-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 Q000lnX+5EwAA52W9aFn90pAHroejGQsVMYWKXdnH0zwA4HH9EN3bEMiYzjjN6M0
 NR/l/r2Tv60t2hMVOme50Q==

<SEC-DOCUMENT>0000065984-01-500047.txt : 20010813
<SEC-HEADER>0000065984-01-500047.hdr.sgml : 20010813
ACCESSION NUMBER:		0000065984-01-500047
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20010630
FILED AS OF DATE:		20010810

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SYSTEM ENERGY RESOURCES INC
		CENTRAL INDEX KEY:			0000202584
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				720752777
		STATE OF INCORPORATION:			AR
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09067
		FILM NUMBER:		1704071

	BUSINESS ADDRESS:	
		STREET 1:		ECHELON ONE
		STREET 2:		1340 ECHELON PKWY
		CITY:			JACKSON
		STATE:			MS
		ZIP:			39213
		BUSINESS PHONE:		601-368-5000

	MAIL ADDRESS:	
		STREET 1:		ECHELON ONE
		STREET 2:		1340 ECHELON PKWY
		CITY:			JACKSON
		STATE:			MS
		ZIP:			39213

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MIDDLE SOUTH ENERGY INC
		DATE OF NAME CHANGE:	19860803

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:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11299
		FILM NUMBER:		1704070

	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

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ENTERGY NEW ORLEANS INC
		CENTRAL INDEX KEY:			0000071508
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC & OTHER SERVICES COMBINED [4931]
		IRS NUMBER:				720273040
		STATE OF INCORPORATION:			LA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-05807
		FILM NUMBER:		1704072

	BUSINESS ADDRESS:	
		STREET 1:		1600 PERDIDO ST
		STREET 2:		BLDG 505
		CITY:			NEW ORLEANS
		STATE:			LA
		ZIP:			70112
		BUSINESS PHONE:		504-670-3674

	MAIL ADDRESS:	
		STREET 1:		1600 PERDIDO ST
		STREET 2:		BLDG 505
		CITY:			NEW ORLEANS
		STATE:			LA
		ZIP:			70112

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NEW ORLEANS PUBLIC SERVICE INC
		DATE OF NAME CHANGE:	19920703

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ENTERGY MISSISSIPPI INC
		CENTRAL INDEX KEY:			0000066901
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				640205830
		STATE OF INCORPORATION:			MS
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-00320
		FILM NUMBER:		1704073

	BUSINESS ADDRESS:	
		STREET 1:		308 EAST PEARL STREET
		CITY:			JACKSON
		STATE:			MS
		ZIP:			39201
		BUSINESS PHONE:		601-368-5000

	MAIL ADDRESS:	
		STREET 1:		308 EAST PEARL STREET
		CITY:			JACKSON
		STATE:			MS
		ZIP:			39201

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MISSISSIPPI POWER & LIGHT CO
		DATE OF NAME CHANGE:	19920703

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ENTERGY LOUISIANA INC
		CENTRAL INDEX KEY:			0000060527
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				720245590
		STATE OF INCORPORATION:			LA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-08474
		FILM NUMBER:		1704074

	BUSINESS ADDRESS:	
		STREET 1:		4809 JEFFERSON HGWY
		CITY:			JEFFERSON
		STATE:			LA
		ZIP:			70121
		BUSINESS PHONE:		504-840-2734

	MAIL ADDRESS:	
		STREET 1:		4809 JEFFERSON HIGHWAY
		CITY:			JEFFERSON
		STATE:			LA
		ZIP:			70121

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LOUISIANA POWER & LIGHT CO /LA/
		DATE OF NAME CHANGE:	19960610

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ENTERGY GULF STATES INC
		CENTRAL INDEX KEY:			0000044570
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				740662730
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-27031
		FILM NUMBER:		1704075

	BUSINESS ADDRESS:	
		STREET 1:		350 PINE ST
		CITY:			BEAUMONT
		STATE:			TX
		ZIP:			77701
		BUSINESS PHONE:		409-838-6631

	MAIL ADDRESS:	
		STREET 1:		350 PINE ST
		CITY:			BEAUMONT
		STATE:			TX
		ZIP:			77701

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GULF STATES UTILITIES CO
		DATE OF NAME CHANGE:	19920703

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ENTERGY ARKANSAS INC
		CENTRAL INDEX KEY:			0000007323
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				710005900
		STATE OF INCORPORATION:			AR
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-10764
		FILM NUMBER:		1704076

	BUSINESS ADDRESS:	
		STREET 1:		425 WEST CAPITOL AVE
		STREET 2:		40TH FLOOR
		CITY:			LITTLE ROCK
		STATE:			AR
		ZIP:			72201
		BUSINESS PHONE:		501-377-4000

	MAIL ADDRESS:	
		STREET 1:		P O BOX 551
		CITY:			LITTLE ROCK
		STATE:			AR
		ZIP:			72203

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ARKANSAS POWER & LIGHT CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>a11001.txt
<TEXT>
___________________________________________________________________________
                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                              FORM 10-Q


(Mark One)
   X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934

          For the Quarterly Period Ended June 30, 2001

          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from ____________ to ____________

Commission      Registrant, State of Incorporation,    I.R.S. Employer
File Number     Address of Principal Executive         Identification No.
                Offices and Telephone Number
1-11299         ENTERGY CORPORATION                    72-1229752
                (a Delaware corporation)
                639 Loyola Avenue
                New Orleans, Louisiana 70113
                Telephone (504) 576-4000

1-10764         ENTERGY ARKANSAS, INC.                 71-0005900
                (an Arkansas corporation)
                425 West Capitol Avenue, 40th Floor
                Little Rock, Arkansas 72201
                Telephone (501) 377-4000

1-27031         ENTERGY GULF STATES, INC.              74-0662730
                (a Texas corporation)
                350 Pine Street
                Beaumont, Texas 77701
                Telephone (409) 838-6631

1-8474          ENTERGY LOUISIANA, INC.                72-0245590
                (a Louisiana corporation)
                4809 Jefferson Highway
                Jefferson, Louisiana 70121
                Telephone (504) 840-2734

0-320           ENTERGY MISSISSIPPI, INC.              64-0205830
                (a Mississippi corporation)
                308 East Pearl Street
                Jackson, Mississippi 39201
                Telephone (601) 368-5000

0-5807          ENTERGY NEW ORLEANS, INC.              72-0273040
                (a Louisiana corporation)
                1600 Perdido Street, Building 505
                New Orleans, Louisiana 70112
                Telephone (504) 670-3674

1-9067          SYSTEM ENERGY RESOURCES, INC.          72-0752777
                (an Arkansas corporation)
                Echelon One
                1340 Echelon Parkway
                Jackson, Mississippi 39213
                Telephone (601) 368-5000
___________________________________________________________________________


<PAGE>

       Indicate  by check mark whether the registrants (1) have  filed  all
reports  required  to  be filed by Section 13 or 15(d)  of  the  Securities
Exchange  Act  of 1934 during the preceding 12 months (or for such  shorter
period  that the registrants were required to file such reports),  and  (2)
have been subject to such filing requirements for the past 90 days.

Yes     X      No

Common Stock Outstanding                     Outstanding at July 31, 2001
Entergy Corporation           ($0.01 par value)             221,706,367

      Entergy  Corporation, Entergy Arkansas, Inc.,  Entergy  Gulf  States,
Inc.,  Entergy  Louisiana,  Inc., Entergy Mississippi,  Inc.,  Entergy  New
Orleans,  Inc.,  and  System Energy Resources, Inc.  separately  file  this
combined  Quarterly  Report  on  Form 10-Q.  Information  contained  herein
relating  to  any individual company is filed by such company  on  its  own
behalf.   Each company reports herein only as to itself and makes no  other
representations  whatsoever  as  to  any  other  company.   This   combined
Quarterly Report on Form 10-Q supplements and updates the Annual Report  on
Form  10-K for the calendar year ended December 31, 2000, and the Quarterly
Report  on  Form 10-Q for the quarter ended March 31, 2001,  filed  by  the
individual  registrants  with the SEC, and should be  read  in  conjunction
therewith.


                        Forward-Looking Information

      The following constitutes a "Safe Harbor" statement under the Private
Securities  Litigation Reform Act of 1995:  Investors  are  cautioned  that
forward-looking statements contained herein with respect to  the  revenues,
earnings,  performance,  strategies, prospects and  other  aspects  of  the
business  of  Entergy  Corporation, Entergy Arkansas,  Inc.,  Entergy  Gulf
States,  Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc.,  Entergy
New  Orleans, Inc., and System Energy Resources, Inc. and their  affiliated
companies  may involve risks and uncertainties.  A number of factors  could
cause  actual results or outcomes to differ materially from those indicated
by  such  forward-looking statements.  These factors include, but  are  not
limited  to, risks and uncertainties relating to:  the effects of  weather,
the   performance  of  generating  units  and  transmission  systems,   the
possession  of  nuclear  materials, fuel and  purchased  power  prices  and
availability,  the  effects of regulatory decisions  and  changes  in  law,
litigation,  capital  spending  requirements,  the  onset  of  competition,
including  the ability to recover net regulatory assets and other potential
stranded  costs,  the  effects  of recent developments  in  the  California
electricity  market  on  the  utility  industry  nationally,  advances   in
technology,  changes in accounting standards, corporate  restructuring  and
changes in capital structure, the success of new business ventures, changes
in  the  markets  for  electricity  and other  energy-related  commodities,
changes  in  interest rates and in financial and foreign  currency  markets
generally,   the   economic  climate  and  growth  in   Entergy's   service
territories, changes in corporate strategies, and other factors.

<PAGE>

                   ENTERGY CORPORATION AND SUBSIDIARIES
                  INDEX TO QUARTERLY REPORT ON FORM 10-Q
                               June 30, 2001
                                                        Page Number

Definitions                                                 1
Management's Financial Discussion and Analysis -
 Significant Factors and Known Trends                       3
Management's Financial Discussion and Analysis -
 Liquidity and Capital Resources                            7
Results of Operations and Financial Statements:
  Entergy Corporation and Subsidiaries:
     Results of Operations                                 12
     Consolidated Statements of Income                     17
     Consolidated Statements of Cash Flows                 18
     Consolidated Balance Sheets                           20
     Consolidated Statements of Retained Earnings,
       Comprehensive Income, and Paid-In Capital           22
     Selected Operating Results                            23
  Entergy Arkansas, Inc.:
     Results of Operations                                 24
     Income Statements                                     27
     Statements of Cash Flows                              29
     Balance Sheets                                        30
     Selected Operating Results                            32
  Entergy Gulf States, Inc.:
     Results of Operations                                 33
     Income Statements                                     36
     Statements of Cash Flows                              37
     Balance Sheets                                        38
     Selected Operating Results                            40
  Entergy Louisiana, Inc.:
     Results of Operations                                 41
     Income Statements                                     44
     Statements of Cash Flows                              45
     Balance Sheets                                        46
     Selected Operating Results                            48
  Entergy Mississippi, Inc.:
     Results of Operations                                 49
     Income Statements                                     51
     Statements of Cash Flows                              53
     Balance Sheets                                        54
     Selected Operating Results                            56
  Entergy New Orleans, Inc.:
     Results of Operations                                 57
     Income Statements                                     60
     Statements of Cash Flows                              61
     Balance Sheets                                        62
     Selected Operating Results                            64
  System Energy Resources, Inc.:
     Results of Operations                                 65
     Income Statements                                     66
     Statements of Cash Flows                              67
     Balance Sheets                                        68
Notes to Financial Statements for Entergy Corporation
 and Subsidiaries                                          70
Part II:
  Item 1.  Legal Proceedings                               82
  Item 4.  Submission of Matters to a Vote of
          Security Holders                                 82
  Item 5.  Other Information                               84
  Item 6.  Exhibits and Reports on Form 8-K                85
Signature                                                  87

