person or represented by proxy shall decide any question brought

before such meeting, unless the question is one upon which, under

any provision of the laws of the State of Delaware or of the

Certificate of Incorporation, a different vote is required, in

which case such provision shall govern and control the decision

of such question.

Whenever the vote of the holders of the common stock of the

Corporation at a meeting thereof is required or permitted to be

taken in connection with any corporate action by any provision of

the laws of the State of Delaware or of the Certificate of

Incorporation, such corporate action may be taken without a

meeting, without prior notice and without a vote, if a consent in

writing, setting forth the action so taken, shall be signed by

the holders of outstanding common stock of the Corporation having

not less than the minimum number of votes that would be necessary

to authorize or take such action at a meeting at which all shares

entitled to vote thereon were present and voted. Prompt notice of

the taking of the corporate action without a meeting by less than

unanimous written consent shall be given to those stockholders

who have not consented thereto in writing.

Section 5. List of Stockholders. The officer of the

Corporation who shall have charge of the stock ledger of the

Corporation shall prepare and make, at least ten (10) days before

every meeting of stockholders, a complete list of the

stockholders entitled to vote at said meeting, arranged in

alphabetical order and showing the address of each stockholder

and the number of shares registered in the name of each

stockholder. Such list shall be open to the examination of any

stockholder, for any purpose germane to the meeting, during

ordinary business hours for a period of at least ten (10) days

prior to the meeting, either at a place within the city where the

meeting is to be held, which place shall be specified in the

notice of the meeting, or, if not so specified, at the place

where the meeting is to be held. The list also shall be produced

and kept at the time and place of the meeting during the whole

time thereof, and may be inspected by any stockholder who is

present.

Section 6. Organization. The Chairman of the Board or the

President, or in their absence, any Vice President, shall call to

order meetings of the stockholders and shall act as chairman of

such meetings. The Board of Directors or the stockholders may

appoint any stockholder or any Director or officer of the

Corporation to act as chairman of any meeting in the absence of

the Chairman of the Board, the President and all of the Vice

Presidents.

The Secretary of the Corporation shall act as secretary of

all meetings of the stockholders, but in the absence of the

Secretary the presiding officer may appoint any other person to

act as secretary of any meeting.

ARTICLE IV

Directors

Section 1. Powers. The business and affairs of the

Corporation shall be managed by the Board of Directors which may

exercise all such powers and do all such acts and things as may

be exercised or done by the Corporation; subject, nevertheless,

to the provisions of the laws of the State of Delaware, the

Certificate of Incorporation, and any By-Laws from time to time

passed by the stockholders; provided, however, that no By-Law so

created shall invalidate any prior act of the Directors which was

valid in the absence of such By-Law.

Section 2. Number of Directors. The number of Directors

which shall constitute the whole Board shall be not less than one

(I) nor more than ten (10). Within such limits, the number of

Directors may be fixed from time to time by vote of the

stockholders or of the Board of Directors at any regular or

special meeting. Directors need not be stockholders. Directors

shall be elected at the annual meeting of the stockholders of the

Corporation, except as herein provided, to serve until the next

annual meeting of stockholders and until their respective

successors are duly elected and have qualified.

Section 3. Vacancies. Vacancies occurring among the

Directors (other than in the case of removal of a Director) shall

be filled by a majority vote of the Directors then in office with

the consent of the holders of a majority of the issued and

outstanding common stock of the Corporation, or by the sole

remaining Director with the consent of the holders of a majority

of the issued and outstanding common stock of the Corporation, or

by resolution duly adopted by the holders of a majority of the

issued and outstanding common stock of the Corporation, at a

special meeting held for such purpose, or by action taken in lieu

of such meeting, or at the next annual meeting of stockholders

following any vacancy.

Section 4. Removal. At any meeting of stockholders of the

Corporation called for the purpose, the holders of a majority of

the issued and outstanding shares of the common stock of the

Corporation may remove from office, with or without cause, any or

all of the Directors and the successor of any Director so removed

shall be elected by the holders of a majority of the issued and

outstanding common stock of the Corporation at such meeting or at

a later meeting.

Section 5. Meetings. The first meeting of each newly elected

Board of Directors shall be held immediately following the annual

meeting of stockholders and at the same place at which regular

meetings of the Board of Directors are held, or at such other

time and place as may be provided by resolution of the Board of

Directors, and no notice of such meeting shall be necessary to

the newly elected Directors in order legally to constitute a

meeting, provided a quorum is present. In the event that such

first meeting of the newly elected Board of Directors is not held

at the time and place authorized by the foregoing provision, the

meeting may be held at such time and place as shall be specified

in a notice given as hereinafter provided for special meetings of

the Board of Directors, or as shall be specified in a written

waiver signed by all the Directors. Regular meetings of the Board

of Directors may be held without notice at such time and place,

either within or without the State of Delaware, as shall from

time to time be determined by resolutions of the Board of

Directors. Special meetings of the Board of Directors may be

called by the Chairman of the Board or by the President on

reasonable notice as provided in these By-Laws, and such meetings

shall be held at the principal business office of the Corporation

or at such other place or places, either within or without the

State of Delaware, as shall be specified in the notice thereof.

Section 6. 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,

by majority vote, may adjourn the meeting from time to time,

without notice other than an announcement at the meeting, until a

quorum shall be present. Except as may be otherwise specifically

provided by the laws of the State of Delaware, the Certificate of

Incorporation or these By-Laws, the affirmative vote of a

majority of the Directors present at the time of such vote shall

be the act of the Board of Directors if a quorum is present.

Section 7. Notice of Meetings. Notice of any meeting of the

Board of Directors requiring notice shall be given to each

Director by personal delivery or by mail or by telegram, in any

case at least forty-eight (48) hours before the time fixed for

the meeting. At any meeting at which all Directors shall be

present, or at which all Directors not present have waived notice

in writing, the giving of notice as above described may be

dispensed with. Attendance of a Director at a meeting shall

constitute waiver of notice of such meeting, except when such

Director attends such meeting for the express purpose of

objecting, at the beginning of such meeting, to the transaction

of any business because such meeting is not lawfully called or

convened.

Section 8. Action by Consent. Unless otherwise restricted by

the Certificate of Incorporation or these By-Laws, any action

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

Directors may be taken without a meeting, if all members of the

Board consent thereto in writing, and the writing or writings are

filed with the minutes of proceedings of the Board.

Section 9. Telephonic Meetings. Unless otherwise restricted

by the Certificate of Incorporation or these By-Laws, members of

the Board of Directors may participate in a meeting of the Board

by means of conference telephone or similar communications

equipment by means of which all persons participating in such

meeting can hear each other, and participation in a meeting

pursuant to this Section 9 of Article IV shall constitute

presence in person at such meeting.

Section 10. Resignations. Any Director of the Corporation

may resign at any time by giving written notice to the Board of

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

Secretary of the Corporation. Any such resignation shall take

effect at the time specified therein, or, if the time be not

specified, upon receipt thereof; and unless otherwise specified

therein, acceptance of such resignation shall not be necessary to

make it effective.

ARTICLE V

Executive Committee and Other Committees

Section 1. Executive Committee. The Board of Directors may,

by resolution passed by a majority of the whole Board of

Directors, appoint an Executive Committee of not less than two or

more than five members, to serve during the pleasure of the Board

of Directors, to consist of the Chairman of the Board, and such

additional Director(s) as the Board of Directors may from time to

time designate. The Chairman of the Board of the Corporation

shall be Chairman of the Executive Committee.

Section 2. Procedure. The Executive Committee shall meet at

the call of the Chairman of the Executive Committee or of any two

members. A majority of the members shall be necessary to

constitute a quorum and action shall be taken by a majority vote

of those present.

Section 3. Powers and Reports. During the intervals between

the meetings of the Board of Directors, the Executive Committee

shall possess and may exercise, to the fullest extent permitted

by law, all the powers of the Board of Directors in the

management and direction of the business and affairs of the

Corporation, and may authorize the seal of the Corporation to be

affixed to all papers which may require it. The taking of action

by the Executive Committee shall be conclusive evidence that the

Board of Directors was not in session when such action was taken.

The Executive Committee shall keep regular minutes of its

proceedings and all action by the Executive Committee shall be

reported to the Board of Directors at its meeting next following

the meeting of the Executive Committee and shall be subject to

revision or alteration by the Board of Directors; provided, that

no rights of third parties shall be affected by such revision or

alteration.

Section 4. Other Committees. From time to time the Board of

Directors, by the affirmative vote of a majority of the whole

Board of Directors, may appoint other committees for any purpose

or purposes, and such committees shall have such powers as shall

be conferred by the resolution of appointment. In the absence or

disqualification of a member of any committee (including the

Executive Committee), the member or members thereof present at

any meeting and not disqualified from voting, whether or not he

or they constitute a quorum, may unanimously appoint another

member of the Board of Directors to act at the meeting in place

of any such absent or disqualified member.

ARTICLE VI

Officers

Section 1. Number, Election and Term of Office. The Board of

Directors may elect a Chairman of the Board, may elect a Chief

Executive Officer and shall elect a President, a Secretary, a

Treasurer, and in their discretion, one or more Vice Presidents.

The Chief Executive Officer or, if no Chief Executive Officer is

elected, the President shall, subject to the direction of the

Board of Directors, have direct charge of and general supervision

over the business and affairs of the Corporation. The officers

of the Corporation shall be elected annually by the Board of

Directors at its meeting held immediately after the annual

meeting of the stockholders (other than the initial officers

elected by unanimous consent of the initial Board of Directors),

and each shall hold his office until his successor shall have

been duly elected and qualified or until he shall have died or

resigned or shall have been removed by majority vote of the

entire Board of Directors. Any number of offices may be held by

the same person. The Board of Directors may from time to time

appoint such other officers and agents as the interest of the

Corporation may require and may fix their duties and terms of

office.

Section 2. Chairman of the Board. The Chairman of the Board

shall be a member of the Board of Directors. He shall preside at

all meetings of the Board of Directors, and shall have such other

duties as from time to time may be assigned to him by the Board

of Directors, by the Executive Committee or, if the President

shall have been designated chief executive officer of the

Corporation, by the President.

