ENTERGY ENTERPRISES INC
35-CERT, 1994-08-15
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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 June 30, 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 June 30,

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 $725,335 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 $233,383 for preliminary development activities

associated with potential investments that would qualify as

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

Enterprises also expended $33,079 for preliminary development

activities associated with potential investments that would

qualify as "nonutility business."  Finally, Enterprises expended

$272,205 and $130,201 for preliminary development activities

associated with demand side management activities and non-exempt

domestic wholesale generating and transmission facilities,

respectively.

II.  Management Services Provided to Associate Companies

     Enterprises provided certain management and support services

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

S.A. and Entergy Systems and Service, Inc. (Entergy SASI).  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., Entergy

Argentina S.A. and Entergy SASI, 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 second 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 continued successful

operation of the 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,

software changes were being installed and tested in the host

simulator that is remotely located at the utility headquarters.

This temporarily suspended the ability to perform other tests

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

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

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

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

(e) 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 and tested.  These software

changes were completed in July 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 June 30, 1994 were $396,532.

     Total costs incurred by FPN and billed for 1993 in

connection with the development, field testing and marketing of

CCLM/AFS were $966,296.  No billings have been received from FPN

for product development since April 1993 and for field testing

since December 1993.

     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 June 30, 1994:

     A.  Enterprises incurred amortization expenses relating to

the FPN license in the amount of $238,360 and to the organization

of Entergy SASI in the amount of $6,307.

     B.  Enterprises' unaudited unconsolidated Balance Sheet and

unconsolidated Income Statement for the six month period ended

June 30, 1994 are included as Exhibit 1.



<PAGE>

     IN WITNESS WHEREOF, the undersigned companies have caused

this certificate to be executed on this 15th day of August, 1994.



ENTERGY CORPORATION


By: /s/ Lee W. Randall
     Lee W. Randall
     Vice President and
     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 JUNE 30, 1994
                                (UNAUDITED)


                        ASSETS

   PROPERTY
   Furniture and Equipment                             $    744,919.53
   Intangible Assets                                         88,298.50
                                                       ---------------
        Total Property                                      833,218.03
                                                       ---------------

   INVESTMENTS
   Investment in FPN                                      9,531,240.00
   Investment in Entergy SASI, Inc.                      13,500,000.00
   Earnings from Entergy SASI, Inc.                      (9,386,458.46)
                                                        --------------
                                                         13,644,781.54
                                                        --------------

   CURRENT & ACCRUED ASSETS
   Cash                                                     301,199.67
   Working Funds/Travel Advances                             29,898.59
   Temporary Cash Investments                             2,335,080.08
   Accounts Receivable                                       23,000.28
   Accounts Receivable - Associated Companies               655,064.92
   Accrued Interest                                          10,025.27
   Prepaid Expenses                                               0.00
                                                        --------------
        Total Current and Accrued Assets                  3,354,268.81
                                                        --------------
   DEFERRED DEBITS
   Investments in Active Development                        303,592.09
   Reserve for Investments in Active Development           (303,592.09)
   FPN License (Net of Amortization)                      2,554,601.46
   Accumulated Deferred Income Tax-Fed & State            2,726,416.80
   Miscellaneous Deferred Debits                            819,470.13
                                                        --------------
        Total Deferred Debits                             6,100,488.39
                                                        --------------
             Total Assets                               $23,932,756.77
                                                        ==============

<PAGE>

                                                                    Exhibit 1
                                                                  Page 2 of 3

                         ENTERGY ENTERPRISES, INC.
                       UNCONSOLIDATED BALANCE SHEET
                            AS OF JUNE 30, 1994
                                (UNAUDITED)


                        CAPITAL

   Common Stock                                        $ 47,550,000.00
   Retained Earnings                                    (21,849,920.52)
                                                       ---------------
        Total Capital                                    25,700,079.48
                                                       ---------------

                      LIABILITIES

   CURRENT & ACCRUED LIABILITIES
   Accounts Payable                                         529,671.14
   Accounts Payable to Associated Companies                   9,020.51
   Taxes Accrued                                         (4,107,469.19)
   Tax Collections Payable                                    9,127.74
   Miscellaneous Current & Accrued Liabilities              525,407.52
                                                       ---------------
        Total Current & Accrued Liabilities              (3,034,242.28)
                                                       ---------------

                   DEFERRED CREDITS

   Long-Term Incentive Compensation                       1,266,919.57
   Other Deferred Credits                              ---------------
        Total Deferred Credits                            1,266,919.57
                                                       ---------------
        Total Liabilities                                (1,767,322.71)
                                                       ---------------
             Total Capital & Liabilities               $ 23,932,756.77
                                                       ===============

<PAGE>

                                                                    Exhibit 1
                                                                  Page 3 of 3

                         ENTERGY ENTERPRISES, INC.
                      UNCONSOLIDATED INCOME STATEMENT
                      SIX MONTHS ENDED JUNE 30, 1994
                                (UNAUDITED)


                        REVENUE

   Services Rendered Non-Associates                     $   100,287.16
   Services Rendered Associates                             687,437.57
   Equity in Earnings of Subsidiaries                    (4,026,756.61)
   Interest Income                                           41,713.64
   Miscellaneous Income                                     548,169.12
                                                        --------------
        Total Revenue                                    (2,649,149.12)
                                                        --------------

                       EXPENSES

   Salaries, Wages and Benefits                           3,124,080.23
   Outside Services                                       1,855,539.39
   Rent                                                     147,517.55
   Administrative and General                               672,592.96
   Active Development Reserve                               303,592.09
   Insurance                                                 32,325.20
   Directors' Fees and Expenses                              21,375.00
                                                        --------------
        Total Administrative and General Expense          6,157,022.42

   Taxes Other Than Income                                   (9,886.24)
   Depreciation and Amortization                            146,579.28
   Amortization of SASI Organization Costs                   12,613.61
   Amortization of FPN Organization Costs                   514,877.49
   Miscellaneous Expenses                                    31,607.40
                                                        --------------
        Total Expenses                                    6,852,813.96
                                                        --------------

   Interest Expense                                               0.00
                                                        --------------

   Income (Loss) Before Income Taxes                     (9,501,963.08)
   Income Taxes - Federal (Benefit)                      (1,952,871.68)
   Income Taxes - State (Benefit)                          (485,185.51)
   Provision for Deferred Income Taxes - Federal            (98,525.90)
   Provision for Deferred Income Taxes - State                    0.00
                                                        --------------
   Net Income (Loss)                                    $(6,965,379.99)
                                                        ==============



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