<PAGE>

                                DEFINITIONS

Certain abbreviations or acronyms used in the text are defined below:

   Abbreviation or Acronym        Term

AFUDC                    Allowance for Funds Used During Construction
ALJ                      Administrative Law Judge
ANO 1 and 2              Units  1  and  2  of  Arkansas Nuclear  One  Steam
                         Electric Generating Station (nuclear)
APSC                     Arkansas Public Service Commission
Board                    Board of Directors of Entergy Corporation
BPS                      British pounds sterling
Cajun                    Cajun Electric Power Cooperative, Inc.
Capital Funds Agreement  Agreement, dated as of June 21, 1974, as  amended,
                         between System Energy and Entergy Corporation, and
                         the assignments thereof
CitiPower                CitiPower  Pty., an electric distribution  company
                         serving   Melbourne,  Australia  and   surrounding
                         suburbs,  which  was  sold  by  Entergy  effective
                         December 31, 1998
Council                  Council of the City of New Orleans, Louisiana
domestic utility
 companies               Entergy  Arkansas,  Entergy Gulf  States,  Entergy
                         Louisiana,  Entergy Mississippi, and  Entergy  New
                         Orleans, collectively
EPA                      United States Environmental Protection Agency
EPDC                     Entergy Power Development Corporation
EWG                      Exempt wholesale generator under PUHCA
EWO                      Entergy   Wholesale  Operations,  which  primarily
                         consists  of  Entergy's global  power  development
                         business
Entergy                  Entergy  Corporation and its  various  direct  and
                         indirect subsidiaries
Entergy Arkansas         Entergy Arkansas, Inc.
Entergy Corporation      Entergy Corporation, a Delaware corporation
Entergy Gulf States      Entergy  Gulf States, Inc., including  its  wholly
                         owned  subsidiaries - Varibus Corporation,  GSG&T,
                         Inc.,  Prudential  Oil & Gas, Inc.,  and  Southern
                         Gulf Railway Company
Entergy-Koch             Entergy-Koch, L.P., a joint venture equally  owned
                         by Entergy and Koch Industries, Inc.
Entergy London           Entergy  London Investments plc, formerly  Entergy
                         Power   UK   plc   (including  its  wholly   owned
                         subsidiary,  London Electricity  plc),  which  was
                         sold by Entergy effective December 4, 1998
Entergy Louisiana        Entergy Louisiana, Inc.
Entergy Mississippi      Entergy Mississippi, Inc.
Entergy New Orleans      Entergy New Orleans, Inc.
Entergy Power            Entergy Power, Inc.
FERC                     Federal Energy Regulatory Commission
FitzPatrick              James  A. FitzPatrick nuclear power plant, 825  MW
                         facility  located near Oswego, New York, purchased
                         in November 2000, from New York Power Authority by
                         Entergy's domestic non-utility nuclear business
FUCO                     Exempt foreign utility company under PUHCA
Form 10-K                The  combined Annual Report on Form 10-K  for  the
                         year  ended December 31, 2000 of Entergy,  Entergy
                         Arkansas,  Entergy Gulf States, Entergy Louisiana,
                         Entergy  Mississippi,  Entergy  New  Orleans,  and
                         System Energy
Grand Gulf 1             Unit  No.  1  of the Grand Gulf Nuclear Generation
                         Plant
GGART                    Grand Gulf Accelerated Recovery Tariff
GWH                      One million kilowatt-hours
Independence             Independence Steam Electric Station (coal),  owned
                         16%   by   Entergy   Arkansas,  25%   by   Entergy
                         Mississippi, and 7% by Entergy Power

<PAGE>

Abbreviation or Acronym       Term

Indian Point 3           Indian  Point  3  nuclear  power  plant,  980   MW
                         facility located in Westchester County, New  York,
                         purchased  in November 2000, from New  York  Power
                         Authority   by   Entergy's  domestic   non-utility
                         nuclear business
LPSC                     Louisiana Public Service Commission
Merger Agreement         Agreement and Plan of Merger dated July  30,  2000
                         by and between FPL Group, Entergy Corporation, WCB
                         Holding     Corporation,    Ranger     Acquisition
                         Corporation   and  Ring  Acquisition  Corporation,
                         which was mutually terminated on April 1, 2001
MPSC                     Mississippi Public Service Commission
MW                       Megawatt(s)
Net revenue              Operating  revenue net of fuel, fuel-related,  and
                         purchased   power   expenses;   other   regulatory
                         credits; and amortization of rate deferrals
NRC                      Nuclear Regulatory Commission
NYPA                     New York Power Authority
Pilgrim                  Pilgrim  Nuclear Station, 670 MW facility  located
                         in  Plymouth, Massachusetts purchased in July 1999
                         from  Boston  Edison  by Entergy's  domestic  non-
                         utility nuclear business
PUCT                     Public Utility Commission of Texas
PUHCA                    Public  Utility Holding Company Act  of  1935,  as
                         amended
River Bend               River   Bend  Steam  Electric  Generating  Station
                         (nuclear)
SEC                      Securities and Exchange Commission
SFAS                     Statement  of  Financial Accounting  Standards  as
                         promulgated by the Financial Accounting  Standards
                         Board
System Agreement         Agreement, effective January 1, 1983, as modified,
                         among  the domestic utility companies relating  to
                         the sharing of generating capacity and other power
                         resources
System Energy            System Energy Resources, Inc.
Unit Power Sales
 Agreement               Agreement,  dated as of June 10, 1982, as  amended
                         and  approved  by  FERC, among  Entergy  Arkansas,
                         Entergy  Louisiana,  Entergy Mississippi,  Entergy
                         New  Orleans, and System Energy, relating  to  the
                         sale  of  capacity and energy from System Energy's
                         share of Grand Gulf 1
Waterford 3              Unit No. 3 (nuclear) of the Waterford Plant
White Bluff              White Bluff Steam Electric Generating Station, 57%
                         owned by Entergy Arkansas

<PAGE>

                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   SIGNIFICANT FACTORS AND KNOWN TRENDS


      See  "MANAGEMENT'S  FINANCIAL DISCUSSION AND ANALYSIS  -  SIGNIFICANT
FACTORS  AND  KNOWN  TRENDS"  in the Form 10-K  for  a  discussion  of  the
increasing  competitive pressures facing Entergy and the  electric  utility
industry,  as  well as market risks and other significant issues  affecting
Entergy.    See  "Item  1.  Business  -  BUSINESS  OF  ENTERGY  -  Industry
Restructuring  and Competition" in the Form 10-K for issues concerning  the
timing and implementation of Entergy's transition to competition, including
potential  conflicts  among  Entergy's regulated  jurisdictions.   Although
transition  to  competition filings have been made  in  all  jurisdictions,
proceedings  have  not yet commenced in all cases.   Set  forth  below  are
updates to the information contained therein.

Business Combination with FPL Group

     On July 30, 2000, Entergy Corporation and FPL Group, Inc. entered into
a  Merger  Agreement providing for a business combination that  would  have
resulted  in  the  creation of a new company.  On April  1,  2001,  Entergy
Corporation  and  FPL  Group  terminated the  Merger  Agreement  by  mutual
decision.   Both companies agreed that no termination fee is payable  under
the  terms  of  the  Merger Agreement, unless within  nine  months  of  the
termination  one  party agrees to a substantially similar transaction  with
another  party.   Each  company will bear its own merger-related  expenses.
Entergy has filed for withdrawal of its merger-related filings submitted to
the FERC, the SEC, and state and local regulatory agencies.

Domestic Transition to Competition

Federal Regulatory Activity

System Agreement Proceedings

     See  "MANAGEMENT'S  FINANCIAL DISCUSSION AND  ANALYSIS  -  SIGNIFICANT
FACTORS AND KNOWN TRENDS" in the Form 10-K for a discussion of the proposed
amendments to the System Agreement filed with FERC by the domestic  utility
companies.   The  proposed  amendments  were  designed  to  facilitate  the
implementation of retail competition in Arkansas and Texas.   As  discussed
in the Form 10-K, the LPSC and the Council also filed a complaint with FERC
seeking revisions to the System Agreement.

     In  June 2001, in connection with these proceedings, the parties filed
an offer of settlement with FERC.  The offer of settlement provides for the
following amendments to the System Agreement:

     o the Texas retail jurisdictional division of Entergy Gulf States will
       terminate its participation in the System Agreement, except for the
       aspects related to transmission equalization, when Texas implements
       retail open access, which is currently scheduled for  January 1, 2002;
     o five percent of Entergy Gulf States' megawatt capacity allocated to
       the Texas retail load by the LPSC will be made available to the domestic
       utility companies remaining under the System Agreement.  Each company
       has until November 15, 2001 to elect to purchase its pro rata share of
       this capacity.  Entergy Arkansas' pro rata share is 27.3%, Entergy Gulf
       States - Louisiana's pro rata share is 20.2%, Entergy Louisiana's pro
       rata share is 30.2%, Entergy Mississippi's pro rata share is 15.9%,
       and Entergy New Orleans' pro rata share is 6.4%.  If a company elects
       to purchase capacity it will be for the period January 1, 2002 through
       June 30, 2008.  If a company elects not to purchase, the other
       companies are not entitled to purchase that company's share of the
       capacity; and
     o the  service schedule developed to track changes in energy costs
       resulting from the Entergy-Gulf States Utilities merger is modified to
       include  one  final  true-up of fuel costs  when  the  Texas  retail
       jurisdictional division of Entergy Gulf States ceases participation in
       the System Agreement, after which the service schedule will no longer be
       applicable for any purpose.


<PAGE>

                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   SIGNIFICANT FACTORS AND KNOWN TRENDS


The  proceeding  on  the complaint filed with FERC  in  1995  by  the  LPSC
requesting modification of the System Agreement to exclude curtailable load
from  the cost allocation determination was not settled.  In July 2001,  an
ALJ  issued  decisions certifying the offer of settlement to the  FERC  and
generally continuing to include curtailable load served during 1995 in cost
allocation determinations.  FERC approved the settlement in July 2001.

      As  anticipated by the offer of settlement, the LPSC and the  Council
commenced  a new proceeding at FERC in June 2001.  In this proceeding,  the
LPSC  and  the  Council allege that the rough production cost  equalization
required  by  FERC  under the System Agreement and  the  Unit  Power  Sales
Agreement  has been disrupted by changed circumstances.  The LPSC  and  the
Council  have requested that FERC amend the System Agreement  or  the  Unit
Power  Sales Agreement or both to achieve full production cost equalization
or to restore rough production cost equalization.  Their complaint does not
seek  a  change in the total amount of the costs allocated under  the  Unit
Power  Sales  Agreement.  Several parties have filed interventions  in  the
proceeding, including the APSC and the MPSC.  Entergy filed its response to
the  complaint  in July 2001 denying the allegations of the  LPSC  and  the
Council.   The APSC and the MPSC also filed responses opposing  the  relief
sought by the LPSC and the Council.

     In  their  complaint, the LPSC and Council allege  that  the  domestic
utility  companies' annual production costs over the period  2002  to  2007
will  be over or (under) the average for the domestic utility companies  by
the following amounts:

        Entergy Arkansas             ($130) to ($278) million
        Entergy Gulf States - LA           $11 to $87 million
        Entergy Louisiana                $139 to $132 million
        Entergy Mississippi              ($27) to $13 million
        Entergy New Orleans                 $7 to $46 million

This range of results is a function of assumptions regarding such things as
future  natural  gas  prices, the future market price of  electricity,  and
other  factors.  If FERC grants the relief requested, the relief may result
in  a  material  increase in production costs allocated to companies  whose
costs  currently are projected to be less than the average and  a  material
decrease  in production costs allocated to companies whose costs  currently
are  projected to exceed the average.  Management believes that any changes
in the allocation of production costs resulting from a FERC decision should
result in similar rate changes for retail customers.  Therefore, management
does  not believe that this proceeding will have a material effect  on  the
financial  condition  of  any of the domestic utility  companies,  although
neither  the  timing  nor the outcome of the proceedings  at  FERC  can  be
predicted at this time.