Section 3. President. The President shall perform all duties

incident to the office of a president of a corporation and such

other duties as from time to time may be assigned to him by the

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

Chairman of the Board shall have been designated chief executive

officer of the Corporation, by the Chairman of the Board. At any

time when the office of the Chairman of the Board shall be vacant

or if the Board of Directors shall not elect a Chairman of the

Board, the President of the Corporation shall be the chief

executive officer of the Corporation.

Section 4. Vice Presidents. Each Vice President shall have

such powers and shall perform such duties and from time to time

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

Directors or as may be delegated to him by the Chairman of the

Board (if chief executive officer) or the President.

Section 5. Secretary. The Secretary shall keep the minutes

of all meetings of the stockholders and of the Board of Directors

in books provided for the purpose; shall see that all notices are

duly given in accordance with the provisions of the law and these

By-Laws; shall be custodian of the records and of the corporate

seal of the Corporation; shall see that the corporate seal is

affixed to all documents the execution of which under the seal is

duly authorized, and when the seal is so affixed may attest the

same; may sign, with the Chairman of the Board (if chief

executive officer), the President or a Vice President,

certificates of stock of the Corporation; and in general, shall

perform all duties incident to the office of a secretary of a

corporation, and such other duties as from time to time may be

assigned by the Chairman of the Board (if chief executive

officer), the President or the Board of Directors.

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

book, containing the names, alphabetically arranged, of all

persons who are stockholders of the Corporation, showing their

places of residence, the number of shares held by them

respectively, and the time when they respectively became owners

thereof.

Section 6. Treasurer. The Treasurer shall have charge of and

be responsible for all funds, securities, receipts and

disbursements of the Corporation, and shall deposit, or cause to

be deposited, in the name of the Corporation, all moneys or other

valuable effects in such banks, trust companies or other

depositories as shall, from time to time, be selected by the

Board of Directors or by the Treasurer if so authorized by the

Board of Directors; may endorse for collection on behalf of the

Corporation, checks, notes and other obligations; may sign

receipts and vouchers for payments made to the Corporation;

singly or jointly with another person as the Board of Directors

may authorize, may sign checks on the Corporation and pay out and

dispose of the proceeds under the direction of the Board; shall

render or cause to be rendered to the Chairman of the Board (if

chief executive officer), the President and the Board of

Directors, whenever requested, an account of the financial

condition of the Corporation; may sign, with the Chairman of the

Board (if chief executive officer), the President or a Vice

President, certificates of stock of the Corporation; and in

general, shall perform all the duties incident to the office of a

treasurer of a corporation, and such other duties as from time to

time may be assigned by the Chairman of the Board (if chief

executive officer), the President or the Board of Directors.

Section 7. Subordinate Officers. The Board of Directors may

appoint such assistant secretaries, assistant treasurers and

other subordinate officers as it may deem desirable. Each such

officer shall hold office for such period, have such authority

and perform such duties as the Board of Directors may prescribe.

The Board of Directors may, from time to time, authorize the

chief executive officer to appoint and remove subordinate

officers and to prescribe the powers and duties thereof.

Section 8. Transfer of Duties. The Board of Directors in its

absolute discretion may transfer the power and duties, in whole

or in part, of any officer to any other officer, or persons,

notwithstanding the provisions of these By-Laws, except as

otherwise provided by the laws of the State of Delaware.

Section 9. Vacancies, Absences. If the office of Chairman of

the Board, President, Vice President, Secretary or Treasurer, or

of any other officer or agent becomes vacant for any reason, the

Board of Directors may, but is not required to, choose a

successor to hold office for the remainder of the unexpired term.

Except when the law requires the act of a particular officer, the

Board of Directors whenever necessary may, in the absence of any

officer, designate any other officer or properly qualified

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

being, and such designated officer or employee shall have, when

so acting, all the powers herein given to such absent officer.

Section 10. Removals. At any meeting of the Board of

Directors called for the purpose, any officer or agent of the

Corporation may be removed from office, with or without cause, by

the affirmative vote of a majority of the entire Board of

Directors.

Section 11. Resignations. Any officer or agent of the

Corporation may resign at any time by giving written notice to

the Board of Directors, the Chairman of the Board, the President

or the Secretary of the Corporation. Any such resignation shall

take effect at the time specified therein or, if the time is not

specified, upon receipt thereof; and unless otherwise specified

therein, acceptance of such resignation shall not be necessary to

make it effective.

Section 12. Compensation of Officers. The officers shall

receive such salary or compensation as may be determined by the

affirmative vote of the majority of the Board of Directors. No

officer shall be prevented from receiving such salary or

compensation by reason of the fact that he is also a Director of

the Corporation.

ARTICLE VII

Contracts, Checks and Notes

Unless the Board of Directors shall otherwise specifically

direct, all contracts, checks, drafts, bills of exchange and

promissory notes and other negotiable instruments of the Corpora

tion shall be executed in the name of the Corporation by the

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

or Treasurer or any officer as may be designated by the Board of

Directors.

ARTICLE VIII

Capital Stock

Section 1. Certificates of Stock. The certificates for

shares of the stock of the Corporation shall be in such form, not

inconsistent with the Certificate of Incorporation, as shall be

prepared or approved by the Board of Directors. Every holder of

stock in the Corporation shall be entitled to have a certificate

signed by, or in the name of the Corporation, by the Chairman of

the Board (if chief executive officer), the President or a Vice

President, and by the Treasurer or the Secretary certifying the

number of shares owned by him and the date of issue; and no

certificate shall be valid unless so signed. All certificates

shall be consecutively numbered and shall be entered in the books

of the Corporation as they are issued.

All signatures on the certificate may be facsimile. In case

any officer, transfer agent or registrar who has signed or whose

facsimile signature has been placed upon a certificate shall have

ceased to be such officer, transfer agent or registrar before

such certificate is issued, it may be issued by the Corporation

with the same effect as if he were such officer, transfer agent

or registrar at the date of issue.

Section 2. Transfer of Stock. Upon surrender to the

Corporation or the transfer agent of the Corporation of a

certificate for shares duly endorsed or accompanied by proper

evidence of succession, assignment or authority to transfer, the

Corporation shall issue a new certificate to the person entitled

thereto, cancel the old certificate and record the transaction

upon its books.

Section 3. Registered Stockholders. The Corporation shall be

entitled to treat the holder of record of any share or shares of

stock as the holder in fact thereof and, accordingly, shall not

be bound to recognize any equitable or other claim to, or

interest in, such share or shares on the part of any other

person, whether or not it shall have express or other notice

thereof, save as expressly provided by the laws of the State of

Delaware.

Section 4. Lost Certificates Any person claiming a

certificate of stock to be lost or destroyed shall make an

affidavit or affirmation of the fact and advertise the same in

such manner as the Board of Directors may require, and the Board

of Directors, in its discretion, may require the owner of the

lost or destroyed certificate, or his legal representative, to

give the Corporation a bond in a sum sufficient, in the opinion

of the Board of Directors, to indemnify the Corporation against

any claim that may be made against it on account of the alleged

loss of any such certificate. A new certificate of the same tenor

and for the same number of shares as the one alleged to be lost

or destroyed may be issued without requiring any bond when, in

the judgment of the Directors, it is proper so to do.

Section 5. Record Date In order that the Corporation may

determine the stockholders entitled to notice of or to vote at

any meeting of stockholders or any adjournment thereof, or to

express consent to corporate action in writing without a meeting,

or to receive payment of any dividend or other distribution or

allotment of any rights, or to exercise any rights in respect of

any change, conversion or exchange of stock or for the purpose of

any other lawful action, the Board of Directors may fix, in

advance, a record date, which shall not be more than sixty (60)

nor less than ten (10) days before the date of such meeting, nor

more than sixty (60) days prior to any other action. A

determination of stockholders of record entitled to notice of or

to vote at a meeting of stockholders shall apply to any

adjournment of the meeting; provided, however, that the Board of

Directors may fix a new record date for the adjourned meeting.

ARTICLE IX

Dividends

Dividends upon the common stock of the Corporation may be

declared by the Board of Directors at any regular or special

meeting, pursuant to law. Dividends may be paid in cash, in

property, or in shares of the common stock of the Corporation,

subject to the provisions of the Certificate of Incorporation.

Before payment of any dividend, there may be set aside out

of any funds of the Corporation available for dividends such sums

as the Directors from time to time, in their absolute discretion,

think proper as a reserve or reserves to meet contingencies, or

for equalizing dividends, or for repairing or maintaining any

property of the Corporation, or for such other purpose as the

Directors shall think conducive to the interest of the

Corporation, and the Directors may modify or abolish any such

reserve in the manner in which it was created.

ARTICLE X

Waiver of Notice

Whenever any notice whatever is required to be given by

statute or under the provisions of the Certificate of

Incorporation or these By-Laws, a waiver thereof in writing

signed by the person or persons entitled to said notice, whether

before or after the time stated therein, shall be equivalent

thereto, unless expressly provided otherwise in such statute,

Certificate of Incorporation or these By-Laws.

ARTICLE XI

Seal

The corporate seal of the Corporation shall have inscribed

thereon the name of the Corporation, the year of its organization

and the words "Corporate Seal, Delaware", or shall be in such

other form as the Board of Directors may prescribe.

ARTICLE XII

Fiscal Year

The fiscal year of the Corporation shall be the calendar

year.

ARTICLE XIII

Indemnification; Advancement of Expenses;
Insurance and Other Funding Arrangements
Section 1. Mandatory Indemnification - Third Party Actions.

The Corporation shall indemnify any person who was or is a party

or is threatened to be made a party to any threatened, pending or

completed action, suit or proceeding ("Action"), whether civil,

criminal, administrative or investigative (other than an Action

by or in the right of the Corporation) by reason of the fact that

he is or was a Director, officer or employee of the Corporation,

or is or was serving at the request of the Corporation as a

Director, officer or employee of another corporation,

partnership, joint venture, trust or other enterprise, against

expenses (including attorneys' fees), judgments, fines and

amounts paid in settlement actually and reasonable incurred by

him in connection with such Action if he acted in good faith and

in a manner he reasonably believed to be in or not opposed to the

best interests of the Corporation, and, with respect to any

criminal Action, had no reasonable cause to believe his conduct

was unlawful. The termination of any Action by judgment, order,

settlement, conviction, or upon a plea of nolo contendere or its

equivalent, shall not, of itself, create a presumption that the

person did not act in good faith and in a manner which he

reasonably believed to be in or not opposed to the best interest

of the Corporation, and, with respect to any criminal Action, had

reasonable cause to believe that his conduct was unlawful. The

right to indemnification under this Section 1 of Article XIII

shall be a contract right that may be enforced in any lawful

manner by a person entitled to such Indemnification.

