ENTERGY ENTERPRISES INC
35-CERT, 1994-05-16
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                    UNITED STATES OF AMERICA
                                
          BEFORE THE SECURITIES AND EXCHANGE COMMISSION
                                
                        WASHINGTON, D.C.
                                


* * * * * * * * * * * * * * * * *
In the Matter of                *
                                *
ENTERGY CORPORATION             *            CERTIFICATE
ENTERGY ENTERPRISES, INC.       *        PURSUANT TO RULE 24
                                *
File No. 70-7851                *
File No. 70-7947                *
File No. 70-8002                *
File No. 70-8010                *
File No. 70-8105                *
                                *
(Public Utility Holding Company *
Act of 1935)                    *
* * * * * * * * * * * * * * * * *


     Pursuant to Rule 24 promulgated by the Securities and

Exchange Commission (SEC) under the Public Utility Holding

Company Act of 1935, as amended (Act), modified by the

application(s) - declaration(s), as amended, in the above

referenced files and the related orders dated July 25, 1991,

December 14, 1992(2), December 28, 1992 and July 8, 1993,

respectively, this is to certify that the following transactions

were carried out during the three (3) months ended March 31, 1994

by Entergy Enterprises, Inc. (formerly Electec, Inc.) pursuant to

the authorization of the SEC.

Programs Authorized

     Pursuant to the Orders, Entergy Enterprises, Inc.

(Enterprises) was authorized during the quarter ended March 31,

1994 to (a) conduct preliminary development activities with

respect to various investment opportunities for the Entergy

System,  (b) market management, operating, technical, training

and other expertise and intellectual properties developed by

System companies to non-affiliates, (c) render various consulting

services to certain affiliated companies in connection with

investments in Argentina, (d) be responsible for marketing the

expertise of Entergy Power, Inc. (EPI) gained through its bulk

power business, (e) provide certain management and support

services to associate companies excluding those which are

affiliated retail electric companies, exempt wholesale

generators, or foreign utility companies, and (f) develop and

field test a proposed telecommunications system for advanced

energy management and other utility applications.

     During the quarter, Enterprises participated in the

following:

I.  Preliminary Development Activities

     Enterprises has been engaged in preliminary development

activities relating to investigating sites, research, contract

drafting and negotiations, acquiring options or rights,

partnership selection and other activities necessary to identify

and analyze investment opportunities for Entergy Corporation

(Entergy).  These development activities include domestic and

international opportunities.

     During the quarter, Enterprises expended $526,978 for

preliminary development activities associated with potential

investments that would qualify as "exempt wholesale generators"

under Section 32(a) of the Act.  In addition, Enterprises

expended $276,923 for preliminary development activities

associated with potential investments that would qualify as

"foreign utility companies" under Section 33 of the Act.

Enterprises also expended $4,869 for preliminary development

activities associated with potential investments that would

qualify as "nonutility business."  Finally, Enterprises expended

$127,681 for demand side management activities and $90,258 for

non-exempt domestic wholesale generating and transmission

facilities.

II.  Management Services Provided to Associate Companies

     Enterprises provided certain management and support services

to its associate companies, EPI, Entergy S.A. and Entergy

Argentina S.A.  In regard to EPI, these services included

marketing of EPI capacity and energy to other utilities at

wholesale, preparation of contracts and regulatory filings,

oversight of plant operations and maintenance by plant operators,

and procurement of transmission services.  In regard to Entergy

S.A. and Entergy Argentina S.A., these services were related to

management oversight.

III.  Consulting Activities with Non-Associate Companies

     Enterprises, under contract with Louisiana Hydroelectric

Ltd. Partnership, continues to provide an array of technical

services/support for a hydro electric transmission line project.

Certain Entergy Services, Inc. personnel are providing the

services.

IV.  First Pacific Networks, Inc. Transactions

     A.  Description of Progress in Development and Testing of

CCLM/AFS

     During the first quarter of 1994, Enterprises and First

Pacific Networks, Inc. (FPN) continued the development and

modification of FPN's PX System in order to create a Customer

Controlled Load Management/Automated Feedback System (CCLM/AFS)

for advanced energy management and other utility applications.

During this period, the Intelligent Utility Units and the in-

house networks that had been installed began successful operation

of (a) program, shutdown and cycle of specific customer

appliances to operate during specific times of day as determined

by the customer and the utility.  Also during this period, it was

determined that software changes were needed in the host

simulator that is remotely located at the utility headquarters.

This temporarily suspended the ability to perform other tests

such as (b) providing the customer with time-of-use billing and

itemized appliance usage data, (c) turning power on or off to the

residence remotely, (d) report power outages automatically to the

utility, (e) remotely reading the customer's electric meter and

(f) estimate and validate kw load reduction potential for various

control options initiated by the utility.  The Intelligent

Utility Unit presently installed is performing the Non-Intrusive

Appliance Load Monitoring operation that is the core technology

needed to perform itemized appliance usage data;  however, the

accuracy of such data cannot be determined until the new host

simulator software is installed.  These software changes should

be completed by June 1994.  The other tests are scheduled to be

completed by the end of the year.  Test results will be used to

evaluate third party supplied hardware and to generate customer

feedback as to the desired features of CCLM/AFS.

     B.  Costs and Revenues Re:  CCLM/AFS

     Total costs incurred by Enterprises in connection with the

development, field testing and marketing of CCLM/AFS during the

three month period ending March 31, 1994 were $123,384.