Open Access Transmission and Entergy's Transco Proposal

      See  "Open  Access  Transmission and Entergy's Transco  Proposal"  in
"MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - SIGNIFICANT  FACTORS  AND
KNOWN  TRENDS" in the Form 10-K for a discussion of FERC's Order  2000  and
Entergy's proposed Transco.

     In July 2001, FERC issued orders on various proposals for transmission
owners in the United States to commit their assets to regional transmission
organizations (RTOs).  In the orders, FERC indicated that it envisions  the
establishment  of  four  RTOs in the United States,  one  in  each  of  the
Northeast,  Southeast, Midwest, and West.  FERC further required  utilities
within  the  Northeast and Southeast, including Entergy, to participate  in
mediation proceedings for the purpose of facilitating the establishment  of
these two RTOs.

     In July 2001, the domestic utility companies filed requests with their
state  and  local  regulatory commissions to suspend proceedings  regarding
Transco pending further action in the FERC-mandated mediation proceedings.

<PAGE>

                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   SIGNIFICANT FACTORS AND KNOWN TRENDS


State Regulatory Activity

Texas

     Since  the filing of the Form 10-K, several developments have occurred
in  the  Texas  retail open access proceedings and in Texas  and  Louisiana
proceedings  for the separation of the utility operations of  Entergy  Gulf
States  among new corporate and partnership entities.  See Note  2  to  the
financial statements herein for a discussion of these developments.

State and Local Rate Regulation

      The domestic utility companies' retail and wholesale rate matters and
other regulatory proceedings are discussed more thoroughly in Note 2 to the
financial statements herein and in the Form 10-K.

Filings with the APSC

     In  April  2001, Entergy Arkansas filed with the APSC  a  proposal  to
recover, costs plus carrying charges associated with power restoration caused
by the December 2000 ice storms.  In an order issued in June 2001, the APSC
decided that it would  not  give final approval to Entergy's proposed storm
cost  recovery rider outside of a fully developed cost-of-service study in
a general  rate proceeding.  In a subsequent decision, the APSC ordered
Entergy Arkansas to commence  such a proceeding by January 2002.  The APSC
action  resulted  in the deferral in 2001 of previously expensed storm
damage costs as reflected in Entergy Arkansas' financial statements.

     In  July  2001, Entergy Arkansas filed with the APSC its  final  storm
damage cost determination of $195 million associated with power restoration
during  the  December 2000 ice storms.  Entergy Arkansas  is  proposing  to
recover  $170 million, plus carrying charges, over approximately a six  and
one-half  year  period.  The remainder of the costs  is  primarily  capital
expenditures  that  will be included in rate base in  future  general  rate
proceedings.   The  APSC  established a  procedural  schedule  to  consider
putting  an interim rider in place to recover the ice storm costs,  subject
to  refund.   The schedule calls for a January 2002 hearing  date  and  the
issuance of a decision by February 2002.  No assurance can be given  as  to
the timing or outcome of these proceedings before the APSC.

<PAGE>

                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                   SIGNIFICANT FACTORS AND KNOWN TRENDS


Filings with the Council

      In  June 2001, Entergy New Orleans filed with the Council for changes
in  gas and electric rates based on a test year ending December 2000.   The
filing  indicated that an increase in both gas and electric rates might  be
appropriate. Proceedings on Entergy New Orleans' filing have been  deferred
until June 2002.

Continued Application of SFAS 71 and Stranded Cost Exposure

      See "Continued Application of SFAS 71 and Stranded Cost Exposure"  in
"MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - SIGNIFICANT  FACTORS  AND
KNOWN TRENDS" in the Form 10-K for a discussion of the potential effects of
discontinuation of SFAS 71 for the generation portion of Entergy's business
as  well  as  Entergy's  exposure to stranded  costs.   Resolution  of  the
regulatory  proceedings affecting the transition to competition of  Entergy
Gulf   States'   Texas   generation  business  will  likely   require   the
discontinuance of the application of SFAS 71 accounting treatment  to  that
business,  which may occur in the fourth quarter of 2001.   The  regulatory
proceedings  are discussed in "Domestic Transition to Competition  -  State
Regulatory  and  Legislative Activity - Texas" in  "MANAGEMENT'S  FINANCIAL
DISCUSSION AND ANALYSIS - SIGNIFICANT FACTORS AND KNOWN TRENDS" in the Form
10-K  and  that  discussion  is  updated in Note  2 to  the financial
statements herein.  Management does not expect a material adverse  effect
on Entergy's and Entergy Gulf States' results of operations if  SFAS  71
accounting  treatment for the Texas  generation  business  is discontinued
in the fourth quarter of 2001.


<PAGE>

                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                      LIQUIDITY AND CAPITAL RESOURCES


Cash Flows

Operating Activities

      The  following table summarizes net cash flow provided by  (used  in)
operating  activities  for  Entergy, the domestic  utility  companies,  and
System Energy:

                                 Six Months Ended     Six Months Ended
              Company             June 30, 2001         June 30, 2000
                                            (In Millions)

        Entergy                       $600.7               $839.8
        Entergy Arkansas              $160.5               $124.0
        Entergy Gulf States           $184.9               $138.6
        Entergy Louisiana             $195.2                $77.2
        Entergy Mississippi            ($8.4)               $18.7
        Entergy New Orleans            ($1.8)               $16.9
        System Energy                  $95.5               $325.1

      Entergy's consolidated net cash flow provided by operating activities
decreased primarily due to:

     o a  decrease,  excluding the effect of money  pool  activity,  of
       $154 million in cash provided by the domestic utility companies and
       System Energy; and
     o net cash used of $35.1 million in operating activities in 2001 by EWO
       compared with EWO providing $39.7 million of operating cash flow in
       2000 due to a net loss generated in 2001 compared with net income in
       2000.

     These decreases in consolidated net operating cash flow were partially
offset  by an increase in cash provided by the domestic non-utility nuclear
business  of $47.5 million, primarily from the operation of the FitzPatrick
and Indian Point 3 plants, purchased in 2000.

     Payments  for  higher  fuel  costs and  for  power  restoration  costs
associated  with the December 2000 ice storms in Arkansas resulted  in  the
overall  decrease  in operating cash flow provided by the domestic  utility
companies  and  System  Energy.  These payments were  partially  funded  by
borrowings  from  the money pool and external lines of  credit,  which  are
discussed  below.   Partially offsetting the higher fuel  costs  and  power
restoration  costs is an increase in fuel cost recovery  in  2001,
primarily  at  Entergy  Louisiana and Entergy  Gulf  States.   The
increase  in fuel cost recovery is partially offset by increased fuel  cost
under-recovery at Entergy Mississippi.  Increases in income  taxes  accrued
resulting  from  book  and  tax income timing  differences  also  increased
operating  cash  flow  in 2001 compared to 2000.  Management  expects  that
these  timing differences may continue to increase operating cash  flow  in
the immediate future.

<PAGE>

                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                      LIQUIDITY AND CAPITAL RESOURCES


      Money  pool  activity also affected the operating cash flows  of  the
domestic utility companies and System Energy.  The increases (decreases) in
money pool borrowings during 2001 and 2000 are as follows:

                                Six Months Ended     Six Months Ended
              Company             June 30, 2001       June 30, 2000
                                           (In Millions)

       Entergy Arkansas              $134.7              ($40.6)
       Entergy Gulf States            $26.6              ($36.1)
       Entergy Louisiana                  -              ($91.5)
       Entergy Mississippi                -              ($50.0)
       Entergy New Orleans            $11.2               ($6.9)

For  the lenders to the money pool in 2001, Entergy Louisiana's money  pool
associated company receivables increased $49.1 million and System  Energy's
money  pool associate company receivables increased $101.4 million for  the
six  months  ended  June  30,  2001. In 2000, System  Energy's  money  pool
associate  company receivables decreased $176.3 million.   System  Energy's
money pool activity is the primary cause of the decrease in operating  cash
flow  for  System Energy for the six months ended June 30, 2001 as compared
to the six months ended June 30, 2000.

      The  money  pool is an inter-company funding arrangement designed  to
reduce  the  domestic utility companies' and System Energy's dependence  on
external short-term borrowings.  The money pool provides a means by  which,
on  a  daily  basis, the excess funds of Entergy Corporation, the  domestic
utility  companies, and System Energy may be used by the  domestic  utility
companies  or  System Energy to fulfill short-term cash requirements.   See
"Capital  Resources  - Sources of Capital" below for a  discussion  of  the
limitations on these borrowings.

Investing Activities

     Net  cash  used in investing activities increased for the  six  months
ended  June  30,  2001  compared to the six  months  ended  June  30,  2000
primarily due to:

     o capital contributions made in the formation of Entergy-Koch, L.P.;
     o the maturity of other temporary investments in 2000;
     o investments used as collateral for letters of credit by the domestic
       non-utility nuclear business, discussed below in "Uses of Capital  -
       Domestic Non-Utility Nuclear;" and
     o proceeds from the sale of the Freestone power project in 2000.

     The  following factors partially offset the overall increase  in  cash
used in investing activities:

     o decreased construction expenditures due to completion of construction
       of the Saltend and Damhead Creek plants;
     o decreased payments by EWO for turbines in 2001, discussed below in
       "Uses of Capital - Entergy Wholesale Operations;" and
     o decreased under-recovery of deferred fuel costs incurred at certain of
       the domestic utility companies.  Entergy Arkansas, the Texas portion of
       Entergy Gulf States, and Entergy Mississippi for 2000 only, have treated
       these costs as regulatory investments because these companies are
       allowed by their regulatory jurisdictions to recover the accumulated
       fuel cost regulatory asset over longer than a twelve month period.
       The companies will earn a return on the under-recovered balances.


<PAGE>

                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                      LIQUIDITY AND CAPITAL RESOURCES


Financing Activities

      Financing activities used cash in 2001 compared with cash provided in
2000 primarily due to:

     o a higher amount of debt issued by the domestic utility companies in
       2000 than in 2001;
     o no additional borrowings in 2001 under the Saltend and Damhead Creek
       credit facilities due to the completion of construction of the plants;
     o decreased borrowings made during 2001 under the Entergy Corporation
       credit facility compared to borrowings made in 2000; and
     o increased debt retirements due to repayments on the Saltend and
       Damhead Creek credit facilities by EWO, partially offset by decreased
       debt retirements by the domestic utility companies.

Partially  offsetting  the  overall increase  in  cash  used  in  financing
activities were the following:

     o redemption of Entergy Gulf States' preference stock in 2000;
     o increased common stock issuances; and
     o decreased repurchases of Entergy Corporation common stock in 2001.
       Entergy anticipates limited repurchase activity for the remainder of
       2001, as it considers various investment opportunities.

Capital Resources

      See  "MANAGEMENT'S  DISCUSSION AND ANALYSIS - LIQUIDITY  AND  CAPITAL
RESOURCES  -  Capital  Resources" in the Form  10-K  for  a  discussion  of
Entergy's  sources  of funds and capital requirements.  The  following  are
updates to the Form 10-K.

Sources of Capital

      As  discussed  in  the  Form 10-K, certain of  the  domestic  utility
companies have issued or expect to issue debt in 2001.  See Note 4  to  the
financial statements herein for details regarding long-term debt issued in
2001.

      Short-term  borrowings by the domestic utility companies  and  System
Energy,  including borrowings under the money pool, are limited to  amounts
authorized by the SEC.  See Note 4 to the financial statements in the  Form
10-K  for further discussion of Entergy's short-term borrowing limits.   In
2001,  Entergy received SEC approval to increase the authorized limits  for
the following companies, as follows:

           Company              Previous Limit    Current Limit

  Entergy Mississippi           $103 million      $160 million
  Entergy New Orleans           $ 35 million      $100 million
  Other Entergy subsidiaries    $265 million      $420 million

The  approval  increased  the current SEC authorized  short-term  borrowing
limits for Entergy subsidiaries from $1.343 billion to $1.620 billion.  The
SEC  authorized limits are effective through November 30,  2001.   In  June
2001, Entergy filed with the SEC to extend the authorization period for the
current   short-term  borrowing  limits  and  the  money   pool   borrowing
arrangement.