Section 2. Mandatory Indemnification - Derivative Actions.

The Corporation shall indemnify any person who was or is a party

or is threatened to be made a party to any threatened, pending or

completed Action by or in the right of the Corporation to procure

a judgment in its favor by reason of the fact that he is or was a

Director, officer or employee of the Corporation, or is or was

serving at the request of the Corporation as a Director, officer,

or employee of another corporation, partnership, joint venture,

trust or other enterprise, against expenses (including attorneys'

fees) actually and reasonably incurred by him in connection with

the defense or settlement of such Action if he acted in good

faith and in a manner he reasonably believed to be in or not

opposed to the best interests of the Corporation and except that

no indemnification under these By-Laws shall be made in respect

of any claim, issue or matter as to which such person shall have

been adjudged to be liable to the Corporation, unless and only to

the extent that the Court of Chancery of the State of Delaware or

the court in which such Action was brought, shall determine upon

application that, despite the adjudication of liability but in

view of all the circumstances of the case, such person is fairly

and reasonably entitled to indemnity for such expenses which the

Court of Chancery of the State of Delaware or such other court

shall deem proper. The right to indemnification under this

Section 2 of Article XIII shall be a contract right that may be

enforced in any lawful manner by a person entitled to such

indemnification.

Section 3. Mandatory Indemnification - Successful Party. To

the extent that a Director, officer, employee or agent of the

Corporation has been successful on the merits or otherwise in

defense of any Action referred to in Sections I or 2 of this

Article XIII, or in defense of any claim, issue or matter

therein, he shall be indemnified against expenses (including

attorneys' fees) actually and reasonably incurred by him in

connection therewith. The right to indemnification under this

Section 3 of Article XIII shall be a contract right that may be

enforced in any lawful manner by a person entitled to such

indemnification.

Section 4. Permissive Indemnification. Except as otherwise

expressly provided in Section 2 of this Article XIII, the

Corporation may also indemnify any person who is or was a party

or is threatened to be made a party to any Action by reason of

the fact that he is or was a Director, officer, employee or agent

of the Corporation, or is or was serving at the request of the

Corporation as a Director, officer, employee or agent of another

corporation, partnership, joint venture, trust or other

enterprise, against all or part of any expenses (including

attorneys' fees), judgments, fines and amounts paid in settlement

actually and reasonably incurred by him in connection with such

Action if it shall be determined in accordance with the

applicable procedures set forth in Section 5 that such person is

fairly and reasonably entitled to such indemnification.

Section 5. Procedure. Any indemnification under the

foregoing provisions of this Article XIII (unless ordered by a

court) shall be made by the Corporation only as authorized in the

specific case upon a determination that indemnification of the

Director, officer, employee or agent is proper in the

circumstances because he has met the applicable standards of

conduct set forth in Sections 1 or 2, or is entitled to

indemnification under Section 4, of this Article XIII. Such

determination shall be made (i) by the Board of Directors by a

majority vote of a quorum, as defined in the Certificate of

Incorporation or these By-Laws, consisting of Directors who are

not or were not parties to any pending or completed Action giving

rise to the proposed indemnification, or (ii) if such a quorum is

not obtainable or, even if obtainable, a quorum of disinterested

Directors so directs, by independent legal counsel in a written

opinion, or (iii) by the stockholders.

Section 6. Advance Payments. Expenses (including attorneys'

fees) incurred or reasonably expected to be incurred by a

Director or officer of the Corporation in defending any Action

referred to in Sections I or 2 of this Article XIII shall be paid

by the Corporation in advance of the final determination thereof

upon receipt by the Corporation of his written request therefor

and his written promise to repay such amount if it shall

ultimately be determined that he is not entitled to be

indemnified by the Corporation as authorized or required by this

Article XIII. The right of Directors and officers to advancement

of expenses under this Section 6 of Article XIII shall be a

contract right that may be enforced in any lawful manner by a

Director or officer of the Corporation. Such expenses incurred by

other employees and agents may be paid upon such terms and

conditions, if any, as the Board of Directors deems appropriate.

Section 7. Provisions Not Exclusive. The indemnification and

advancement of expenses provided by, or granted pursuant to, this

Article shall not be deemed exclusive of any other rights to

which any person seeking indemnification and advancement of

expenses, may be entitled under any law, by-law, agreement, vote

of stockholders or disinterested Directors or otherwise, both as

to action in his official capacity and as to action in another

capacity while holding such office, and shall continue as to a

person who has ceased to be a Director, officer, employee or

agent and shall inure to the benefit of the heirs, executors and

administrators of such a person.

Section 8. Insurance. The Corporation may purchase and

maintain insurance on behalf of any person who is or was a

Director, officer, employee or agent of the Corporation, or is or

was serving at the request of the Corporation as a Director,

officer, employee, or agent of another corporation, partnership,

joint venture, trust or other enterprise, against any liability

asserted against him and incurred by him in any such capacity, or

arising out of his status as such, whether or not the Corporation

would have the power to indemnify him against such liability

under the provisions of this Article XIII.

Section 9. Other Arrangements. The Corporation also may

obtain a letter of credit, act as a self-insurer, create a

reserve, trust, escrow, cash collateral or other fund or account,

enter into indemnification agreements, pledge or grant a security

interest in any assets or properties of the Corporation, or use

any other mechanism or arrangement whatsoever in such amounts, at

such costs, and upon such other terms and conditions as the Board

of Directors shall deem appropriate for the protection of any or

all such persons.

Section 10. Severability. If this Article XIII or any

portion hereof shall be invalidated on any ground by any court of

competent jurisdiction, then the Corporation shall nevertheless

indemnify each person as to whom the Corporation has agreed to

grant indemnity, as to liabilities and expenses, and amounts paid

or to be paid in settlement with respect to any proceeding,

including an action by or in the right of the Corporation, to the

full extent permitted by any applicable portion of this Article

XIII that shall not have been invalidated and to the full extent

permitted by applicable law.

Section 11. Miscellaneous. (a) For the purposes of this

Article XIII, references to "the Corporation" include all

constituent corporations absorbed in a consolidation or merger,

as well as the resulting or surviving corporation, so that any

person who is or was a Director, officer, employee or agent of

such a constituent corporation or is or was serving at the

request of such constituent corporation as a Director, officer,

employee or agent of another corporation, partnership, joint

venture, trust or other enterprise, shall stand in the same

position under the provisions of this Article XIII with respect

to the resulting or surviving corporation as he would if he had

served the resulting or surviving corporation in the same

capacity.

(b) For purposes of this Article XIII, references to "other

enterprises" shall include employee benefit plans; references to

"fines" shall include any excise taxes assessed on a person with

respect to any employee benefit plan; and references to "serving

at the request of the Corporation" shall include any services as

a Director, officer, employee or agent of the Corporation which

imposes duties on, or involves services by, such Director,

officer, employee or agent with respect to an employee benefit

plan, its participants or beneficiaries; and a person who acted

in good faith in a manner he reasonably believed to be in the

interest of the participants and beneficiaries of an employee

benefit plan shall be deemed to have acted in a manner "not

opposed to the best interests of the Corporation" as referred to

in this Article XIII.

by, or granted pursuant to, this Article Xlll shall, unless

otherwise provided when authorized or ratified, continue as to a

person who has ceased to be a Director, officer, employee or

agent and shall inure to the benefit of the heirs, executors and

administrators of such a person.

ARTICLE XIV

General Provisions

Section 1. The Chairman of the Board, the President, any

Vice President or the Treasurer of the Corporation may attend any

meeting of the holders of stock or other securities of any other

corporation, any of whose stock or other securities are held by

the Corporation, and cast the votes which the Corporation is

entitled to cast as a stockholder or otherwise at such meeting,

or may consent in writing to any action by any such corporation,

and may execute on behalf of the Corporation and under its

corporate seal, or otherwise, such written proxies, consents,

waivers or other instruments as he may deem necessary or

appropriate. Any of the foregoing acts or functions may also be

performed by any one or more of such persons as shall from time

to time be authorized by the Board of Directors or by a writing

executed by the chief executive officer of the Corporation.

Section 2. The moneys of the Corporation shall be deposited

in the name of the Corporation in such bank or banks or trust

company or trust companies as the Board of Directors shall from

time to time designate, and shall be drawn out only by signed

checks or by telephonic or other electronic advice given and

subsequently confirmed by means which the bank or trust company

may require, by persons designated in a resolution or resolutions

of the Board of Directors or by such other persons designated by

a writing executed by persons authorized to so designate in a

resolution or resolutions of the Board of Directors.

Section 3. Notices to Directors and stockholders shall be in

writing and delivered personally or mailed to the Directors or

stockholders at their addresses appearing on the books of the

Corporation. Notice by mail shall be deemed to be given at the

time when the same shall be mailed. Notice to Directors may also

be given by telegraph, and any such notice shall be deemed to be

given when delivered to an office of the transmitting company

with all charges prepaid.

Section 4. Alterations, amendments or repeals of these By-

Laws, or any of them, may be made by a majority of the

stockholders entitled to vote at any meeting thereof, if the

notice of such meeting contains a statement of the proposed

alteration, amendment or repeal, or by the Board of Directors by

a majority vote of the whole Board of Directors at any meeting

thereof, provided notice of such alteration, amendment or repeal

has been given to each Director in writing. No notice of any

alteration, amendment or repeal need be given if adopted by

action taken at a meeting duly held on waiver of notice.

<PAGE>

CONSENT OF STOCKHOLDER
OF
ENTERGY POWER DEVELOPMENT CORPORATION

Entergy Corporation, the holder of all of the issued and

outstanding Common Stock of Entergy Power Development., a

Delaware Corporation, does on the 26th day of October, 1995,

acting pursuant to the provisions of Section 228 of the Delaware

General Corporation Law, hereby consent to the following in lieu

of the annual meeting of stockholder of Entergy Power Development

Corporation.

