<SEC-DOCUMENT>0000065984-01-500071.txt : 20011119
<SEC-HEADER>0000065984-01-500071.hdr.sgml : 20011119
ACCESSION NUMBER:		0000065984-01-500071
CONFORMED SUBMISSION TYPE:	35-CERT
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20011106

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ENTERGY CORP /DE/
		CENTRAL INDEX KEY:			0000065984
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				135550175
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		35-CERT
		SEC ACT:		1935 Act
		SEC FILE NUMBER:	070-09749
		FILM NUMBER:		1775918

	BUSINESS ADDRESS:	
		STREET 1:		639 LOYOLA AVE
		CITY:			NEW ORLEANS
		STATE:			LA
		ZIP:			70113
		BUSINESS PHONE:		5045764000

	MAIL ADDRESS:	
		STREET 1:		PO BOX 61000
		CITY:			NEW ORLEANS
		STATE:			LA
		ZIP:			70161

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ENTERGY CORP /FL/
		DATE OF NAME CHANGE:	19940329

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ENTERGY GSU HOLDINGS INC /DE/
		DATE OF NAME CHANGE:	19940329

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MIDDLE SOUTH UTILITIES INC
		DATE OF NAME CHANGE:	19890521
</SEC-HEADER>
<DOCUMENT>
<TYPE>35-CERT
<SEQUENCE>1
<FILENAME>a13201.txt
<TEXT>
                  UNITED STATES OF AMERICA

        BEFORE THE SECURITIES AND EXCHANGE COMMISSION

                      WASHINGTON, D.C.


       In the Matter of

      ENTERGY CORPORATION                 CERTIFICATE
                                          PURSUANT TO
       File No. 70-9749                     RULE 24

(Public Utility Holding Company
         Act of 1935)



           This is to certify, pursuant to Rule 24 under the
Public Utility Holding Company Act of 1935, as amended, that
for  the  period  ended  June  30,  2001,  the  transactions
described  below, which were proposed by Entergy Corporation
("Company") in the Application-Declaration on Form  U-1,  as
amended,   in   the  above  referenced  File  ("Application-
Declaration"), have been carried out in accordance with  the
terms and conditions of and for the purposes represented  by
the Application-Declaration and pursuant to the Order of the
Securities and Exchange Commission dated April 3, 2001.



(1) The per share purchase    None.
and market prices for each
sale of common stock,
preferred stock or other
forms of preferred or equity
linked securities on the date
of each sale.

(2) The total number of       34,600 shares of common stock
shares of common stock issued are available for issuance
or available for issuance     pursuant to the terms of
under options granted during  options granted during this
the reporting period.         period.

(3) The number and price of,  None.
and restrictions on, common
shares issued in connection
with the acquisition of
another business.

(4) The principal amount of,  None.
and the terms and conditions
associated with the issuance
of Long-Term Debt.

(5) The principal amount of,  Third Amended and Restated
and the terms and conditions  Credit Agreement, dated as of
associated with, the issuance May 17, 2001, among Entergy,
of Short-Term Debt.           the Banks named therein and
                              Citibank, N.A. as Agent,
                              incorporated by reference as
                              Exhibit 4(a) to Entergy's
                              Quarterly Report on Form 10-Q
                              for the quarterly period
                              ended June 30, 2001.

                              Assumption Agreement dated
                              July 12, 2001, among First
                              Union National Bank, as
                              Additional Lender, Entergy
                              and Citibank N.A., as Agent,
                              filed herein as Exhibit 5(a).

(6) The notional amount and   None.
principal terms of, and the
counter parties to, any
Interest Rate Hedge or
Anticipatory Hedge entered
into during the reporting
period.

(7) The name of, and amount   None.
invested in, any new
Financing Subsidiary.

(8) A list of all Form U-6B-2 None.
filings made during the
reporting period, including
the date of the filing.

(9) Entergy's consolidated    Entergy's consolidated
balance sheet and the balance Balance Sheet is incorporated
sheet for any company that    by reference on Form 10-Q for
engaged in a financing        the quarterly period ended
transaction during the        June 30, 2001.
reporting period, each
showing the type and
outstanding amount of debt or
equity, as the case may be.