<PAGE>
                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                      LIQUIDITY AND CAPITAL RESOURCES


     The following companies had borrowings outstanding from the money pool
at June 30, 2001:

                                         Outstanding
                 Company                 Borrowings

       Entergy Arkansas               $165.4 million
       Entergy Gulf States            $ 26.6 million
       Entergy Mississippi            $ 34.1 million
       Entergy New Orleans            $ 16.9 million
       Other Entergy subsidiaries     $111.5 million

      Entergy  Arkansas,  Entergy Louisiana, and Entergy  Mississippi  each
obtained 364-day credit facilities in 2001 as follows:

                                               Amount of      Amount Drawn as
          Company         Date Obtained        Facility      of June 30, 2001

  Entergy Arkansas      January 31, 2001      $63 million            -
  Entergy Louisiana     January 31, 2001      $30 million            -
  Entergy Mississippi   February 2, 2001      $25 million       $10 million

Entergy Louisiana decreased its available credit facility to $15 million in
May  2001.   The  facilities have variable interest rates and  the  average
commitment fee is 0.13%.

      In  May  2001,  Entergy Corporation amended its 364-day  bank  credit
facility,  increasing the capacity from $500 million to $1.275 billion,  of
which $472 million was drawn as of June 30, 2001.  Entergy Corporation will
use borrowings from the facility for general corporate purposes and to make
additional investments in competitive businesses, including some or all  of
the  purchase  price  for  the Indian Point 2 nuclear  unit  which  Entergy
expects  to  acquire from Consolidated Edison during the third  quarter  of
2001.   In  July 2001, the borrowing capacity on the facility was increased
to $1.325 billion.

Uses of Capital

PUHCA Restrictions on Uses of Capital

      Entergy's  ability  to  invest  in domestic  and  foreign  generation
businesses  is subject to the SEC's regulations under PUHCA.  As authorized
by  the  SEC, Entergy is allowed to invest an amount equal to 100%  of  its
average  consolidated retained earnings in domestic and foreign  generation
businesses.   As  of June 30, 2001, Entergy's investments subject  to  this
rule  totaled  $832 million constituting 25.4% of its average  consolidated
retained earnings.

       See  "PUHCA  Restrictions  on  Uses  of  Capital"  in  "MANAGEMENT'S
DISCUSSION AND ANALYSIS - LIQUIDITY AND CAPITAL RESOURCES" in the Form 10-K
for a discussion of other PUHCA restrictions affecting Entergy, such as its
capacity  to  invest  in "energy-related" businesses  and  its  ability  to
guarantee obligations of its non-utility subsidiaries.

<PAGE>
                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                      LIQUIDITY AND CAPITAL RESOURCES


Other Uses of Capital by Entergy Corporation

      For  the  six  months ended June 30, 2001, Entergy  Corporation  paid
$134.8  million in cash dividends on its common stock and received dividend
payments  and returns of capital totaling $287.2 million from subsidiaries.
Declarations  of  dividends  on Entergy's common  stock  are  made  at  the
discretion  of the Board.  The Board evaluates the level of Entergy  common
stock  dividends  based  upon Entergy's earnings, financial  strength,  and
capital   requirements.    Restrictions  on  the   ability   of   Entergy's
subsidiaries  to  pay dividends are discussed in Note 8  to  the  financial
statements in the Form 10-K.

Domestic Non-Utility Nuclear

     In connection with the acquisition of the FitzPatrick and Indian Point
3  nuclear  power plants, the installment payments due by Entergy  to  NYPA
must  be  secured  by  a  letter  of  credit  from  an  eligible  financial
institution.   On  November 21, 2000, upon closing the acquisition  of  the
NYPA  plants, Entergy delivered a $577 million letter of credit, with  NYPA
as  beneficiary.   The letter of credit was backed by cash collateral,  and
this  cash  is  reflected in the balance sheet at  December  31,  2000,  as
"Special deposits."  In January 2001, Entergy replaced $440 million of  the
cash  collateral with an Entergy Corporation guarantee.  Most of  the  cash
released  by  this  guarantee was used to fund Entergy's  contributions  to
Entergy-Koch  as  discussed below under "Joint Ventures."   In  June  2001,
Entergy  Corporation obtained new letters of credit totaling $577  million,
which  replaced  the  letter of credit initially  provided  to  NYPA.   The
letters  of credit are partially backed by an Entergy Corporation guarantee
and  partially backed by $272  million of cash collateral.  The cash
collateral is included  in "Other investments" on the balance sheet at
June 30, 2001.

Entergy Wholesale Operations

      As  part of its turbine acquisition program, an EWO subsidiary (EPDC)
sold its rights and obligations under certain turbine acquisition contracts
with General Electric Company to a third party in May 2001.  The rights  to
twenty-two  turbines  were  included in  the  sale.   The  sale  price  was
approximately  $150  million, which corresponded to  the  amount  EPDC  had
invested  in  the  turbines under construction.  The purchaser  obtained  a
revolving financing facility of up to $450 million for the fabrication  and
acquisition of turbines.  EPDC has certain rights to reacquire the turbines
from the purchaser, whether pursuant to an interim lease commencing when  a
turbine is ready for shipment or pursuant to certain purchase rights.   The
lease  payments  and purchase price for each turbine have been  established
pursuant  to  various  agreements between  EPDC,  the  purchaser,  and  its
lenders.    If  EPDC does not take title to the turbines prior  to  certain
specified dates, the purchaser has certain rights to sell the turbines  and
EPDC  may be held liable for specific defined shortfalls, if any.   Certain
EPDC  obligations  under  these agreements will be  backed  by  an  Entergy
Corporation guarantee.

      In  July  2001, EWO signed an agreement to sell the 1,200 MW  Saltend
power  plant  to Calpine Corporation for approximately $800 million,  which
management believes will result in a gain on the sale.  The sale is subject
to  certain conditions and EWO expects to complete the transaction  in  the
third  quarter of 2001.  A portion of the proceeds from the  sale  will  be
used  to  repay  borrowings outstanding under the  Saltend  project  credit
facilities  and  make  any  payments necessary  to  terminate  the  Saltend
interest swap agreements.

      As discussed in the Form 10-K, Entergy plans to spend $3.6 billion in
the  years 2001 through 2003 in its capital investment plan for the  global
development  business.   In many regions of the United  States,  the  spark
spread  (the difference between the price of electricity and the  price  of
natural  gas at certain conversion efficiencies) has declined significantly
since  earlier this year.  EWO is attempting to address this  spark  spread
uncertainty   through   long-term  power  sales  and  tolling   agreements.
Nevertheless, management can provide no assurance that EWO will be able  to
obtain  long-term agreements for these projects or will be able to  operate
the projects, if built, profitably.

<PAGE>

                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                      LIQUIDITY AND CAPITAL RESOURCES



Entergy-Koch, L.P.

      In  January  2001, subsidiaries of Entergy and Koch Industries,  Inc.
formed  a  new  limited  partnership  called  Entergy-Koch,  L.P.   Entergy
contributed  substantially all of its power marketing and trading  business
in  the  United States and the United Kingdom and made other contributions,
including equity and loans, totaling $414 million.  Koch contributed to the
venture  its  9,000-mile  Koch  Gateway Pipeline,  gas  storage  facilities
including  the  Bistineau storage facility near Shreveport, Louisiana,  and
Koch  Energy  Trading, which markets and trades electricity,  gas,  weather
derivatives, and other energy-related commodities and services.

<PAGE>

                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


     Entergy's consolidated earnings applicable to common stock were $238.9
million  and  $393.1 million for the three and six months  ended  June  30,
2001, respectively.  The changes in earnings applicable to common stock  by
operating  segments  for  the three and six months  ended  June  30,  2001,
compared to the same periods in 2000, are as follows:

                                      Three Months Ended     Six Months Ended
             Operating Segments       Increase/(Decrease)  Increase/(Decrease)
                                                   (In Thousands)

Domestic Utility and System Energy          ($9,887)              $26,047
Entergy-Koch/Power Marketing and Trading     38,073                43,102
Domestic Non-Utility Nuclear                 21,028                40,953
Entergy Wholesale Operations (EWO)          (40,461)              (36,450)
Other, including parent company              (7,039)              (16,643)
                                             ------               -------
  Total                                      $1,714               $57,009
                                             ======               =======
Increases in earnings per average common share:
  Basic                                           4%                   23%
  Diluted                                         2%                   21%

See  Note  6  to the financial statements for additional business  segment
information.

     The decreased earnings for the domestic utility and System Energy for
the  three months ended June 30, 2001 were primarily due to a decrease  in
unbilled  revenues and an increase in interest expenses, partially  offset
by  a decrease in other operation and maintenance expenses, which includes
the  reversal of Arkansas ice storm costs discussed below.  The  increased
earnings  for  the domestic utility and System Energy for the  six  months
ended June 30, 2001 were primarily due to:

     o an increase in net revenues as a result of colder-than-normal weather
       in the winter of 2001;
     o higher prices of electricity sold for resale, particularly at Entergy
       Gulf States; and
     o a  decrease in reserves for potential rate actions  at  Entergy
       Louisiana.

The  increased  earnings  for the six months  ended  June  30,  2001  were
partially  offset  by  a  decrease in unbilled revenues,  an  increase  in
interest expense, and a decrease in first quarter 2000 fuel expense from a
true-up of the Entergy Arkansas deferred fuel balance.

<PAGE>
                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


     Prior  to 2001, revenues and expenses from the operation of Entergy's
power  marketing  and  trading  business were  consolidated  in  Entergy's
financial   statements.    On  January  31,  2001,   Entergy   contributed
substantially all of its power marketing and trading business to  Entergy-
Koch.   Entergy accounts for its share in the investment under the  equity
method   of   accounting.   Therefore,  in  2001,  the  Entergy-Koch/Power
Marketing  and  Trading  segment includes  Entergy's  equity  in  earnings
attributable   to   Entergy-Koch.   Certain  terms  of   the   partnership
arrangement  allocate income from various sources, and the taxes  on  that
income,  on  a disproportionate basis.  These disproportionate allocations
have been favorable to Entergy in the aggregate in 2001.

      The  increases in earnings at domestic non-utility nuclear  in  2001
were primarily due to the ownership of the FitzPatrick and Indian Point  3
plants, which Entergy purchased in November 2000.

      The  decreases in earnings at EWO for the three and six months ended
June 30, 2001, were primarily due to:

     o more liquidated damages received as compensation for lost operating
       margin due to plant construction delays from the Saltend contractor
       in 2000 than from the Damhead Creek contractor in 2001;
     o a decrease in gains on sales of power plants recognized in 2001;
     o an increase in depreciation expense due to commercial operation of
       the Saltend and Damhead Creek plants; and
     o an increase in interest expense.

      Entergy's share repurchase program also contributed to the increases
in  earnings per share by decreasing the weighted average number of shares
outstanding.

      Entergy's income before taxes is discussed according to the operating
segments listed above.  "Competitive businesses" operating revenues in  the
statements of income include primarily revenues generated by domestic  non-
utility nuclear, EWO, and, for 2000 only, power marketing and trading.