1. The following named persons are hereby elected

Directors of the Corporation to serve from the date hereof until

the next annual meeting of stockholder of the Corporation or

until their successors are elected or named and qualified:

Gerald D. McInvale
Terry L. Ogletree
Michael G. Thompson

2. That Article VI, Section 4 of the By-Laws of this

Corporation be, and they hereby are, amended in the following

respect only:

Section 4. Vice Presidents. Each Vice President shall

have such powers and shall perform such duties incident

to the office of a vice president of a corporation, and

such other duties as from time to time may be conferred

upon or assigned to him by the Board of Directors or as

may be delegated to him by the Chairman of the Board

(if chief executive officer) or the President.

3. That Article VI of the By-Laws of this Corporation be,

and they hereby are, amended to include the addition of Section

13 in the following respect only:

Section 13. Delegation of Powers. Each officer may

delegate to any other officer and to any official,

employee or agent of the corporation, such portions of

his powers as he shall deem appropriate, subject to

such limitations and expirations as he shall specify,

and may revoke such delegation at any time.

4. The actions of the Directors of Entergy Power

Development Corporation. since October 12, 1994, to date are

ratified, confirmed and approved.

ENTERGY CORPORATION

By
Chairman of the Board and
Chief Executive Officer

Exhibit B-23(a)

LIMITED LIABILITY COMPANY AGREEMENT

ENTERGY INTERNATIONAL LTD LLC

This Limited Liability Company Agreement (this
"Agreement") of Entergy International Ltd LLC is entered into by
Entergy Corporation, a Delaware corporation ("Entergy Corp."), as
the sole member of the Company (as defined below) (including any
substitute member of the Company, the "Member").

The Member, by execution of this Agreement, hereby
forms a limited liability company pursuant to and in accordance
with the Delaware Limited Liability Company Act (6 Del.C. 18-
101, et seq.), as amended from time to time (the "Act"), and
hereby agrees as follows:

1. Name, Member and Certificates. The name of the
limited liability company formed hereby is Entergy International
Ltd LLC (the "Company"). Except as provided in Section 18 of
this Agreement, the sole member of the Company is Entergy
Corporation. Entergy Corporation, as the sole member of the
Company, shall own all of the limited liability company interests
in the Company (the "Shares"). The Company is authorized to
issue 1,000 Shares. The Company hereby issues 100 Shares to
Entergy Corporation. The Member, on behalf of the Company, shall
cause the Company to issue to Entergy Corporation a certificate
representing the Shares owned by it. Such certificate (the
"Entergy Corporation Certificate") shall be signed on behalf of
the Company by the Chairman or Vice Chairman of the Board of
Directors of Entergy Corporation (who is the sole member of the
Company), if any, or the President or a Vice President and by the
Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of Entergy Corporation, certifying the number
of Shares owned by Entergy Corporation in the Company. Any or
all of the signatures on the certificate may be a facsimile. In
case any officer of Entergy Corporation shall have ceased to be
such officer before such certificate is issued, it may be issued
by the Company with the same effect as if he or she were such
officer at the date of issue.

2. Governmental Certificates. Entergy Corporation,
as an authorized person within the meaning of the Act, shall
execute, deliver and file the Certificate of Formation with the
Secretary of State of the State of Delaware. The Member shall
execute, deliver and file any other certificates (and any
amendments and/or restatements thereof) necessary for the Company
to qualify to do business in a jurisdiction in which the Company
may wish to conduct business.

3. Purpose. The Company is formed for the object and
purpose of, and the nature of the business to be conducted and
promoted by the Company is, engaging in any lawful act or
activity for which limited liability companies may be formed
under the Act.

4. Powers. In furtherance of its purposes, but
subject to all of the provisions of this Agreement, the Company
shall have the power and is hereby authorized to:

a. acquire by purchase, lease, contribution of
property or otherwise, own, hold, sell, convey, transfer or
dispose of any real or personal property which may be necessary,
convenient or incidental to the accomplishment of the purpose of
the Company;

b. act as a trustee, executor, nominee, bailee,
director, officer, agent or in some other fiduciary capacity for
any person or entity and to exercise all of the powers, duties,
rights and responsibilities associated therewith;

c. take any and all actions necessary,
convenient or appropriate as trustee, executor, nominee, bailee,
director, officer, agent or other fiduciary, including the
granting or approval of waivers, consents or amendments of rights
or powers relating thereto and the execution of appropriate
documents to evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance,
improve, own, sell, convey, assign, mortgage, lease or demolish
or otherwise dispose of any real or personal property which may
be necessary, convenient or incidental to the accomplishment of
the purposes of the Company;

e. borrow money and issue evidences of
indebtedness in furtherance of any or all of the purposes of the
Company, and secure the same by mortgage, pledge or other lien on
the assets of the Company;

f. invest any funds of the Company pending
distribution or payment of the same pursuant to the provisions of
this Agreement;

g. prepay in whole or in part, refinance,
recast, increase, modify or extend any indebtedness of the
Company and, in connection therewith, execute any extensions,
renewals or modifications of any mortgage or security agreement
securing such indebtedness;

h. enter into, perform and carry out contracts
of any kind, including, without limitation, contracts with any
person or entity affiliated with the Member, necessary to, in
connection with, convenient to, or incidental to the
accomplishment of the purposes of the Company;

i. employ or otherwise engage employees,
managers, contractors, advisors, attorneys and consultants and
pay reasonable compensation for such services;

j. enter into partnerships, limited liability
companies, trusts, associations, corporations or other ventures
with other persons or entities in furtherance of the purposes of
the Company; and

k. do such other things and engage in such other
activities related to the foregoing as may be necessary,
convenient or incidental to the conduct of the business of the
Company, and have and exercise all of the powers and rights
conferred upon limited liability companies formed pursuant to the
Act.

5. Principal Business Office. The principal business
office of the Company shall be located at such location as may be
determined by the Member.

6. Registered Office. The address of the registered
office of the Company in the State of Delaware is c/o The
Corporation Trust Company, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801.

7. Registered Agent. The name and address of the
registered agent of the Company for service of process on the
Company in the State of Delaware is The Corporation Trust
Company, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801.

8. Member. The name and the mailing address of the
Member are as follows:

Name Address

Entergy Corporation 639 Loyola Avenue
New Orleans, LA 70113

9. Limited Liability. Except as otherwise provided
by the Act, the debts, obligations and liabilities of the
Company, whether arising in contract, tort or otherwise, shall be
solely the debts, obligations and liabilities of the Company, and
the Member shall not be obligated personally for any such debt,
obligation or liability of the Company solely by reason of being
a member of the Company.

10. Capital Contributions. The Member is deemed
admitted as a member of the Company upon its execution and
delivery of this Agreement. The Member has contributed or will
contribute all of the outstanding shares of Entergy Power
Development International Corporation, a Delaware corporation
("EPDIC"), to the Company. Without the need for the consent of
any person or entity, the Company, and each Officer and the
Member on behalf of the Company, acting singly or jointly, are
hereby authorized to cause the Company to own and dispose of all
of the outstanding shares of EPDIC and to exercise all rights and
to fulfill all duties associated with the ownership of such
shares.

11. Additional Contributions. The Member is not
required to make any additional capital contribution to the
Company. The Member may make additional capital contributions to
the Company in the sole discretion of the Member.

12. Allocation of Profits and Losses. The Company's
profits and losses shall be allocated to the Member.

13. Distributions. Distributions shall be made to the
Member at the times and in the aggregate amounts determined by
the Member. Notwithstanding any provision to the contrary
contained in this Agreement, the Company shall not make a
distribution to the Member on account of its interest in the
Company if such distribution would violate Section 18-607 of the
Act or other applicable law.

14. Management. In accordance with Section 18-402 of
the Act, management of the Company shall be vested in the Member.
The Member shall have the power to do any and all acts necessary,
convenient or incidental to or for the furtherance of the
purposes described herein, including all powers, statutory or
otherwise, possessed by members of a limited liability company
under the laws of the State of Delaware. The Member has the
authority to bind the Company.

15. Officers. The Member may, from time to time as it
deems advisable, appoint officers of the Company (the "Officers")
and assign in writing titles (including, without limitation,
President, Vice President, Secretary, and Treasurer) to any such
person. Unless the Member decides otherwise, if the title is one
commonly used for officers of a business corporation formed under
the Delaware General Corporation Law, the assignment of such
title shall constitute the delegation to such person of the
authorities and duties that are normally associated with that
office. Any delegation pursuant to this Section 15 may be
revoked at any time by the Member.

16. Other Business. The Member may engage in or
possess an interest in other business ventures (unconnected with
the Company) of every kind and description, independently or with
others. The Company shall not have any rights in or to such
independent ventures or the income or profits therefrom by virtue
of this Agreement.

17. Exculpation and Indemnification. No Member or
Officer shall be liable to the Company, any other person or
entity who has an interest in the Company for any loss, damage or
claim incurred by reason of any act or omission performed or
omitted by such Member or Officer in good faith on behalf of the
Company and in a manner reasonably believed to be within the
scope of the authority conferred on such Member or Officer by
this Agreement, except that a Member or Officer shall be liable
for any such loss, damage or claim incurred by reason of such
Member's or Officer's willful misconduct. To the full extent
permitted by applicable law, a Member or
Officer shall be entitled to indemnification from the Company for
any loss, damage or claim incurred by such Member or Officer by
reason of any act or omission performed or omitted by such Member
or Officer in good faith on behalf of the Company and in a manner
reasonably believed to be within the scope of the authority
conferred on such Member or Officer by this Agreement, except
that no Member or Officer shall be entitled to be indemnified in
respect of any loss, damage or claim incurred by such Member or
Officer by reason of willful misconduct with respect to such acts
or omissions; provided, however, that any indemnity under this
Section 17 shall be provided out of and to the extent of Company
assets only, and the Member shall not have personal liability on
account thereof.

18. Assignments.

(a) A Member may assign in whole or in part its
Shares with the written consent of the Member. If a Member
transfers all of its Shares pursuant to this Section 18, the
transferee shall be admitted to the Company upon its execution of
an instrument signifying its agreement to be bound by the terms
and conditions of this Agreement. Such admission shall be deemed
effective immediately prior to the transfer, and, immediately
following such admission, the transferor Member shall cease to be
a member of the Company.