     Total costs incurred by FPN and billed during the four month

period ending April 30, 1993 in connection with the development,

field testing and marketing of CCLM/AFS were $620,578.  No

billings have been received from FPN since the April 1993

billing.

     No revenues have been received by Enterprises in connection

with the CCLM/AFS product.

V.  Financing, Amortization and Financial Statements

     During the three months ended March 31, 1994:

     A.  Enterprises incurred amortization expenses relating to

the FPN license in the amount of $276,517 and to the organization

of Entergy Systems and Service, Inc. in the amount of $6,307.

B.  Enterprises' unaudited unconsolidated Balance Sheet and

unconsolidated Income Statement for the three month period ended

March 31, 1994 are included as Exhibit 1.



<PAGE>

     IN WITNESS WHEREOF, the undersigned companies have caused

this certificate to be executed on this 16th day of May, 1994.



ENTERGY CORPORATION





By:  /s/Lee W. Randall
     Lee W. Randall
     Vice President &
     Chief Accounting Officer


ENTERGY ENTERPRISES, INC.




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




                                                          Exhibit 1 
                                                          Page 1 of 3


                            ENTERGY ENTERPRISES, INC.
                           UNCONSOLIDATED BALANCE SHEET
                               AS OF MARCH 31, 1994
                                   (UNAUDITED)                       
                                                                     

                          ASSETS

   PROPERTY
   Furniture and Equipment                              $   682,988.66
   Intangible Assets                                         94,605.30
        Total Property                                      777,593.96

   INVESTMENTS
   Investment in FPN                                      9,744,146.88
   Investment in SASI, Inc.                               6,383,062.50
                                                         16,127,209.38

   CURRENT & ACCRUED ASSETS
   Cash                                                   1,264,215.47
   Working Funds/Travel Advances                             26,448.59
   Temporary Cash Investments                             4,020,550.27
   Accounts Receivable                                       (7,666.40)
   Accounts Receivable - Associated Companies               330,564.29
   Accrued Interest                                           3,029.08
   Prepaid Expenses                                               0.00
        Total Current and Accrued Assets                  5,637,141.30

   DEFERRED DEBITS
   FPN License (Net of Amortization)                      4,792,961.93
   Accumulated Deferred Income Tax-Fed & State            2,679,828.88
   Miscellaneous Deferred Debits                            861,459.25
        Total Deferred Debits                             8,334,250.06

             Total Assets                               $30,876,194.70
                           

<PAGE>

                                                          Exhibit 1 
                                                          Page 2 of 3


                             ENTERGY ENTERPRISES, INC.
                           UNCONSOLIDATED BALANCE SHEET
                               AS OF MARCH 31, 1994
                                   (UNAUDITED) 
                                                                      

                          CAPITAL

   Common Stock                                              $  47,550,000.00
   Retained Earnings                                           (18,417,751.21)
        Total Capital                                           29,132,248.79

                        LIABILITIES

   CURRENT & ACCRUED LIABILITIES
   Accounts Payable                                                589,700.00
   Accounts Payable to Associated Companies                        405,204.52
   Taxes Accrued                                                (2,782,861.86)
   Tax Collections Payable                                         112,765.55
   Miscellaneous Current & Accrued Liabilities                     535,678.67
        Total Current & Accrued Liabilities                     (1,139,513.12)

                     DEFERRED CREDITS

   Deferred Revenue                                              2,000,000.00
   Other Deferred Credits                                          883,459.03
        Total Deferred Credits                                   2,883,459.03

        Total Liabilities                                        1,743,945.91

             Total Capital & Liabilities                       $30,876,194.70
                            

<PAGE>
                                                          Exhibit 1 
                                                          Page 3 of 3

                            ENTERGY ENTERPRISES, INC.
                         UNCONSOLIDATED INCOME STATEMENT              
                        THREE MONTHS ENDED MARCH 31, 1994
                                   (UNAUDITED)                       
                                                                     

                          REVENUE

   Services Rendered Non-Associates                            $    76,483.19
   Services Rendered Associates                                    200,333.96
   Equity in Earnings of Subsidiaries                           (1,757,235.65)
   Interest Income                                                   5,170.42
   Miscellaneous Income                                                 76.00
        Total Revenue                                           (1,475,172.08)

                         EXPENSES

   Salaries, Wages and Benefits                                  1,518,781.02
   Outside Services                                                814,986.07
   Rent                                                             53,208.78
   Administrative and General                                      433,272.57
   Insurance                                                        27,547.00
   Directors' Fees and Expenses                                     10,650.00
        Total Administrative and General Expense                 2,858,445.44

   Taxes Other Than Income                                         (12,846.24)
   Depreciation and Amortization                                    65,877.80
   Amortization of SASI Organization Costs                           6,305.81
   Amortization of FPN Organization Costs                          276,517.02
   Miscellaneous Expenses                                           31,126.61
        Total Expenses                                           3,225,426.44

   Interest Expense                                                      0.00

   Income (Loss) Before Income Taxes                            (4,700,598.52)
   Income Taxes - Federal (Benefit)                               (893,469.79)
   Income Taxes - State (Benefit)                                 (221,980.07)
   Provision for Deferred Income Taxes - Federal                   (51,937.98)
   Provision for Deferred Income Taxes - State                           0.00

   Net Income (Loss)                                           $(3,533,210.68)



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