Domestic Utility and System Energy

      The  changes  in  electric operating revenues for Entergy's  domestic
utility companies for the three and six months ended June 30, 2001 compared
to the same periods in 2000 are as follows:

                                      Three Months Ended    Six Months Ended
             Description              Increase/(Decrease)  Increase/(Decrease)
                                                   (In Millions)

Base rate changes                            ($0.4)                  $0.9
Rate riders                                   (1.9)                   1.4
Fuel cost recovery                           367.1                  817.4
Sales volume/weather                          (9.8)                  42.9
Other revenue (including unbilled)           (30.4)                 (57.5)
Sales for resale                               1.5                   40.7
                                            ------                 ------
   Total                                    $326.1                 $845.8
                                            ======                 ======


<PAGE>

                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Fuel cost recovery

     The domestic utility companies are allowed to recover certain fuel and
purchased  power costs through fuel mechanisms included in  electric  rates
that  are recorded as fuel cost recovery revenues.  The difference  between
revenues  collected and current fuel and purchased power costs is reflected
as  deferred fuel costs on Entergy's financial statements such  that  these
costs do not have a material net effect on earnings.

     The increases in fuel cost recovery revenue in 2001 were primarily due
to:

     o increased fuel recovery factors at Entergy Arkansas, Entergy Gulf
       States in the Texas jurisdiction, and Entergy Mississippi; and
     o higher  fuel  and purchased power costs recovered  through  fuel
       mechanisms at Entergy Gulf States in the Louisiana jurisdiction,
       Entergy Louisiana, and Entergy New Orleans due to the increased
       market prices of natural gas and purchased power.

      Corresponding to fuel cost recovery revenue increases for  the  three
and  six  months  ended  June 30, 2001, fuel and purchased  power  expenses
related  to  electric  sales  increased approximately  $371.7  million  and
$810.6 million, respectively, primarily due to:

     o an increase in the market prices of purchased power and natural gas;
       and
     o a decrease in first quarter 2000 fuel expense resulting from a true-up
       of the Entergy Arkansas deferred fuel balance.

Other effects on electric operating revenue

     Electric sales vary seasonally in response to weather and usually peak
in  the summer.  The effect of colder-than-normal winter weather conditions
caused  an  increase in electric sales in 2001.  For the six  months  ended
June  30, 2001, electricity sales volume in the domestic utility companies'
service  territories  increased  649 GWH  due  to  the  impact  of  weather
conditions.   The  number of customers in the domestic  utility  companies'
service territories increased only slightly during these periods.

     Unbilled  revenues decreased for the three and six months  ended  June
30,  2001,  as  a result of decreased fuel prices and less favorable  sales
volume  in the period included in the unbilled revenue calculation compared
to  the calculation in the prior year.  Sales for resale increased for  the
six months ended June 30, 2001 due to higher prices of resale electricity.

Gas operating revenues

      Natural gas revenues increased $66.6 million for the six months ended
June 30, 2001, primarily due to increased market prices for natural gas and
additional sales volume due to the colder-than-normal winter.  The increase
in  gas  revenues was largely offset by an increase of approximately  $61.1
million in gas purchased for resale for the same period.


<PAGE>

                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Other impacts on results

     Results  for  the  three and six months ended June 30,  2001  for  the
domestic  utility  companies and System Energy were also  affected  by  the
following:

     o decreases in other operation and maintenance expenses of $48.4 million
       for the three months ended and $47.0 million for the six months ended;
     o a net decrease in regulatory credits due to increased charges at
       System Energy as a result of the GGART at Entergy Arkansas and Entergy
       Mississippi and an accrual of excess earnings in 2001 in the transition
       cost account at Entergy Arkansas; and
     o increases in interest expenses of $9.7 million for the three months
       ended and $20.8 million for the six months ended.

     Results  for the six months ended June 30, 2001 were also affected  by
the following:

     o an increase of $14.6 million in other taxes, primarily from increased
       franchise taxes; and
     o an  increase of $17.1 million in interest income, primarily from
       carrying charges on deferred fuel costs.

      The  decreases  in other operation and maintenance expenses  for  the
three  and  six months ended June 30, 2001 compared to the same periods  in
2000 were primarily due to:

     o a decrease in property insurance expense primarily due to a reversal,
       upon recommendation from the APSC, of $24.5 million of ice storm costs
       previously charged to expense in December 2000 (these costs are  now
       reflected as regulatory assets);
     o a decrease in plant maintenance expenses of $14.7 million for both the
       three and six months ended June 30, 2001; and
     o decreases in injury and damages claims and vegetation maintenance
       spending.

     The increases in interest expenses were primarily due to:

     o debt issued at Entergy Gulf States in June 2000; and
     o borrowings under credit facilities during 2001, primarily at Entergy
       Arkansas and Entergy Louisiana.

Entergy-Koch/Power Marketing and Trading

     As   previously  discussed,  substantially  all  of  Entergy's  power
marketing  and trading business was contributed to Entergy-Koch  in  2001,
and earnings from this joint venture are reported as equity in earnings of
unconsolidated  equity  affiliates in  the  financial  statements.   As  a
result,  for  the three and six months ended June 30, 2001,  this  segment
experienced  decreased  revenues of $346.6  million  and  $674.4  million,
respectively, and decreased purchased power expenses of $323  million  and
$620  million,  respectively.  The negative impact on earnings  for  these
periods from these decreases, however, was more than offset by the  equity
in  earnings  from Entergy's interest in the joint venture.  The  earnings
for  this segment increased in 2001 due to increased electricity  and  gas
trading  volumes  and  due  to a broader range of  commodity  sources  and
options provided to customers by the joint venture in 2001.  Certain terms
of  the partnership arrangement allocate income from various sources,  and
the   taxes   on   that  income,  on  a  disproportionate  basis.    These
disproportionate  allocations  have  been  favorable  to  Entergy  in  the
aggregate in 2001.

<PAGE>

                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Domestic Non-Utility Nuclear

      Increases  in earnings for the domestic non-utility nuclear  business
were primarily due to revenue increases of $87.9 million and $206.5 million
for  the  three and six months ended June 30, 2001, respectively, primarily
due  to  the  operation  of  the FitzPatrick and  Indian  Point  3  plants,
purchased  in  November  2000.  The following also  impacted  earnings  for
domestic  non-utility nuclear for the three and six months ended  June  30,
2001,  all of which were primarily caused by the acquisition of FitzPatrick
and Indian Point 3:

     o other operation and maintenance expenses increased $28.6 million and
       $84.4 million, respectively;
     o interest expense, primarily related to debt issued to purchase the
       FitzPatrick and Indian Point 3 plants, increased $13.3 million and
       $30.7 million, respectively;
     o fuel expenses increased $8.6 million and $20 million, respectively;
       and
     o interest  income  increased  $6.6  million  and  $16.9  million,
       respectively.

For  the  six  months ended June 30, 2001, earnings were also  impacted  by
increased taxes other than income taxes of $11.8 million.

Entergy Wholesale Operations

      For  the three and six months ended June 30, 2001, operating revenues
for  EWO  increased  $280.5 million and $730.8 million, respectively.   The
increases were primarily due to increases of $160 million and $368 million,
respectively, from EWO's interest in Highland Energy and increases of  $116
million and $222 million, respectively, from the Saltend and Damhead  Creek
plants.   Highland  Energy was acquired in June 2000 and  the  Saltend  and
Damhead  Creek plants began commercial operation in late November 2000  and
early  2001,  respectively.  For the three and six months  ended  June  30,
2001,  the  impact  on  earnings from the increased revenues  is  partially
offset  by increases in fuel and purchased power expenses of $235.7 million
and  $635.9  million,  respectively, and increases in other  operation  and
maintenance expenses of $23.4 million and $60.2 million, respectively.

      The decreases in earnings for the three and six months ended June 30,
2001, were primarily due to the following:

     o liquidated damages of $32.9 million ($23.0 million net  of  tax)
       received in 2000 from the Saltend contractor as compensation for lost
       operating margin from the plant due to construction delays;
     o a $20.5 million ($13.3 million net of tax) gain on the sale of the
       Freestone project located in Fairfield, Texas, in June 2000; and
     o increased depreciation expense in 2001 due to the commencement of the
       commercial operation of the Saltend and Damhead Creek plants.

Increases  in interest expense of $19.1 million for the three months  ended
June 30, 2001 and $37.7 million for the six months ended June 30, 2001 also
decreased  earnings, primarily because the interest related to the  Saltend
and  Damhead  Creek  plants was capitalized until  those  plants  commenced
commercial operation.

     Partially offsetting the overall decrease were the following in 2001:

     o liquidated damages of $13.9 million ($9.7 million net of tax) received
       from the Damhead Creek construction contractor as compensation for lost
       operating margin from the plant due to construction delays; and
     o an  $11 million ($7.2 million net of tax) gain on the sale of  a
       permitted site in Desoto County, Florida, in May 2001.

<PAGE>

                   ENTERGY CORPORATION AND SUBSIDIARIES

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


      In July 2001, EWO signed an agreement to sell the Saltend power plant
for  approximately $800 million, which management expects to  result  in  a
gain on the sale of the plant.  The sale, subject to certain conditions, is
anticipated  to  close during the third quarter of  2001.   The  sale  will
reduce  the impact on operating results of lower power prices in the United
Kingdom.

Other

      Earnings  for  Other decreased primarily due to $21.8 million  ($13.4
million  net  of  tax)  of  merger-related  expenses  incurred  by  Entergy
Corporation in the first quarter of 2001 and decreased interest  income  of
$8  million and $11.2 million for the three and six months ended  June  30,
2001, respectively.

Income taxes

      The  effective income tax rates for the three months ended  June  30,
2001 and 2000 were 40.3% and 37.9%, respectively.  The effective income tax
rates for the six months ended June 30, 2001 and 2000 were 40.3% and 39.6%,
respectively.


<PAGE>
<TABLE>
<CAPTION>
                    ENTERGY CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF INCOME
          For the Three and Six Months Ended June 30, 2001 and 2000
                               (Unaudited)

                                                             Three Months Ended          Six Months Ended
                                                              2001        2000           2001        2000
                                                                  (In Thousands, Except Share Data)
<S>                                                        <C>          <C>           <C>          <C>
                  OPERATING REVENUES
Domestic electric                                          $1,990,838   $1,664,688    $3,863,383   $3,017,570
Natural gas                                                    30,548       28,396       140,931       74,292
Competitive businesses                                        473,890      444,704     1,143,388      857,418
                                                           ----------   ----------    ----------   ----------
TOTAL                                                       2,495,276    2,137,788     5,147,702    3,949,280
                                                           ----------   ----------    ----------   ----------

                  OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                               1,025,619      464,436     2,151,481      962,190
   Purchased power                                            245,895      502,521       609,774      872,064
   Nuclear refueling outage expenses                           23,077       16,629        40,283       35,186
   Other operation and maintenance                            448,610      450,223       919,069      827,634
Decommissioning                                                 8,903        6,169        17,804       17,106
Taxes other than income taxes                                  89,662       83,540       192,125      163,158
Depreciation and amortization                                 183,372      178,749       386,448      357,025
Other regulatory charges (credits) - net                        8,389       (5,900)        3,546      (20,506)
Amortization of rate deferrals                                  4,699        7,883         9,153       15,279
                                                           ----------   ----------    ----------   ----------
TOTAL                                                       2,038,226    1,704,250     4,329,683    3,229,136
                                                           ----------   ----------    ----------   ----------

OPERATING INCOME                                              457,050      433,538       818,019      720,144
                                                           ----------   ----------    ----------   ----------

                     OTHER INCOME
Allowance for equity funds used during construction             6,644        8,041        11,587       15,735
Gain on sale of assets - net                                   11,759       21,057        12,348       21,574
Equity in earnings of unconsolidated equity affiliates         70,780            -        95,543            -
Miscellaneous - net                                            46,527       73,651       102,220      102,633
                                                           ----------   ----------    ----------   ----------
TOTAL                                                         135,710      102,749       221,698      139,942
                                                           ----------   ----------    ----------   ----------

              INTEREST AND OTHER CHARGES
Interest on long-term debt                                    130,732      118,462       259,703      232,121
Other interest - net                                           51,386       23,369        99,300       43,652
Distributions on preferred securities of subsidiary             4,709        4,709         9,419        9,419
Allowance for borrowed funds used during construction          (5,492)      (5,889)       (9,431)     (11,977)