(b) Notwithstanding anything in this Agreement or
the Act to the contrary, including, without limitation, Section
18(a) of this Agreement, Entergy Corp., as the sole member of the
Company, is hereby authorized, at such time as it determines in
its sole discretion, to transfer (the "EPIC Transfer") all of its
Shares in the Company to Entergy International Holdings Ltd LLC,
a Delaware limited liability company ("EPIC LLC"). In connection
the EPIC Transfer, without the need for any action or consent of
any other person or entity, EPIC LLC shall be deemed admitted to
the Company as a member of the Company immediately prior to
Entergy Corp.'s ceasing to be a member of the Company in
connection with the EPIC Transfer. In connection with the EPIC
Transfer and at all times thereafter, EPIC LLC, as the sole
member of the Company, is hereby authorized to and shall continue
the business of the Company without dissolution. In connection
with the EPIC Transfer, the Entergy Corporation Certificate shall
be canceled and a new certificate shall be issued to EPIC LLC by
the Company. Such certificate shall be signed on behalf of the
Company by the Chairman or Vice Chairman of the Board of
Directors of Entergy Corporation (who is the sole member of EPIC
LLC), if any, or the President or a Vice President and by the
Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of Entergy Corporation, certifying the number
of Shares owned by EPIC LLC in the Company. Any or all of the
signatures on the certificate may be a facsimile. In case any
officer of Entergy Corporation shall have ceased to be such
officer before such certificate is issued, it may be issued by
the Company with the same effect as if he or she were such
officer at the date of issue.

19. Resignation. A Member may resign from the Company
with the written consent of the Member. If a Member is permitted
to resign pursuant to this Section 19, an additional member shall
be admitted to the Company, subject to Section 20, upon its
execution of an instrument signifying its agreement to be bound
by the terms and conditions of this Agreement. Such admission
shall be deemed effective immediately prior to the resignation,
and, immediately following such admission, the resigning Member
shall cease to be a member of the Company.

20. Admission of Additional Members. One (1) or more
additional members of the Company may be admitted to the Company
with the written consent of the Member.

21. Dissolution.

(a) The Company shall dissolve, and its affairs
shall be wound up upon the first to occur of the following: (i)
the written consent of the Member, (ii) the retirement,
resignation or dissolution of the last remaining Member or the
occurrence of any other event which terminates the continued
membership of the last remaining Member in the Company unless the
business of the Company is continued in a manner permitted by the
Act, or (iii) the entry of a decree of judicial dissolution under
Section 18-802 of the Act.

(b) Except to the extent set forth in Section
21(a) of this Agreement, the occurrence of any event that
terminates the continued membership of a Member in the Company
shall not cause the dissolution of the Company, and, upon the
occurrence of such an event, the business of the Company shall
continue without dissolution.

(c) In the event of dissolution, the Company
shall conduct only such activities as are necessary to wind up
its affairs (including the sale of the assets of the Company in
an orderly manner), and the assets of the Company shall be
applied in the manner, and in the order of priority, set forth in
Section 18-804 of the Act.

(d) Except as set forth in this Section 21, the
Company shall have perpetual existence.

22. Merger. Without the need for the consent of any
other person or entity, the Company is hereby authorized to merge
with and into EPDIC, with the Company being the surviving entity
(the "Merger"). Without the need for the consent of any other
person or entity, the Company is hereby authorized to execute and
deliver, and to consummate all of the transactions contemplated
by, the Agreement and Plan of Merger, dated as of August 20, 1997
(the "Merger Agreement"), between EPDIC and the Company. Any
Officer and the Member, acting singly or jointly, is hereby
authorized (without the need for the consent of any person or
entity), at such time in his or its sole discretion as he or it
deems necessary or appropriate, to execute, acknowledge, verify,
deliver, and record, for and in the name of the Company and, to
the extent necessary or appropriate, the Member, any and all
documents and instruments, including without limitation, the
Merger Agreement, the Certificate of Merger relating to the
Merger and those documents and instruments required or
contemplated by applicable law that the Officers or the Member,
or any one of them, deem necessary or appropriate to effectuate
the Merger.

After consummation of the Merger, the Company is hereby
authorized to own, dispose or otherwise deal with all of the
assets of EPDIC, including, without limitation, all of the shares
of Entergy Power UK Holdings Limited, a private company limited
by shares incorporated in England and Wales ("UK Corp").

23. Formation of Delaware Limited Liability Companies.
Without the need for the consent of any other person or entity,
the Company, and each Officer and the Member on behalf of the
Company, acting singly or jointly, is hereby authorized to cause
the Company to form two Delaware limited liability companies to
be known as Entergy International Investments No. 1 Ltd LLC, a
Delaware limited liability company ("Sub 1"), and Entergy
International Investments No. 2 Ltd LLC, a Delaware limited
liability company ("Sub 2"). In connection with such formations,
the Company, and each Officer and the Member on behalf of the
Company, acting singly or jointly, are hereby authorized to cause
the Company to execute, deliver and perform the Limited Liability
Company Agreements of Sub 1 and Sub 2, respectively, as amended
from time to time.

24. Contribution of Interests to Delaware Limited
Liability Companies. Without the need for the consent of any
person or entity, the Company, and each Officer and the Member on
behalf of the Company, acting singly or jointly, are hereby
authorized to cause the Company (i) to contribute a ten percent
(10%) shareholding in UK Corp to Sub 1, and (ii) to contribute a
ninety percent (90%) shareholding in UK Corp to Sub 2
(collectively, the "Transfers"). Without the need for the
consent of any person or entity, the Company, and each Officer
and the Member on behalf of the Company, acting singly or
jointly, are hereby authorized to cause the Company to execute,
deliver, and perform any and all documents to give effect to the
Transfers, including, without limitation, stock transfer forms in
favor of Sub 1 and Sub 2.

25. Borrowings and Contributions to Sub 1 and Sub 2.
Without the need for the consent of any person or entity, the
Company, and each Officer and the Member on behalf of the
Company, acting singly or jointly, are hereby authorized to cause
the Company to execute and deliver, and to consummate the
transactions contemplated by, a Term Loan Facility arranged by
ABN AMRO Bank and Union Bank of Switzerland, New York Branch (the
"Bank Line"). Without the need for the consent of any person or
entity, the Company, and each Officer and the Member on behalf of
the Company, acting singly or jointly, are hereby authorized to
cause the Company to draw down on the Bank Line and (i) to use
such funds to make contributions to Sub 1 and/or Sub 2, in such
amounts and at such times as any Officer or the Member, acting
singly or jointly, may determine, and/or (ii) to retain such
funds in and for the use of the Company.

26. Separability of Provisions. Each provision of
this Agreement shall be considered separable and if for any
reason any provision or provisions herein are determined to be
invalid, unenforceable or illegal under any existing or future
law, such invalidity, unenforceability or illegality shall not
impair the operation of or affect those portions of this
Agreement which are valid, enforceable and legal.

27. Entire Agreement. This Agreement constitutes the
entire agreement of the Member with respect to the subject matter
hereof.

28. Governing Law. This Agreement shall be governed
by, and construed under, the laws of the State of Delaware
(without regard to conflict of laws principles), all rights and
remedies being governed by said laws.

29. Amendments. This Agreement may not be modified,
altered, supplemented or amended except pursuant to a written
agreement executed and delivered by the Member.

IN WITNESS WHEREOF, the undersigned, intending to
be legally bound hereby, has duly executed this Agreement as of
the 20th day of August, 1997.

ENTERGY CORPORATION, as member

By:________________________________
Name:
Title:

AGREED AND CONSENTED TO (to reflect
its acceptance of the assignment of all of the
limited liability company interests in the Company
from Entergy Corp. in connection with the EPIC
Transfers and its admission as a member of the
Company at such time as Entergy Corp.
determines in its sole discretion in accordance
with Section 18(b) of this Agreement):

ENTERGY INTERNATIONAL HOLDINGS LTD LLC

By: Entergy Corporation, as member

By:
Name:
Title:

<PAGE>
AMENDMENT NO. 1

LIMITED LIABILITY COMPANY

ENTERGY INTERNATIONAL LTD LLC

Effective August 20, 1997

Entergy International Holding LTD LLC as sole member of
Entergy International LTD LLC hereby amends the Limited Liability
Agreement of Entergy International LTD LLC (this "Agreement").

Section 13 is amended and restated is its entirety as
follows:

Distributions. Distributions shall be made to the Member at
the times and in the aggregate amounts as determined by any
officer of the Company. Notwithstanding any provision to the
contrary contained in this Agreement, the Company shall not make
a distribution to the Member on account of its interest in the
Company if such distribution would violate Section 18-607 of the
Act or other applicable law.

IN WITNESS WHEREOF, the undersigned, intending to be legally
bound hereby, has executed this Amendment No. 1 as of the 12th
day of March 1998.

ENTERGY INTERNATIONAL HOLDING LTD, LLC,
as Member

By: Entergy Corporation, as Member

/s/ Louis E. Buck
Name: Louis E. Buck
Title: Vice President

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-27(a)

Certificate of Incorporation
of
Entergy Nuclear holding Company No. 1, Inc.

FIRST: The name of the Corporation is Entergy
Nuclear Holding Company No. 1, 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 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 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 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 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 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.

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 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.

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 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.

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 _____ day of June 1999.

_______________________________
Laurence M. Hamric - Incorporator

Witness:

________________________________

<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

Entergy Nuclear Holding Company No. 1, 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 Nuclear Holding Company No. 1, 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 Nuclear
Holding Company #1 (hereinafter `the Corporation')"; and

FURTHER RESOLVED, that any and all additional references to
"Entergy Nuclear Holding Company No. 1, Inc." in said
Certificate of Incorporation be changed to "Entergy Nuclear
Holding Company #1."

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: October 8, 1999

By: _____________________________
C. John Wilder
Executive Vice President and
Chief Financial Officer

Effective as of July 6, 1999

Exhibit B-27(b)

ENTERGY NUCLEAR HOLDING COMPANY NO. 1, INC.

BYLAWS

ARTICLE I.

OFFICES.

The registered office of Entergy Nuclear Holding Company No.
1, Inc. (hereinafter, 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.

