ENTERGY ENTERPRISES INC
35-CERT, 1994-02-14
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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 December 31,

1993 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 December

31, 1993 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, 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 $398,815 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 $633,039 for preliminary development activities

associated with potential investments that would qualify as

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

          A.  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.

          B.  On July 14, 1993, Enterprises, in conjunction with

     N.G. Gilbert, completed work under a professional services

     contract with the Indonesian Public Utility to analyze and

     develop a master plan to improve the management of the

     distribution system on Java.  A contract extension was

     granted by the Indonesian Public Utility for continuance of

     these services through September 14, 1993.  A second

     contract extension was granted through October 11, 1993.  A

     project completion report was submitted to the utility on

     October 20.  A Certificate of Completion from the utility

     was issued on November 30, 1993.  Enterprises utilized

     contract personnel to complete the project.

          C.  In conjunction with its efforts to market specific

     software products, Enterprises and Coopers & Lybrand (C&L)

     jointly marketed a software license for Entergy's Customer

     Information System (CIS) to Sacramento Municipal Utility

     District (SMUD), in Sacramento, California.  C&L is the

     general contractor and Enterprises is the subcontractor to

     provide certain specified technical services to customize

     and install the software.  Installation of CIS at SMUD was

     completed on September 12, 1993.  Consulting activity

     continued until October 15, 1993.  All billings related to

     this project were completed by year end.



IV.  First Pacific Networks, Inc. Transactions



     A.  Description of Progress in Development and Testing of

CCLM/AFS

     During the fourth quarter of 1993, 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 CCLM/AFS system continued successful real-

time communication of meter readings with a computer host

simulator remotely located at the utility headquarters.  Also

during this period installations of FPN's microprocessor-based

Intelligent Utility Units and the in-home network control devices

began in the test homes.  FPN and Enterprises are continuing to

test the features of CCLM/AFS which will enable the utility to

perform such functions as: (a)program, shutdown and cycle

specific customer appliances to operate during specific times of

day as determined by the customer and utility, (b)provide time-of-

use billing and itemized appliance billing to the customer,

(c)turn power on or off to residences remotely, (d)report power

outages automatically to the utility, (e)remotely read the

customer's electric meter, (f)estimate and validate kW load

reduction potential for various control options initiated by the

utility, and (g)provide customers with a month-to-date bill

estimation.  These specific tests are now completed with the

exceptions of itemized billing which is scheduled for completion

in April, 1994.  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

twelve month period ending December 31, 1993 were $495,134.

     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 December 31, 1993:

     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 $6,306.

Year to date these amounts were $1,106,068 and $25,224,

respectively.

     B.  Enterprises' unaudited unconsolidated Balance Sheet and

unconsolidated Income Statement are included as Exhibit 1.



<PAGE>

     IN WITNESS WHEREOF, the undersigned companies have caused

this certificate to be executed on this 14th day of February,

1994.



ENTERGY CORPORATION





By:  /s/Jack L. King
     Jack L. King
     Senior Vice President


ENTERGY ENTERPRISES, INC.




By:  /s/Jack L. King
     Jack L. King
     President and
     Chief Operating Officer



                                                   Exhibit 1    
                                                   Page 1 of 2
                    ENTERGY ENTERPRISES, INC.
                  UNCONSOLIDATED BALANCE SHEET
                     AS OF DECEMBER 31, 1993
                           (UNAUDITED)               
                                                               
                                                            
                                                            
                  ASSETS                                    
                                                            
PROPERTY                                                    
Furniture & Equipment                        $    713,876.90  
                                             ---------------
     Total Property                               713,876.90  
                                             ---------------               
INVESTMENTS                                                 
Investment in FPN                               9,744,146.88
Investment in SASI, Inc.                        8,140,298.15
                                             ---------------
     Total Investments                         17,884,445.03
                                             ---------------               
                                             
      CURRENT & ACCRUED ASSETS                            
Cash                                               62,260.12  
Working Funds/Travel Advances                      25,448.59  
Temporary Cash Investments                        344,401.52  
Accounts Receivable                               100,191.71  
Accounts Receivable to Associated Companies     2,401,169.68
Accrued Interest                                    2,007.41  
Prepaid Expenses                                        0.00  
                                             ---------------   
     Total Current & Accrued Assets             2,935,479.03
                                             ---------------               
DEFERRED DEBITS                                             
FPN License (Net of Amortization)               5,069,478.95
Accum Def Inc Tax-Fed & State                   2,627,890.90
Miscellaneous Deferred Debits                      52,380.75  
                                             ---------------
     Total Deferred Debits                      7,749,750.60
                                             ---------------               
          Total Assets                       $ 29,283,551.56
                                             ===============               
                 CAPITAL                                    
                                                            
Common Stock                                 $ 43,550,000.00
Retained Earnings                             (14,884,540.53)
                                             ---------------
     Total Capital                             28,665,459.47
                                             ---------------               
               LIABILITIES                                  
                                                            
 CURRENT & ACCRUED LIABILITIES                            
Accounts Payable                                1,319,973.49  
Accounts Payable to                                         
   Associated Companies                           167,086.04  
Taxes Accrued                                  (1,667,412.00)
Tax Collections Payable                            11,061.07  
Miscellaneous Current                                       
   & Accrued Liability                            287,385.00  
                                             ---------------
  Total Current & Accrued Liabilities             118,093.60
                                             ---------------               
DEFERRED CREDITS                                            
Other Deferred Credits                            499,998.49  
                                             ---------------
     Total Deferred Credits                       499,998.49  
                                             ---------------
                                                            
     Total Liabilities                            618,092.09  
                                             ---------------               
     Total Capital & Liabilities             $ 29,283,551.56
                                             ===============               



                                                         Exhibit 1
                                                         Page 2 of 2
                      ENTERGY ENTERPRISES, INC.
                   UNCONSOLIDATED INCOME STATEMENT
                  TWELVE MONTHS ENDED DECEMBER 1993
                             (UNAUDITED)
                                                              
                                                                    
                    REVENUE                                       
                                                                  
Services Rendered Non-Associates                  $   1,248,551.48
Services Rendered Associates                          2,305,838.64
Equity in Earnings of Subsidiaries                   (4,111,666.77)
Interest Income                                          55,612.84
Miscellaneous Income                                        165.39
                                                  ----------------
     Total Revenue                                     (501,498.42)
                                                  ----------------  
                    EXPENSES                                      
                                                                  
Taxes Other Than Income                                  48,752.69
Depreciation and Amortization                           164,254.46
Amortization of SASI Organ Costs                         25,224.30
Amortization of FPN License Costs                     1,106,068.08
Salaries and Wages and Benefits                       3,164,445.61
Outside Services                                      4,115,396.65
Rent                                                     97,483.58
Administrative & General                              1,195,923.76
Insurance                                                28,551.48
Directors' Fees and Expenses                             59,221.28
Miscellaneous Expense                                    37,820.10
                                                  ---------------- 
   Total Expenses                                    10,043,141.99
                                                  ---------------- 
                                                  
Interest Expense                                         10,558.33
                                                  ----------------   
                                                  
Income (Loss) Before Income Taxes                   (10,555,198.74)
Income Taxes - Federal (Benefit)                     (1,667,412.00)
Income Taxes - State (Benefit)                                0.00
Provision for Def. Inc. Taxes-Federal (Benefit)      (2,131,166.96)
Provision for Def. Inc. Taxes-State (Benefit)            (3,459.00)
                                                  ----------------   
Net Income (Loss)                                 $  (6,753,160.78)
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