                                                           ----------   ----------    ----------   ----------
TOTAL                                                         181,335      140,651       358,991      273,215
                                                           ----------   ----------    ----------   ----------

INCOME BEFORE INCOME TAXES                                    411,425      395,636       680,726      586,871

Income taxes                                                  165,842      149,863       274,272      232,688
                                                           ----------   ----------    ----------   ----------

CONSOLIDATED NET INCOME                                       245,583      245,773       406,454      354,183

Preferred dividend requirements and other                       6,677        8,581        13,393       18,131
                                                           ----------   ----------    ----------   ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                                 $238,906     $237,192      $393,061     $336,052
                                                           ==========   ==========    ==========   ==========
Earnings per average common share:
    Basic                                                       $1.08        $1.04         $1.78        $1.45
    Diluted                                                     $1.06        $1.04         $1.75        $1.45
Dividends declared per common share                             $0.32        $0.30         $0.63        $0.60
Average number of common shares outstanding:
    Basic                                                 221,113,598  228,097,385   220,518,674  232,352,915
    Diluted                                               225,706,421  228,152,627   224,749,374  232,382,112

See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                      ENTERGY CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the Six Months Ended June 30, 2001 and 2000
                                  (Unaudited)

                                                                               2001        2000
                                                                                (In Thousands)

                          OPERATING ACTIVITIES
<S>                                                                          <C>          <C>
Consolidated net income                                                      $406,454     $354,183
Noncash items included in net income:
  Amortization of rate deferrals                                                9,153       15,279
  Reserve for regulatory adjustments                                           50,533       37,113
  Other regulatory charges (credits) - net                                      3,546      (20,506)
  Depreciation, amortization, and decommissioning                             404,252      374,131
  Deferred income taxes and investment tax credits                             (6,673)     (25,070)
  Allowance for equity funds used during construction                         (11,587)     (15,735)
  Gain on sale of assets - net                                                (12,348)     (21,574)
  Equity in earnings of unconsolidated equity affiliates                      (95,543)           -
Changes in working capital:
  Receivables                                                                  55,382     (219,406)
  Fuel inventory                                                              (19,701)     (28,416)
  Accounts payable                                                           (433,769)     185,462
  Taxes accrued                                                               230,308      131,612
  Interest accrued                                                             (2,697)      26,391
  Deferred fuel                                                               217,152      (52,215)
  Other working capital accounts                                             (115,947)      59,295
Provision for estimated losses and reserves                                   (10,890)     (28,396)
Changes in other regulatory assets                                           (139,361)     (32,028)
Other                                                                          72,435       99,715
                                                                            ---------    ---------
Net cash flow provided by operating activities                                600,699      839,835
                                                                            ---------    ---------

                          INVESTING ACTIVITIES
Construction/capital expenditures                                            (583,782)    (822,584)
Allowance for equity funds used during construction                            11,587       15,735
Nuclear fuel purchases                                                        (97,126)     (73,533)
Proceeds from sale/leaseback of nuclear fuel                                   60,632       43,758
Proceeds from sale of businesses                                               14,000       61,519
Changes in other nonregulated/nonutility properties - net                      17,515      (98,493)
Increase in other investments                                                (621,801)           -
Proceeds from other temporary investments                                           -      298,251
Decommissioning trust contributions and realized change in trust assets       (38,842)     (26,732)
Other regulatory investments                                                  (56,722)    (101,999)
Other                                                                          43,447        5,624
                                                                            ---------    ---------
Net cash flow used in investing activities                                 (1,251,092)    (698,454)
                                                                            ---------    ---------

See Notes to Financial Statements.


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

                    ENTERGY CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
             For the Six Months Ended June 30, 2001 and 2000
                                 (Unaudited)

                                                                   2001        2000
                                                                    (In Thousands)

                    FINANCING ACTIVITIES
<S>                                                              <C>         <C>
Proceeds from the issuance of:
  Long-term debt                                                    90,382      925,889
  Common stock                                                      59,304        9,385
Retirement of long-term debt                                      (126,156)    (103,970)
Repurchase of common stock                                          (7,813)    (392,591)
Redemption of preferred and preference stock                        (4,574)    (152,493)
Changes in short-term borrowings - net                              95,000      315,000
Other                                                                9,133            -
Dividends paid:
  Common stock                                                    (134,760)    (139,585)
  Preferred stock                                                  (11,214)     (16,715)
                                                                 ---------   ----------
Net cash flow provided by (used in) financing activities           (30,698)     444,920
                                                                 ---------   ----------

Effect of exchange rates on cash and cash equivalents               (2,638)      (2,946)
                                                                 ---------   ----------

Net increase (decrease) in cash and cash equivalents              (683,729)     583,355

Cash and cash equivalents at beginning of period                 1,382,424    1,213,719
                                                                 ---------   ----------

Cash and cash equivalents at end of period                        $698,695   $1,797,074
                                                                 =========   ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                          $351,033     $224,697
    Income taxes                                                    $6,038      $94,478
  Noncash investing and financing activities:
    Change in unrealized appreciation/(depreciation) of
     decommissioning trust assets                                  ($8,862)      $7,379
    Net assets contributed to Entergy-Koch                         $80,145            -

See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                    ENTERGY CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                                    ASSETS
                    June 30, 2001 and December 31, 2000
                                 (Unaudited)

                                                                         2001        2000
                                                                           (In Thousands)

                         CURRENT ASSETS
<S>                                                                  <C>          <C>
Cash and cash equivalents:
  Cash                                                                  $186,365     $157,550
  Temporary cash investments - at cost,
   which approximates market                                             501,583      640,038
  Special deposits                                                        10,747      584,836
                                                                     -----------  -----------
     Total cash and cash equivalents                                     698,695    1,382,424
                                                                     -----------  -----------
Notes receivable                                                             832        3,608
Accounts receivable:
  Customer                                                               498,308      497,821
  Allowance for doubtful accounts                                        (11,389)      (9,947)
  Other                                                                  186,029      395,518
  Accrued unbilled revenues                                              445,154      415,409
                                                                     -----------  -----------
     Total receivables                                                 1,118,102    1,298,801
                                                                     -----------  -----------
Deferred fuel costs                                                      450,040      568,331
Fuel inventory - at average cost                                         113,430       93,679
Materials and supplies - at average cost                                 434,126      425,357
Rate deferrals                                                             7,430       16,581
Deferred nuclear refueling outage costs                                  119,119       46,544
Prepayments and other                                                    124,922      122,690
                                                                     -----------  -----------
TOTAL                                                                  3,066,696    3,958,015
                                                                     -----------  -----------

                 OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                     573,647          214
Decommissioning trust funds                                            1,346,003    1,315,857
Non-utility property - at cost (less accumulated depreciation)           288,522      262,952
Non-regulated investments                                                146,707      189,154
Other - at cost (less accumulated depreciation)                          330,476       27,036
                                                                     -----------  -----------
TOTAL                                                                  2,685,355    1,795,213
                                                                     -----------  -----------

                 PROPERTY, PLANT AND EQUIPMENT
Electric                                                              25,498,989   25,137,562
Plant acquisition adjustment                                             382,532      390,664
Property under capital lease                                             838,899      831,822
Natural gas                                                              194,769      190,989
Construction work in progress                                            910,677      936,785
Nuclear fuel under capital lease                                         260,660      277,673
Nuclear fuel                                                             190,065      157,603
                                                                     -----------  -----------
TOTAL PROPERTY, PLANT AND EQUIPMENT                                   28,276,591   27,923,098
Less - accumulated depreciation and amortization                      11,725,598   11,477,352
                                                                     -----------  -----------
PROPERTY, PLANT AND EQUIPMENT - NET                                   16,550,993   16,445,746
                                                                     -----------  -----------

                DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                        970,223      980,266
  Unamortized loss on reacquired debt                                    175,060      183,627
  Deferred fuel costs                                                     53,522       95,661
  Other regulatory assets                                                941,917      792,515
Long-term receivables                                                     32,316       29,575
Other                                                                    890,760    1,171,278
                                                                     -----------  -----------
TOTAL                                                                  3,063,798    3,252,922
                                                                     -----------  -----------

TOTAL ASSETS                                                         $25,366,842  $25,451,896
                                                                     ===========  ===========
See Notes to Financial Statements.

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

                   ENTERGY CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                   LIABILITIES AND SHAREHOLDERS' EQUITY
                   June 30, 2001 and December 31, 2000
                               (Unaudited)

                                                                        2001        2000
                                                                          (In Thousands)

                      CURRENT LIABILITIES
<S>                                                                 <C>          <C>
Currently maturing long-term debt                                      $828,322     $464,215
Notes payable                                                           485,519      388,023
Accounts payable                                                        641,371    1,204,227
Customer deposits                                                       181,717      172,169
Taxes accrued                                                           694,974      451,811
Accumulated deferred income taxes                                       168,853      225,649
Nuclear refueling outage costs                                           16,276       10,209
Interest accrued                                                        173,189      172,033
Obligations under capital leases                                        155,803      156,907
Other                                                                   208,525      192,908
                                                                    -----------  -----------
TOTAL                                                                 3,554,549    3,438,151
                                                                    -----------  -----------

            DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                     3,307,492    3,249,083
Accumulated deferred investment tax credits                             482,702      494,315
Obligations under capital leases                                        177,737      201,873
FERC settlement - refund obligation                                      27,134       30,745
Other regulatory liabilities                                            146,765      104,841
Decommissioning                                                         772,888      749,708
Transition to competition                                               212,576      191,934
Regulatory reserves                                                     447,322      396,789
Accumulated provisions                                                  337,581      390,116
Other                                                                   699,342      853,137
                                                                    -----------  -----------
TOTAL                                                                 6,611,539    6,662,541
                                                                    -----------  -----------

Long-term debt                                                        7,305,513    7,732,093
Preferred stock with sinking fund                                        61,185       65,758
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trusts holding
  solely junior subordinated deferrable debentures                      215,000      215,000

                     SHAREHOLDERS' EQUITY
Preferred stock without sinking fund                                    334,687      334,688
Common stock, $.01 par value, authorized 500,000,000
  shares; issued 248,174,087 shares in 2001 and
  248,094,614 shares in 2000                                              2,482        2,481
Paid-in capital                                                       4,661,334    4,660,483
Retained earnings                                                     3,445,141    3,190,639
Accumulated other comprehensive loss                                   (100,433)     (75,033)
Less - treasury stock, at cost (26,496,354 shares in 2001 and
  28,490,031 shares in 2000)                                            724,155      774,905
                                                                    -----------  -----------
TOTAL                                                                 7,619,056    7,338,353
                                                                    -----------  -----------

Commitments and Contingencies (Notes 1 and 2)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                          $25,366,842  $25,451,896
                                                                    ===========  ===========
See Notes to Financial Statements.