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. Number, Election and Term of Office. The Board
of Directors may elect a Chairman of the Board and shall elect a
President, a Secretary, a Treasurer and, in their discretion, may
elect one or more Vice Presidents. Whenever the Board of
Directors shall elect both a Chairman of the Board and a
President, the Board of Directors shall, by resolution, designate
one of them as the chief executive officer of the Corporation
who, subject to the direction of the Board of Directors, shall
have direct charge of and general supervision over the business
and affairs of the Corporation. The officers of the Corporation
shall be elected annually by the Board of Directors and each
shall hold his office until his successor shall have been duly
elected and qualified or until he shall have died or resigned or
shall have been removed by majority vote of the entire Board of
Directors. Any number of offices may be held by the same person.
The Board of Directors may from time to time appoint such other
officers and agents as the interest of the Corporation may
require and may fix their duties and terms of office.

SECTION 2. Chairman of the Board. If a Chairman of the
Board is elected by the Board of Directors, he shall be a member
of the Board of Directors, shall preside at all meetings of the
Board of Directors, and shall have such other duties as from time
to time may be assigned to him by the Board of Directors, by the
Executive Committee or, if the Chairman of the Board is not the
designated Chief Executive Officer of the Corporation, by such
Chief Executive Officer.

SECTION 3. President. The President shall perform duties
incident to the office of a president of a corporation and such
other duties as from time to time may be assigned to him by the
Board of Directors, by the Executive Committee or, if any such
President is not designated the Chief Executive Officer of the
Corporation, by the Chief Executive Officer.

SECTION 4. Vice Presidents. Each Vice President shall have
such powers and shall perform such duties as from time to time
may be conferred upon or assigned to him by the Board of
Directors or the Executive Committee, or as may be delegated to
him by the Chief Executive Officer.

SECTION 5. Secretary. The Secretary shall keep the minutes
of all meetings of the stockholders and of the Board of Directors
in books provided for the purpose; shall see that all notices are
duly given in accordance with the provisions of the law and these
Bylaws; shall be custodian of the records and of the corporate
seal of the Corporation; shall see that the corporate seal is
affixed to all documents the execution of which under the seal is
duly authorized, and when the seal is so affixed may attest the
same; may sign, with the Chairman of the Board, the Vice Chairman
of the Board, the President or a Vice President, certificates of
stock of the Corporation; and in general, shall perform all
duties incident to the office of a secretary of a corporation,
and such other duties as from time to time may be assigned by
the Chief Executive Officer, the Chairman of the Board, the Vice
Chairman of the Board, the President, the Board of Directors or
the Executive Committee.

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

SECTION 6. Treasurer. The Treasurer shall have charge of and
be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit, or cause to
be deposited, in the name of the Corporation, all moneys or other
valuable effects in such banks, trust companies or other
depositories as shall, from time to time, be selected by the
Board of Directors; may endorse for collection on behalf of the
Corporation, checks, notes and other obligations; may sign
receipts and vouchers for payments made to the Corporation;
singly or jointly with another person as the Board of Directors
may authorize, may sign checks of the Corporation and pay out and
dispose of the proceeds under the direction of the Board; shall
render or cause to be rendered to the Chairman of the Board, the
President and the Board of Directors, whenever requested, an
account of the financial condition of the Corporation; may sign,
with the Chairman of the Board, the Vice Chairman of the Board,
the President or a Vice President, certificates of stock of the
Corporation; and in general, shall perform all the duties
incident to the office of a treasurer of a corporation, and such
other duties as from time to time may be assigned by the Chief
Executive Officer, the Chairman of the Board, the Vice Chairman
of the Board, the President, the Board of Directors or the
Executive Committee.

SECTION 7. Subordinate Officers. The Board of Directors may
appoint such assistant secretaries, assistant treasurers and
other subordinate officers as it may deem desirable. Each such
officer shall hold office for such period, have such authority
and perform such duties as the Board of Directors may prescribe.
The Board of Directors may, from time to time, authorize any
officer to appoint and remove subordinate officers and to
prescribe the powers and duties thereof.

SECTION 8. Vacancies. Absences. Any vacancy in any of the
above offices may be filled for the unexpired portion of the term
by the Board of Directors, at any regular or special meeting.
Except when the law requires the act of a particular officer, the
Board of Directors or the Executive Committee whenever necessary
may, in the absence of any officer, designate any other officer
or properly qualified employee, to perform the duties of the one
absent for the time being, and such designated officer or
employee shall have, when so acting, all the powers herein given
to such absent officer.

SECTION 9. Resignations. Any officer may resign at any time
by giving written notice of such resignation to the Board of
Directors, the Chairman of the Board, the Vice Chairman of the
Board, the President or the Secretary. Unless otherwise specified
therein, such resignation shall take effect upon written receipt
thereof by the Board of Directors or by such officer.

ARTICLE VI.

CAPITAL STOCK.

SECTION 1. Stock Certificates. The certificates for shares
of the stock of the Corporation shall be in such form, not
inconsistent with the Certificate of Incorporation, as shall be
prepared or approved by the Board of Directors. Every holder of
stock in the Corporation shall be entitled to have a certificate
signed by or in the name of the Corporation, by the Chairman of
the Board (if chief executive officer), the President or a Vice
President, and by the Treasurer or the Secretary certifying the
number of shares owned by him and the date of issue, and no
certificate shall be valid unless so signed. All certificates
shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued.

All signatures on the certificate may be facsimile. In case
any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer, transfer agent
or registrar at the date of issue.

SECTION 2. Transfer of Stock. Upon surrender to the
Corporation or the transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper
evidence of succession assignment or authority to transfer, the
Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction
upon its books.

SECTION 3. Registered Stockholders. The Corporation
shall be entitled to treat the holder of record of any share or
shares of stock as the holder in fact thereof and, accordingly,
shall not be bound to recognize any equitable or other claim to,
or interest in, such share or shares on the part of any other
person, whether or not it shall have express or other notice
thereof, save as expressly provided by the laws of the State of
Delaware.

SECTION 4. Lost Certificates. Any person claiming a
certificate of stock to be lost or destroyed shall make an
affidavit or affirmation of the fact and advertise the same in
such manner as the Board of Directors may require, and the Board
of Directors, in its discretion, may require the owner of the
lost or destroyed certificate, or his legal representative, to
give the Corporation a bond in a sum sufficient, in the opinion
of the Board of Directors, to indemnify the Corporation against
any claim that may be made against it on account of the alleged
loss of any such certificate. A new certificate of the same
tenor and for the same number of shares as the one alleged to be
lost or destroyed may be issued without requiring any bond when,
in the judgment of the Directors, it is proper so to do.

SECTION 5. Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting,
or to receive payment of any dividend or other distribution or
allotment of any rights, or to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty (60)
nor less than ten (10) days before the date of such meeting, nor
more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.

ARTICLE VII

CHECKS, NOTES, ETC.

SECTION 1. Execution of Checks, Notes, etc. All checks and
drafts on the Corporation's bank accounts and all bills of
exchange, promissory notes, acceptances, obligations and other
instruments for the payment of money, shall be signed by the
Chairman of the Board, the Vice Chairman of the Board, 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, the Executive Committee, or any officer
or officers, person or persons, as shall be designated by the
Board of Directors.

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, the President, or any officer or officers, person
or persons, as shall be designated by the Board of Directors.

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.

The seal of the Corporation shall show the year of its
incorporation and shall be in such form as the Board of Directors
shall prescribe. The seal on any corporate obligation for the
payment of money may be a facsimile, engraved or printed.

ARTICLE X.

INDEMNIFICATION.

SECTION 1. Power to Indemnify in Actions, Suits or
Proceedings other Than Those by or in the Right of the
Corporation. Subject to Section 3 of this Article X the
Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to or witness or other
participant in, any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a director
or officer of the Corporation, or is or was a director or officer
of the Corporation serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.

SECTION 2. Power to Indemnify in Actions, Suits or
Proceedings by or in the Right of the Corporation. Subject to
Section 3 of this Article X, the Corporation shall indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director or officer of
the Corporation, or is or was a director or officer of the
Corporation serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation; except that no indemnification
shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery or such other court
shall deem proper.

SECTION 3. Authorization of Indemnification. Any
indemnification under this Article X (unless ordered by a court)
shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the
director or officer is proper in the circumstances because he has
met the applicable standard of conduct set forth in Section 1 or
Section 2 of this Article X, as the case may be. Such
determination shall be made (i) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a
quorum is not obtainable or, even if obtainable, by majority vote
of a committee duly designated by the Board of Directors (in
which directors who are parties may participate) consisting
solely of two or more directors not at the time parties to such
action, suit or proceeding, or (iii) if such a quorum is not
obtainable, or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion, or (iv) by the stockholders. To the extent, however,
that a director or officer of the Corporation has been successful
on the merits or otherwise in defense of any action, suit or
proceeding described above, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection therewith, without the necessity of
authorization in the specific case.

Any indemnification under this Article X shall be made
promptly and, in any event, to the 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.