(10) A calculation of         Filed herein as Exhibit
Entergy's debt to equity      10(a).
ratio for the quarter ending
June 30, 2001.



IN WITNESS WHEREOF, the Company has caused this certificate
to be executed this 6th day of November 2001.

                                       ENTERGY CORPORATION


                                 By:   /s/ Steven C. McNeal
                                         Steven C. McNeal
                                      Vice President and Treasurer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>a13201ex5.txt
<TEXT>

                                                     Exhibit 5(a)

                      ASSUMPTION AGREEMENT

                          July 12, 2001


     Reference  is made to the Third Amended and Restated  Credit
Agreement,  dated  as  of May 17, 2001 (as amended,  modified  or
supplemented  from  time to time, the "Credit Agreement"),  among
Entergy Corporation, a Delaware corporation (the "Borrower"), the
lenders named therein and Citibank, N.A., as administrative agent
for  such lenders (the "Administrative Agent").  Unless otherwise
defined  herein, terms defined in the Credit Agreement  are  used
herein with the same meanings.

     FIRST UNION NATIONAL BANK (the "Additional Lender") and  the
Borrower hereby agree as follows:

     (a)  The Additional Lender hereby agrees, that effective as of
July  12,  2001  (the  "Effective  Date"),  and  subject  to  the
satisfaction, on or prior to the Effective Date of the conditions
set forth in clauses (A)(2) and (C) of Section 2.04(c)(ii) of the
Credit  Agreement, (i) the Additional Lender will become a Lender
under the Credit Agreement, (ii) the Commitment of the Additional
Lender will be $50,000,000, and (iii) the Additional Lender  will
be  bound by all the terms and provisions of the Credit Agreement
binding  upon each Lender, including, without limitation, Section
2.04(c)(iii).

     (b)  The Borrower consents to the foregoing and agrees to deliver
to  the Administrative Agent, on or prior to the Effective  Date,
the   evidence   of   corporate   authorization,   opinions   and
certificates  described  in clauses (A)(2)  and  (C)  of  Section
2.04(c)(ii) of the Credit Agreement.

     (c)   THIS  ASSUMPTION AGREEMENT SHALL BE GOVERNED  BY,  AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     (d)  This Assumption Agreement may be signed in any number of
counterparts, each of which shall be deemed an original, with the
same  effect as if the signatures thereto and hereto were  up  on
the same instrument.

      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Assumption Agreement to be executed by their respective  officers
thereunto duly authorized, as of the date first above written.


                          FIRST UNION NATIONAL BANK



                          By
                            Name:
                            Title:

                          Domestic Lending Office (and
                            address for notices):
                             201 S. College Street, NC1183
                             Charlotte, NC  28288
                             Attn.:  Chanue Michael
                             (704)715-1195


                          Eurodollar Lending Office:
                             201 S. College Street, NC1183
                             Charlotte, NC  28288
                             Attn.:  Chanue Michael
                             (704)715-1195




                          ENTERGY CORPORATION



                          By
                           Name:
                           Title:




Accepted this      day of July, 2001


CITIBANK, N.A., as Administrative Agent



By
  Name:
  Title:


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>a13201e10.txt
<TEXT>
                                              Exhibit 10

              Entergy Corporation Consolidated

                                                   6/30/01

Common Stock                                         2,482
Paid In Capital                                  4,661,334
Retained Earnings                                3,445,141
Cum For Currcy Trans                              (100,433)
Less Treasury Stk                                 (724,155)
                                                ----------
Common Equity                                    7,284,369

Preferred-w sink                                    61,185
Preferred-w/o sink                                 334,687
Preference Stock                                         -
QUIPS                                              215,000
                                                ----------
Total Prefered                                     610,872

Long-Term Debt                                   7,305,513
L-T Cap Leases                                     177,737
Current Cap Leases                                 155,803
Current L-T debt                                   828,322
Notes Payable                                      485,519
                                                ----------
Total Debt                                       8,952,894

Total Cap                                       16,848,135

Equity                                               43.2%
Preferred                                             3.6%
Debt                                                 53.1%
                                                    ------
                                                    100.0%





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