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

                  ENTERGY CORPORATION AND SUBSIDIARIES
   CONSOLIDATED STATEMENTS OF RETAINED EARNINGS, COMPREHENSIVE INCOME,
                          AND PAID-IN CAPITAL
        For the Three and Six Months Ended June 30, 2001 and 2000
                               (Unaudited)

                                                                             Three Months Ended
                                                                        2001                     2000
                                                                               (In Thousands)
                     RETAINED EARNINGS
<S>                                                            <C>          <C>         <C>          <C>
Retained Earnings - Beginning of period                        $3,275,548               $2,814,499
    Add  - Earnings applicable to common stock                    238,906   $238,906       237,192   $237,192
    Deduct:
        Dividends declared on common stock                         69,679                   68,393
        Capital stock and other expenses                             (366)                     803
                                                               ----------               ----------
              Total                                                69,313                   69,196
                                                               ----------               ----------
Retained Earnings - End of period                              $3,445,141               $2,982,495
                                                               ==========               ==========
             ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
Balance at beginning of period                                  ($117,968)                ($79,447)
Net derivative instrument fair value changes
  arising during the period                                        20,645     20,645             -          -
Foreign currency translation adjustments                           (1,608)    (1,608)         (322)      (322)
Net unrealized investment gains (losses)                           (1,502)    (1,502)        3,683      3,683
                                                               ----------   --------    ----------   --------
Balance at end of period:
  Accumulated derivative instrument fair value changes            (21,868)                       -
  Other accumulated comprehensive income (loss) items             (78,565)                 (76,086)
                                                               ----------               ----------
     Total                                                      ($100,433)  --------      ($76,086)  --------
Comprehensive Income                                           ==========   $256,441    ==========   $240,553
                                                                            ========                 ========
                      PAID-IN CAPITAL
Paid-in Capital - Beginning of period                          $4,663,923               $4,636,474
    Add:  Common stock issuances related to stock plans            (2,589)                     (67)
                                                               ----------               ----------
Paid-in Capital - End of period                                $4,661,334               $4,636,407
                                                               ==========               ==========

                                                                              Six Months Ended
                                                                        2001                     2000
                                                                               (In Thousands)
                     RETAINED EARNINGS
Retained Earnings - Beginning of period                        $3,190,639               $2,786,467
    Add  - Earnings applicable to common stock                    393,061   $393,061       336,052   $336,052
    Deduct:
        Dividends declared on common stock                        138,925                  140,051
        Capital stock and other expenses                             (366)                     (27)
                                                               ----------               ----------
              Total                                               138,559                  140,024
                                                               ----------               ----------
Retained Earnings - End of period                              $3,445,141               $2,982,495
                                                               ==========               ==========
             ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
Balance at beginning of period                                   ($75,033)                ($73,805)
Cumulative effect to January 1, 2001 of accounting
  change regarding fair value of derivative instruments           (29,067)         -             -          -
Net derivative instrument fair value changes
  arising during the period                                         7,199      7,199             -          -
Foreign currency translation adjustments                           (3,635)    (3,635)       (1,029)    (1,029)
Net unrealized investment gains (losses)                              103        103        (1,252)    (1,252)
                                                               ----------   --------    ----------   --------
Balance at end of period:
  Accumulated derivative instrument fair value changes            (21,868)                       -
  Other accumulated comprehensive income (loss) items             (78,565)                 (76,086)
                                                               ----------               ----------
     Total                                                      ($100,433)  --------      ($76,086)  --------
Comprehensive Income                                           ==========   $396,728    ==========   $333,771
                                                                            ========                 ========
                      PAID-IN CAPITAL
Paid-in Capital - Beginning of period                          $4,660,483               $4,636,163
    Add:  Common stock issuances related to stock plans               851                      244
                                                               ----------               ----------
Paid-in Capital - End of period                                $4,661,334               $4,636,407
                                                               ==========               ==========

See Notes to Financial Statements.

</TABLE>
<PAGE>

		   ENTERGY CORPORATION AND SUBSIDIARIES
		       SELECTED OPERATING RESULTS
	For the Three and Six Months Ended June 30, 2001 and 2000
			         (Unaudited)


                                  Three Months Ended    Increase/
         Description              2001         2000     (Decrease)      %
                                     (In Millions)
Domestic Electric Operating Revenues:
  Residential                   $ 617.2      $ 524.9      $ 92.3        18
  Commercial                      481.4        387.7        93.7        24
  Industrial                      652.9        497.1       155.8        31
  Governmental                     53.7         41.3        12.4        30
			      ---------    ---------     -------
    Total retail                1,805.2      1,451.0       354.2        24
  Sales for resale                 94.4         92.9         1.5         2
  Other                            91.2        120.8       (29.6)      (25)
			      ---------    ---------     -------
    Total                     $ 1,990.8    $ 1,664.7     $ 326.1        20
                              =========    =========     =======

Billed Electric Energy
 Sales (GWH):
  Residential                     6,733        6,857        (124)       (2)
  Commercial                      5,908        5,880          28         -
  Industrial                     10,710       11,021        (311)       (3)
  Governmental                      630          635          (5)       (1)
			      ---------    ---------     -------
    Total retail                 23,981       24,393        (412)       (2)
  Sales for resale                2,182        2,523        (341)      (14)
			      ---------    ---------     -------
    Total                        26,163       26,916        (753)       (3)
                              =========    =========     =======


                                 Six Months Ended      Increase/
         Description            2001         2000     (Decrease)         %
                                  (In Millions)
Domestic Electric Operating Revenues:
  Residential                 $ 1,252.2      $ 993.1     $ 259.1        26
  Commercial                      932.9        734.6       198.3        27
  Industrial                    1,306.5        950.5       356.0        37
  Governmental                    107.2         80.1        27.1        34
			      ---------    ---------     -------
    Total retail                3,598.8      2,758.3       840.5        30
  Sales for resale                216.8        176.1        40.7        23
  Other                            47.8         83.2       (35.4)      (43)
			      ---------    ---------     -------
    Total                     $ 3,863.4    $ 3,017.6     $ 845.8        28
                              =========    =========     =======

Billed Electric Energy
 Sales (GWH):
  Residential                    14,269       13,369         900         7
  Commercial                     11,482       11,160         322         3
  Industrial                     21,022       21,638        (616)       (3)
  Governmental                    1,245        1,222          23         2
			      ---------    ---------     -------
    Total retail                 48,018       47,389         629         1
  Sales for resale                4,631        4,795        (164)       (3)
			      ---------    ---------     -------
    Total                        52,649       52,184         465         1
                              =========    =========     =======



<PAGE>

                          ENTERGY ARKANSAS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Net Income

     Net income increased for the three months ended June 30, 2001 compared
to  the  three months ended June 30, 2000 primarily due to decreased  other
operation and maintenance expenses, which includes the reversal of Arkansas
ice  storm  costs  discussed below.  The decrease was partially  offset  by
increased other regulatory charges and increased interest charges.

Revenues and Sales

      The  changes  in electric operating revenues for the  three  and  six
months ended June 30, 2001 are as follows:

                                 Three Months Ended    Six Months Ended
         Description             Increase/(Decrease)  Increase/(Decrease)
                                              (In Millions)

Base rate changes                       ($1.3)           ($10.6)
Rate riders                               1.0               4.3
Fuel cost recovery                       22.9              42.4
Sales volume/weather                      6.4              26.3
Other revenue (including unbilled)        0.9              (8.1)
Sales for resale                        (24.6)             (2.1)
                                        -----             -----
   Total                                 $5.3             $52.2
                                        =====             =====

Base rate changes

     Base rate changes decreased revenues for the six months ended June 30,
2001  primarily due to the effect of block rates for residential  customers
and lower prices for industrial and commercial customers.  The decrease  in
rates  is  offset by increased revenues from favorable volume  and  weather
from those customers as discussed below.

Fuel cost recovery

      Entergy  Arkansas  is allowed to recover certain fuel  and  purchased
power  costs  through fuel mechanisms included in electric rates  that  are
recorded  as fuel cost recovery revenues.  The difference between  revenues
collected  and  current  fuel and purchased power  costs  is  reflected  as
deferred  fuel  costs on Entergy Arkansas' financial statements  such  that
these costs generally have no net effect on earnings.

      Fuel cost recovery revenue increased for the three months ended  June
30, 2001 primarily due to an increase in the energy cost rate, which became
effective  in  April  2001.  The increase in the energy  cost  rate  allows
Entergy Arkansas to recover previously under-recovered fuel expenses.

     Fuel cost recovery revenue increased for the six months ended June 30,
2001  primarily  due  to increases in the energy cost  rate,  which  became
effective in April 2000 and April 2001.

<PAGE>

                          ENTERGY ARKANSAS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Sales volume/weather

     Electric sales volume increased revenues for the three and six  months
ended  June  30,  2001  due to increased usage  of  96  GWH  and  190  GWH,
respectively,  in the residential and commercial sectors.   Electric  sales
vary  seasonally  in response to weather and usually peak  in  the  summer.
Favorable  weather also increased electric sales for the six  months  ended
June  30,  2001.   The effect of colder-than-normal winter weather  in  the
first  quarter of 2001 contributed 322 GWH to the increase in electric sales
volume in the residential and commercial sectors for the six  months
ended June 30, 2001.

Other revenue (including unbilled)

      Unbilled  revenue decreased for the six months ended  June  30,  2001
primarily  due  to  the  effect of less favorable  weather  on  the  period
included  in  the  June 2001 unbilled revenue calculation compared  to  the
calculation in the prior year.

Sales for resale

      Sales  for resale decreased for the three months ended June 30,  2001
primarily  due to a decrease in sales volume to affiliated companies  as  a
result  of  decreased generation, coupled with a decrease  in  the  average
market price of energy.

Expenses

Fuel and purchased power

      Fuel  and purchased power expenses increased for the six months ended
June 30, 2001 primarily due to:

     o increased market prices of natural gas and purchased power; and
     o the effect on 2000 expenses of a $23.5 million true-up of the deferred
       fuel balance made in the first quarter of 2000 as a result of the
       energy cost recovery filing.

Other operation and maintenance

      Other  operation  and maintenance expenses decreased  for  the  three
months ended June 30, 2001 primarily due to:

     o a decrease in property insurance expense of $24.5 million due to a
       reversal, upon recommendation from the APSC, of ice storm costs
       previously charged to expense in December 2000 (these costs are now
       reflected as regulatory assets on Entergy Arkansas' balance sheet); and
     o a decrease in overhead line maintenance expense of $4.8 million due to
       decreased vegetation maintenance spending.

      Other operation and maintenance expenses decreased for the six months
ended June 30, 2001 primarily due to:

     o a decrease in property insurance expense of $24.5 million due to a
       reversal, upon recommendation from the APSC, of ice storm costs
       previously charged to expense in December 2000 (these costs are
       now reflected as regulatory assets on Entergy Arkansas' balance
       sheet);
     o a decrease in overhead line maintenance expense of $6.1 million due to
       decreased vegetation maintenance spending; and
     o a decrease in nuclear operation expense of $4.8 million primarily due
       to decreased industry support and operation spending, staff reduction,
       and a refueling outage at ANO 1 in March and April 2001.

<PAGE>
                          ENTERGY ARKANSAS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Other regulatory charges (credits)

      Other regulatory charges increased for the three and six months ended
June  30, 2001 primarily due to a transition cost account accrual of  $10.9
million  to  reflect 2000 excess earnings.  The accrual resulted  partially
from  the  APSC's  recommendation (discussed above) that  ice  storm  costs
charged to expense in 2000 should be reversed, which caused an increase  in
the final determination of excess earnings for 2000.

      Other regulatory credits also decreased for the six months ended June
30,  2001  due to an increase in the Grand Gulf 1 rider, which  allows  for
increased recovery of Grand Gulf 1 costs effective January 2001.

Other

Other income

     Other  income  decreased for the three and six months ended  June  30,
2001  primarily  due to a decrease in the allowance for equity  funds  used
during  construction due to a lower construction work in  progress  balance
during  2001 compared to the same period in 2000.  The construction balance
was  lower  because the ANO 2 replacement steam generators were  placed  in
service  in  late  2000.  The decrease was partially  offset  by  increased
interest income recorded on the deferred fuel balance.

Interest and other charges

      Interest  and  other charges increased for the three and  six  months
ended June 30, 2001 due to:

     o interest expense on intercompany money pool borrowings;
     o interest expense on a $63 million credit facility obtained in January
       2001; and
     o an unfavorable decrease in the allowance for borrowed funds used
       during construction because of the lower construction work in progress
       balance during 2001.

Income taxes

      The  effective income tax rates for the three months ended  June  30,
2001 and 2000 were 40.8% and 38.5%, respectively. The effective income  tax
rates for the six months ended June 30, 2001 and 2000 were 41.3% and 39.6%,
respectively.   The  increases  in the effective  tax  rates  were  due  to
decreased  tax  benefits from the allowance for equity  funds  used  during
construction as well as decreased flow-through and permanent tax  benefits.
The increases were partially offset by increased depreciation tax benefits.