* * * * * * *

<ARTICLE> OPUR1
<CIK> 0000065984
<NAME> ENTERGY CORPORATION AND SUBSIDIARIES
<SUBSIDIARY>
<NUMBER> 023
<NAME> ENTERGY CORPORATION AND SUBSIDIARIES
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 15,500,756
<OTHER-PROPERTY-AND-INVEST> 1,778,119
<TOTAL-CURRENT-ASSETS> 3,219,132
<TOTAL-DEFERRED-CHARGES> 2,487,080
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 22,985,087
<COMMON> 2,471
<CAPITAL-SURPLUS-PAID-IN> 4,636,163
<RETAINED-EARNINGS> 2,786,467
<TOTAL-COMMON-STOCKHOLDERS-EQ> 7,425,101
284,650
488,455
<LONG-TERM-DEBT-NET> 6,612,583
<SHORT-TERM-NOTES> 296,790
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 194,555
0
<CAPITAL-LEASE-OBLIGATIONS> 205,464
<LEASES-CURRENT> 178,247
<OTHER-ITEMS-CAPITAL-AND-LIAB> 7,901,731
<TOT-CAPITALIZATION-AND-LIAB> 22,985,087
<GROSS-OPERATING-REVENUE> 8,773,228
<INCOME-TAX-EXPENSE> 356,667
<OTHER-OPERATING-EXPENSES> 7,521,574
<TOTAL-OPERATING-EXPENSES> 7,521,574
<OPERATING-INCOME-LOSS> 1,251,654
<OTHER-INCOME-NET> 255,640
<INCOME-BEFORE-INTEREST-EXPEN> 1,507,294
<TOTAL-INTEREST-EXPENSE> 555,601
<NET-INCOME> 595,026
40,147
<EARNINGS-AVAILABLE-FOR-COMM> 554,879
<COMMON-STOCK-DIVIDENDS> 294,352
<TOTAL-INTEREST-ON-BONDS> 601,739
<CASH-FLOW-OPERATIONS> 1,307,369
<EPS-BASIC> $2.25
<EPS-DILUTED> $2.25

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> OPUR1
<CIK> 0000007323
<NAME> ENTERGY ARKANSAS, INC.
<SUBSIDIARY>
<NUMBER> 001
<NAME> ENTERGY ARKANSAS, INC.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,860,148
<OTHER-PROPERTY-AND-INVEST> 359,722
<TOTAL-CURRENT-ASSETS> 351,023
<TOTAL-DEFERRED-CHARGES> 361,621
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 3,932,514
<COMMON> 470
<CAPITAL-SURPLUS-PAID-IN> 591,127
<RETAINED-EARNINGS> 463,614
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,055,211
60,000
116,350
<LONG-TERM-DEBT-NET> 1,130,801
<SHORT-TERM-NOTES> 667
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 220
0
<CAPITAL-LEASE-OBLIGATIONS> 75,045
<LEASES-CURRENT> 55,150
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,439,070
<TOT-CAPITALIZATION-AND-LIAB> 3,932,514
<GROSS-OPERATING-REVENUE> 1,541,894
<INCOME-TAX-EXPENSE> 54,012
<OTHER-OPERATING-EXPENSES> 1,346,493
<TOTAL-OPERATING-EXPENSES> 1,346,493
<OPERATING-INCOME-LOSS> 195,401
<OTHER-INCOME-NET> 16,488
<INCOME-BEFORE-INTEREST-EXPEN> 211,889
<TOTAL-INTEREST-EXPENSE> 88,564
<NET-INCOME> 69,313
9,223
<EARNINGS-AVAILABLE-FOR-COMM> 60,090
<COMMON-STOCK-DIVIDENDS> 82,700
<TOTAL-INTEREST-ON-BONDS> 94,872
<CASH-FLOW-OPERATIONS> 313,315
<EPS-BASIC> 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-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 4,145,910
<OTHER-PROPERTY-AND-INVEST> 436,117
<TOTAL-CURRENT-ASSETS> 523,501
<TOTAL-DEFERRED-CHARGES> 627,494
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 5,733,022
<COMMON> 114,055
<CAPITAL-SURPLUS-PAID-IN> 1,153,131
<RETAINED-EARNINGS> 202,782
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,469,968
119,650
201,444
<LONG-TERM-DEBT-NET> 1,631,581
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 65,038
<LEASES-CURRENT> 51,973
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,193,368
<TOT-CAPITALIZATION-AND-LIAB> 5,733,022
<GROSS-OPERATING-REVENUE> 2,127,208
<INCOME-TAX-EXPENSE> 75,165
<OTHER-OPERATING-EXPENSES> 1,806,210
<TOTAL-OPERATING-EXPENSES> 1,806,210
<OPERATING-INCOME-LOSS> 320,998
<OTHER-INCOME-NET> 26,425
<INCOME-BEFORE-INTEREST-EXPEN> 347,423
<TOTAL-INTEREST-EXPENSE> 147,258
<NET-INCOME> 125,000
16,784
<EARNINGS-AVAILABLE-FOR-COMM> 108,216
<COMMON-STOCK-DIVIDENDS> 107,000
<TOTAL-INTEREST-ON-BONDS> 161,326
<CASH-FLOW-OPERATIONS> 345,151
<EPS-BASIC> 0
<EPS-DILUTED> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> OPUR1
<CIK> 0000060527
<NAME> ENTERGY LOUISIANA, INC.
<SUBSIDIARY>
<NUMBER> 012
<NAME> ENTERGY LOUISIANA, INC.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,280,721
<OTHER-PROPERTY-AND-INVEST> 136,606
<TOTAL-CURRENT-ASSETS> 333,075
<TOTAL-DEFERRED-CHARGES> 334,248
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 4,084,650
<COMMON> 1,088,900
<CAPITAL-SURPLUS-PAID-IN> (2,171)
<RETAINED-EARNINGS> 59,554
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,146,283
105,000
100,500
<LONG-TERM-DEBT-NET> 1,145,463
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 116,388
0
<CAPITAL-LEASE-OBLIGATIONS> 23,543
<LEASES-CURRENT> 28,387
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,419,086
<TOT-CAPITALIZATION-AND-LIAB> 4,084,650
<GROSS-OPERATING-REVENUE> 1,806,594
<INCOME-TAX-EXPENSE> 122,368
<OTHER-OPERATING-EXPENSES> 1,386,452
<TOTAL-OPERATING-EXPENSES> 1,386,452
<OPERATING-INCOME-LOSS> 420,142
<OTHER-INCOME-NET> 7,131
<INCOME-BEFORE-INTEREST-EXPEN> 427,273
<TOTAL-INTEREST-EXPENSE> 113,135
<NET-INCOME> 191,770
9,805
<EARNINGS-AVAILABLE-FOR-COMM> 181,965
<COMMON-STOCK-DIVIDENDS> 197,000
<TOTAL-INTEREST-ON-BONDS> 144,731
<CASH-FLOW-OPERATIONS> 410,394
<EPS-BASIC> 0
<EPS-DILUTED> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> OPUR1
<CIK> 0000066901
<NAME> ENTERGY MISSISSIPPI, INC.
<SUBSIDIARY>
<NUMBER> 016
<NAME> ENTERGY MISSISSIPPI, INC.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,121,266
<OTHER-PROPERTY-AND-INVEST> 12,496
<TOTAL-CURRENT-ASSETS> 147,832
<TOTAL-DEFERRED-CHARGES> 178,423
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 1,460,017
<COMMON> 199,326
<CAPITAL-SURPLUS-PAID-IN> (59)
<RETAINED-EARNINGS> 226,567
<TOTAL-COMMON-STOCKHOLDERS-EQ> 425,834
0
50,381
<LONG-TERM-DEBT-NET> 464,466
<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> 519,336
<TOT-CAPITALIZATION-AND-LIAB> 1,460,017
<GROSS-OPERATING-REVENUE> 832,819
<INCOME-TAX-EXPENSE> 17,537
<OTHER-OPERATING-EXPENSES> 744,734
<TOTAL-OPERATING-EXPENSES> 744,734
<OPERATING-INCOME-LOSS> 88,085
<OTHER-INCOME-NET> 8,350
<INCOME-BEFORE-INTEREST-EXPEN> 96,435
<TOTAL-INTEREST-EXPENSE> 37,310
<NET-INCOME> 41,588
3,370
<EARNINGS-AVAILABLE-FOR-COMM> 38,210
<COMMON-STOCK-DIVIDENDS> 34,100
<TOTAL-INTEREST-ON-BONDS> 41,567
<CASH-FLOW-OPERATIONS> 142,413
<EPS-BASIC> 0
<EPS-DILUTED> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> OPUR1
<CIK> 0000071508
<NAME> ENTERGY NEW ORLEANS, INC.
<SUBSIDIARY>
<NUMBER> 017
<NAME> ENTERGY NEW ORLEANS, INC.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 322,076
<OTHER-PROPERTY-AND-INVEST> 3,259
<TOTAL-CURRENT-ASSETS> 113,934
<TOTAL-DEFERRED-CHARGES> 46,477
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 485,746
<COMMON> 33,744
<CAPITAL-SURPLUS-PAID-IN> 36,294
<RETAINED-EARNINGS> 58,526
<TOTAL-COMMON-STOCKHOLDERS-EQ> 128,564
0
19,780
<LONG-TERM-DEBT-NET> 169,083
<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> 168,319
<TOT-CAPITALIZATION-AND-LIAB> 485,746
<GROSS-OPERATING-REVENUE> 507,788
<INCOME-TAX-EXPENSE> 13,030
<OTHER-OPERATING-EXPENSES> 465,252
<TOTAL-OPERATING-EXPENSES> 465,252
<OPERATING-INCOME-LOSS> 42,536
<OTHER-INCOME-NET> 3,347
<INCOME-BEFORE-INTEREST-EXPEN> 45,883
<TOTAL-INTEREST-EXPENSE> 13,892
<NET-INCOME> 18,961
965
<EARNINGS-AVAILABLE-FOR-COMM> 17,996
<COMMON-STOCK-DIVIDENDS> 26,500
<TOTAL-INTEREST-ON-BONDS> 14,281
<CASH-FLOW-OPERATIONS> 60,162
<EPS-BASIC> 0
<EPS-DILUTED> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> OPUR1
<CIK> 0000202584
<NAME> SYSTEM ENERGY RESOURCES, INC.
<SUBSIDIARY>
<NUMBER> 018
<NAME> SYSTEM ENERGY RESOURCES, INC.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,319,288
<OTHER-PROPERTY-AND-INVEST> 135,384
<TOTAL-CURRENT-ASSETS> 419,289
<TOTAL-DEFERRED-CHARGES> 495,087
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 3,369,048
<COMMON> 789,350
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 102,131
<TOTAL-COMMON-STOCKHOLDERS-EQ> 891,481
0
0
<LONG-TERM-DEBT-NET> 1,082,579
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 77,947
0
<CAPITAL-LEASE-OBLIGATIONS> 39,599
<LEASES-CURRENT> 38,421
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,239,021
<TOT-CAPITALIZATION-AND-LIAB> 3,369,048
<GROSS-OPERATING-REVENUE> 620,032
<INCOME-TAX-EXPENSE> 53,851
<OTHER-OPERATING-EXPENSES> 356,596
<TOTAL-OPERATING-EXPENSES> 356,596
<OPERATING-INCOME-LOSS> 263,436
<OTHER-INCOME-NET> 18,849
<INCOME-BEFORE-INTEREST-EXPEN> 282,285
<TOTAL-INTEREST-EXPENSE> 146,062
<NET-INCOME> 82,372
0
<EARNINGS-AVAILABLE-FOR-COMM> 82,372
<COMMON-STOCK-DIVIDENDS> 75,000
<TOTAL-INTEREST-ON-BONDS> 102,867
<CASH-FLOW-OPERATIONS> 102,808
<EPS-BASIC> 0
<EPS-DILUTED> 0

</TABLE>

<ARTICLE> OPUR1
<CIK> 0000065984
<NAME> ENTERGY CORPORATION (PARENT)
<SUBSIDIARY>
<NUMBER> 022
<NAME> ENTERGY CORPORATION (PARENT)
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 7,114,525
<TOTAL-CURRENT-ASSETS> 196,024
<TOTAL-DEFERRED-CHARGES> 50,357
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 7,360,906
<COMMON> 2,471
<CAPITAL-SURPLUS-PAID-IN> 4,636,163
<RETAINED-EARNINGS> 2,786,467
<TOTAL-COMMON-STOCKHOLDERS-EQ> 4,636,163
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 120,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 216,481
<TOT-CAPITALIZATION-AND-LIAB> 7,360,906
<GROSS-OPERATING-REVENUE> 651,977
<INCOME-TAX-EXPENSE> 12,524
<OTHER-OPERATING-EXPENSES> 86,554
<TOTAL-OPERATING-EXPENSES> 86,554
<OPERATING-INCOME-LOSS> 565,423
<OTHER-INCOME-NET> 5,703
<INCOME-BEFORE-INTEREST-EXPEN> 571,126
<TOTAL-INTEREST-EXPENSE> 6,143
<NET-INCOME> 552,459
0
<EARNINGS-AVAILABLE-FOR-COMM> 552,459
<COMMON-STOCK-DIVIDENDS> 294,352
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 421,002
<EPS-BASIC> 0
<EPS-DILUTED> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> OPUR1
<CIK> 0000867439
<NAME> ENTERGY OPERATIONS, INC.
<SUBSIDIARY>
<NUMBER> 026
<NAME> ENTERGY OPERATIONS, INC.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,276
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 20,403
<TOTAL-DEFERRED-CHARGES> 407
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 23,086
<COMMON> 5
<CAPITAL-SURPLUS-PAID-IN> 995
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,000
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 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> 22,086
<TOT-CAPITALIZATION-AND-LIAB> 23,086
<GROSS-OPERATING-REVENUE> 728,516
<INCOME-TAX-EXPENSE> 145
<OTHER-OPERATING-EXPENSES> 728,040
<TOTAL-OPERATING-EXPENSES> 728,040
<OPERATING-INCOME-LOSS> (145)
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 476
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> (145)
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 7,062
<EPS-BASIC> 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-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 65,028
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 52,528
<TOTAL-DEFERRED-CHARGES> 25
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 117,581
<COMMON> 55
<CAPITAL-SURPLUS-PAID-IN> 144,950
<RETAINED-EARNINGS> (53,648)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 91,357
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> 26,224
<TOT-CAPITALIZATION-AND-LIAB> 117,581
<GROSS-OPERATING-REVENUE> 75,016
<INCOME-TAX-EXPENSE> 2,936
<OTHER-OPERATING-EXPENSES> 68,867
<TOTAL-OPERATING-EXPENSES> 68,867
<OPERATING-INCOME-LOSS> 6,149
<OTHER-INCOME-NET> 2,134
<INCOME-BEFORE-INTEREST-EXPEN> 8,283
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 5,347
0
<EARNINGS-AVAILABLE-FOR-COMM> 5,347
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (5,060)
<EPS-BASIC> 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-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 91,271
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 160,439
<TOTAL-DEFERRED-CHARGES> 2,869
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 254,579
<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> 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> 159,742
<TOT-CAPITALIZATION-AND-LIAB> 254,559
<GROSS-OPERATING-REVENUE> 586,538
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 581,998
<TOTAL-OPERATING-EXPENSES> 581,998
<OPERATING-INCOME-LOSS> 4,540
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 4,540
<TOTAL-INTEREST-EXPENSE> 4,540
<NET-INCOME> 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 54,246
<EPS-BASIC> 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-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 5,410
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 56,107
<TOTAL-DEFERRED-CHARGES> 35
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 61,552
<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> 34,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 1,949
<LEASES-CURRENT> 3,386
<OTHER-ITEMS-CAPITAL-AND-LIAB> 22,197
<TOT-CAPITALIZATION-AND-LIAB> 61,532
<GROSS-OPERATING-REVENUE> 132,343
<INCOME-TAX-EXPENSE> 116
<OTHER-OPERATING-EXPENSES> 130,002
<TOTAL-OPERATING-EXPENSES> 130,002
<OPERATING-INCOME-LOSS> 2,341
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 2,341
<TOTAL-INTEREST-EXPENSE> 2,225
<NET-INCOME> 116
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 2,902
<EPS-BASIC> 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-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 16
<OTHER-PROPERTY-AND-INVEST> 4,124
<TOTAL-CURRENT-ASSETS> 37,442
<TOTAL-DEFERRED-CHARGES> 2,645
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 44,227
<COMMON> 57,400
<CAPITAL-SURPLUS-PAID-IN> 209,000
<RETAINED-EARNINGS> (247,965)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 263,400
0
0
<LONG-TERM-DEBT-NET> 14,500
<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> 11,292
<TOT-CAPITALIZATION-AND-LIAB> 44,227
<GROSS-OPERATING-REVENUE> 58,413
<INCOME-TAX-EXPENSE> (12,427)
<OTHER-OPERATING-EXPENSES> 106,870
<TOTAL-OPERATING-EXPENSES> 106,870
<OPERATING-INCOME-LOSS> (48,427)
<OTHER-INCOME-NET> 944
<INCOME-BEFORE-INTEREST-EXPEN> 47,513
<TOTAL-INTEREST-EXPENSE> 69
<NET-INCOME> (35,115)
0
<EARNINGS-AVAILABLE-FOR-COMM> (35,115)
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (32,312)
<EPS-BASIC> 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-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 4,128,274
<OTHER-PROPERTY-AND-INVEST> 472,702
<TOTAL-CURRENT-ASSETS> 503,816
<TOTAL-DEFERRED-CHARGES> 627,494
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 5,732,286
<COMMON> 114,055
<CAPITAL-SURPLUS-PAID-IN> 1,153,132
<RETAINED-EARNINGS> 202,205
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,468,835
145,497
202,781
<LONG-TERM-DEBT-NET> 1,631,581
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 65,038
<LEASES-CURRENT> 51,973
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,513,726
<TOT-CAPITALIZATION-AND-LIAB> 5,732,286
<GROSS-OPERATING-REVENUE> 2,126,091
<INCOME-TAX-EXPENSE> 73,619
<OTHER-OPERATING-EXPENSES> 1,806,881
<TOTAL-OPERATING-EXPENSES> 1,806,881
<OPERATING-INCOME-LOSS> 319,210
<OTHER-INCOME-NET> 26,850
<INCOME-BEFORE-INTEREST-EXPEN> 346,060
<TOTAL-INTEREST-EXPENSE> 147,440
<NET-INCOME> 125,000
16,784
<EARNINGS-AVAILABLE-FOR-COMM> 108,216
<COMMON-STOCK-DIVIDENDS> 107,000
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 342,302
<EPS-BASIC> 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-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 17,636
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 1,995
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 19,591
<COMMON> 25
<CAPITAL-SURPLUS-PAID-IN> 8,200
<RETAINED-EARNINGS> 6,699
<TOTAL-COMMON-STOCKHOLDERS-EQ> 14,924
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 4,225
<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> 442
<TOT-CAPITALIZATION-AND-LIAB> 19,591
<GROSS-OPERATING-REVENUE> 3,686
<INCOME-TAX-EXPENSE> 455
<OTHER-OPERATING-EXPENSES> 1,997
<TOTAL-OPERATING-EXPENSES> 1,997
<OPERATING-INCOME-LOSS> 1,689
<OTHER-INCOME-NET> (66)
<INCOME-BEFORE-INTEREST-EXPEN> 1,623
<TOTAL-INTEREST-EXPENSE> 453
<NET-INCOME> 715
0
<EARNINGS-AVAILABLE-FOR-COMM> 715
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (21)
<EPS-BASIC> 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-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 8,974
<TOTAL-CURRENT-ASSETS> (1,395)
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 7,579
<COMMON> 1
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> (55)
<TOTAL-COMMON-STOCKHOLDERS-EQ> (54)
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> 7,633
<TOT-CAPITALIZATION-AND-LIAB> 7,579
<GROSS-OPERATING-REVENUE> 3,724
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 3,361
<TOTAL-OPERATING-EXPENSES> 3,361
<OPERATING-INCOME-LOSS> 363
<OTHER-INCOME-NET> (101)
<INCOME-BEFORE-INTEREST-EXPEN> 262
<TOTAL-INTEREST-EXPENSE> 262
<NET-INCOME> 0
0
<EARNINGS-AVAILABLE-FOR-COMM> (114)
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 23
<EPS-BASIC> 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-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 865
<TOTAL-CURRENT-ASSETS> 20,826
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 21,691
<COMMON> 100
<CAPITAL-SURPLUS-PAID-IN> 40,466
<RETAINED-EARNINGS> (15,424)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 40,566
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> (3,451)
<TOT-CAPITALIZATION-AND-LIAB> 21,691
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 918
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 2,708
<INCOME-BEFORE-INTEREST-EXPEN> 2,708
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 2,708
0
<EARNINGS-AVAILABLE-FOR-COMM> 1,790
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 2,670
<EPS-BASIC> 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-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 4,141
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 4,141
<COMMON> 12
<CAPITAL-SURPLUS-PAID-IN> 46,030
<RETAINED-EARNINGS> (41,137)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 4,905
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> 4,141
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 59
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 175
<INCOME-BEFORE-INTEREST-EXPEN> 175
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 175
0
<EARNINGS-AVAILABLE-FOR-COMM> 116
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 177
<EPS-BASIC> 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-31-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 313
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 126
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 439
<COMMON> 50
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 313
<TOTAL-COMMON-STOCKHOLDERS-EQ> 363
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> 76
<TOT-CAPITALIZATION-AND-LIAB> 439
<GROSS-OPERATING-REVENUE> 10
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 8
<TOTAL-OPERATING-EXPENSES> 8
<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> 4
<EPS-BASIC> 0
<EPS-DILUTED> 0

</TABLE>