<PAGE>
<TABLE>
<CAPTION>

                          ENTERGY ARKANSAS, INC.
                             INCOME STATEMENTS
         For the Three and Six Months Ended June 30, 2001 and 2000
                                (Unaudited)

                                                           Three Months Ended     Six Months Ended
                                                            2001       2000      2001         2000
                                                             (In Thousands)        (In Thousands)

                  OPERATING REVENUES
<S>                                                       <C>        <C>        <C>         <C>
Domestic electric                                         $453,108   $447,823   $846,907    $794,700
                                                          --------   --------   --------    --------
                  OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                              107,414    102,179    178,162     149,856
   Purchased power                                         120,412    120,163    244,510     218,960
   Nuclear refueling outage expenses                         7,716      6,439     14,537      12,878
   Other operation and maintenance                          65,279     99,583    136,824     175,508
Decommissioning                                                  -     (2,741)        (3)       (713)
Taxes other than income taxes                                8,664      8,979     17,428      17,695
Depreciation and amortization                               39,388     41,695     86,023      82,996
Other regulatory charges (credits) - net                       117    (11,405)    (6,339)    (22,170)
                                                          --------   --------   --------    --------
TOTAL                                                      348,990    364,892    671,142     635,010
                                                          --------   --------   --------    --------

OPERATING INCOME                                           104,118     82,931    175,765     159,690
                                                          --------   --------   --------    --------

                     OTHER INCOME
Allowance for equity funds used during construction          1,548      3,842      2,639       7,420
Miscellaneous - net                                            976        695      4,783       2,239
                                                          --------   --------   --------    --------
TOTAL                                                        2,524      4,537      7,422       9,659
                                                          --------   --------   --------    --------

              INTEREST AND OTHER CHARGES
Interest on long-term debt                                  21,868     23,229     44,304      44,134
Other interest - net                                         5,115      2,111      8,505       4,408
Distributions on preferred securities of subsidiary          1,275      1,275      2,550       2,550
Allowance for borrowed funds used during construction       (1,004)    (2,512)    (1,715)     (4,816)
                                                          --------   --------   --------    --------
TOTAL                                                       27,254     24,103     53,644      46,276
                                                          --------   --------   --------    --------

INCOME BEFORE INCOME TAXES                                  79,388     63,365    129,543     123,073

Income taxes                                                32,350     24,387     53,527      48,781
                                                          --------   --------   --------    --------

NET INCOME                                                  47,038     38,978     76,016      74,292

Preferred dividend requirements and other                    1,944      1,944      3,888       3,888
                                                          --------   --------   --------    --------

EARNINGS APPLICABLE TO
COMMON STOCK                                               $45,094    $37,034    $72,128     $70,404
                                                          ========   ========   ========    ========
See Notes to Financial Statements.


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

                          ENTERGY ARKANSAS, INC.
                         STATEMENTS OF CASH FLOWS
              For the Six Months Ended June 30, 2001 and 2000
                                (Unaudited)

                                                                     2001          2000
                                                                      (In Thousands)

                  OPERATING ACTIVITIES
<S>                                                                <C>          <C>
Net income                                                          $76,016      $74,292
Noncash items included in net income:
  Other regulatory credits - net                                     (6,339)     (22,170)
  Depreciation, amortization, and decommissioning                    86,020       82,283
  Deferred income taxes and investment tax credits                    9,611       (7,228)
  Allowance for equity funds used during construction                (2,639)      (7,420)
Changes in working capital:
  Receivables                                                        11,851      (51,535)
  Fuel inventory                                                      6,417         (122)
  Accounts payable                                                  (45,335)     (46,445)
  Taxes accrued                                                      41,001       47,006
  Interest accrued                                                     (503)       5,535
  Deferred fuel costs                                                38,828       15,754
  Other working capital accounts                                       (310)      21,053
Provision for estimated losses and reserves                          (4,009)      (2,577)
Changes in other regulatory assets                                 (108,297)     (17,793)
Changes in other deferred credits                                    29,225           19
Other                                                                28,913       33,356
                                                                   --------     --------
Net cash flow provided by operating activities                      160,450      124,008
                                                                   --------     --------

                  INVESTING ACTIVITIES
Construction expenditures                                          (117,970)    (156,875)
Allowance for equity funds used during construction                   2,639        7,420
Nuclear fuel purchases                                              (19,103)        (148)
Proceeds from sale/leaseback of nuclear fuel                         19,103          148
Decommissioning trust contributions and realized
    change in trust assets                                           (4,379)      (5,670)
Other regulatory investments                                        (16,796)     (14,313)
                                                                   --------     --------
Net cash flow used in investing activities                         (136,506)    (169,438)
                                                                   --------     --------

                  FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                              -       99,487
Dividends paid:
  Common stock                                                      (11,500)      (5,600)
  Preferred stock                                                    (1,944)      (1,859)
                                                                   --------     --------
Net cash flow provided by (used in) financing activities            (13,444)      92,028
                                                                   --------     --------

Net increase in cash and cash equivalents                            10,500       46,598

Cash and cash equivalents at beginning of period                      7,838        6,862
                                                                   --------     --------

Cash and cash equivalents at end of period                          $18,338      $53,460
                                                                   ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                              $53,353      $43,037
  Income taxes                                                          ($3)       ($883)
 Noncash investing and financing activities:
  Change in unrealized appreciation/(depreciation) of
   decommissioning trust assets                                     ($3,877)      $4,506

See Notes to Financial Statements.

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

                         ENTERGY ARKANSAS, INC.
                             BALANCE SHEETS
                                  ASSETS
                    June 30, 2001 and December 31, 2000
                               (Unaudited)

                                                                      2001           2000
                                                                        (In Thousands)

                       CURRENT ASSETS
<S>                                                               <C>            <C>
Cash and cash equivalents                                            $18,338         $7,838
Accounts receivable:
  Customer                                                            90,037         98,550
  Allowance for doubtful accounts                                     (1,667)        (1,667)
  Associated companies                                                22,248         22,286
  Other                                                               11,052         26,221
  Accrued unbilled revenues                                           77,756         65,887
                                                                  ----------     ----------
    Total accounts receivable                                        199,426        211,277
                                                                  ----------     ----------
Deferred fuel costs                                                   80,938        102,970
Fuel inventory - at average cost                                       3,392          9,809
Materials and supplies - at average cost                              76,050         80,682
Deferred nuclear refueling outage costs                               28,446         23,541
Prepayments and other                                                 11,901          5,540
                                                                  ----------     ----------
TOTAL                                                                418,491        441,657
                                                                  ----------     ----------

               OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                  11,217         11,217
Decommissioning trust funds                                          356,354        355,852
Non-utility property - at cost (less accumulated depreciation)         1,467          1,469
Other - at cost (less accumulated depreciation)                        2,975          3,032
                                                                  ----------     ----------
TOTAL                                                                372,013        371,570
                                                                  ----------     ----------

                        UTILITY PLANT
Electric                                                           5,300,698      5,274,066
Property under capital lease                                          39,184         40,289
Construction work in progress                                        146,500         87,389
Nuclear fuel under capital lease                                      91,008        107,023
Nuclear fuel                                                          10,118          6,720
                                                                  ----------     ----------
TOTAL UTILITY PLANT                                                5,587,508      5,515,487
Less - accumulated depreciation and amortization                   2,586,180      2,534,463
                                                                  ----------     ----------
UTILITY PLANT - NET                                                3,001,328      2,981,024
                                                                  ----------     ----------

              DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                    168,713        162,952
  Unamortized loss on reacquired debt                                 42,597         44,428
  Other regulatory assets                                            324,341        221,805
Other                                                                  9,823          4,775
                                                                  ----------     ----------
TOTAL                                                                545,474        433,960
                                                                  ----------     ----------

TOTAL ASSETS                                                      $4,337,306     $4,228,211
                                                                  ==========     ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         ENTERGY ARKANSAS, INC.
                             BALANCE SHEETS
                   LIABILITIES AND SHAREHOLDERS' EQUITY
                   June 30, 2001 and December 31, 2000
                               (Unaudited)

                                                                     2001           2000
                                                                        (In Thousands)

                     CURRENT LIABILITIES
<S>                                                                <C>           <C>
Currently maturing long-term debt                                     $85,000          $100
Notes payable                                                             667           667
Accounts payable:
  Associated companies                                                212,877        94,776
  Other                                                                67,877       231,313
Customer deposits                                                      34,643        29,775
Taxes accrued                                                          81,264        40,263
Accumulated deferred income taxes                                      43,040        55,127
Interest accrued                                                       27,121        27,624
Obligations under capital leases                                       46,091        45,962
Other                                                                  25,214        14,942
                                                                   ----------    ----------
TOTAL                                                                 623,794       540,549
                                                                   ----------    ----------

           DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                     748,179       715,891
Accumulated deferred investment tax credits                            85,751        88,264
Obligations under capital leases                                       84,101       101,350
Transition to competition                                             133,478       119,553
Accumulated provisions                                                 38,384        42,393
Other                                                                  93,492        64,267
                                                                   ----------    ----------
TOTAL                                                               1,183,385     1,131,718
                                                                   ----------    ----------

Long-term debt                                                      1,158,866     1,239,712
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trust holding
  solely junior subordinated deferrable debentures                     60,000        60,000

                    SHAREHOLDERS' EQUITY
Preferred stock without sinking fund                                  116,350       116,350
Common stock, $0.01 par value, authorized 325,000,000
     shares; issued and outstanding 46,980,196 shares in 2001
  and 2000                                                                470           470
Paid-in capital                                                       591,127       591,127
Retained earnings                                                     603,314       548,285
                                                                   ----------    ----------
TOTAL                                                               1,311,261     1,256,232
                                                                   ----------    ----------

Commitments and Contingencies (Notes 1 and 2)

              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $4,337,306    $4,228,211
                                                                   ==========    ==========
See Notes to Financial Statements.

</TABLE>
<PAGE>

                           ENTERGY ARKANSAS, INC.
                        SELECTED OPERATING RESULTS
           For the Three and Six Months Ended June 30, 2001 and 2000
                               (Unaudited)


                                  Three Months Ended      Increase/
          Description               2001       2000      (Decrease)     %
                                    (In Millions)
Electric Operating Revenues:
  Residential                     $ 124.3   $ 112.4        $ 11.9       11
  Commercial                         81.0      72.3           8.7       12
  Industrial                         91.8      83.9           7.9        9
  Governmental                        4.2       3.7           0.5       14
                                  -------   -------        ------
    Total retail                    301.3     272.3          29.0       11
  Sales for resale
     Associated companies            70.1      93.4         (23.3)     (25)
     Non-associated companies        47.8      49.1          (1.3)      (3)
  Other                              33.9      33.0           0.9        3
                                  -------   -------        ------
    Total                         $ 453.1   $ 447.8         $ 5.3        1
                                  =======   =======        ======
Billed Electric Energy
 Sales (GWH):
  Residential                       1,383     1,302            81        6
  Commercial                        1,213     1,161            52        4
  Industrial                        1,687     1,714           (27)      (2)
  Governmental                         60        58             2        3
                                  -------   -------        ------
    Total retail                    4,343     4,235           108        3
  Sales for resale
     Associated companies           1,953     2,584          (631)     (24)
     Non-associated companies       1,296     1,341           (45)      (3)
                                  -------   -------        ------
    Total                           7,592     8,160          (568)      (7)
                                  =======   =======        ======

                                   Six Months Ended     Increase/
          Description              2001       2000     (Decrease)     %
                                    (In Millions)
Electric Operating Revenues:
  Residential                     $ 264.3   $ 230.1        $ 34.2       15
  Commercial                        149.5     134.5          15.0       11
  Industrial                        170.0     157.5          12.5        8
  Governmental                        7.7       7.0           0.7       10
                                  -------   -------        ------
    Total retail                    591.5     529.1          62.4       12
  Sales for resale
     Associated companies           119.7     138.5         (18.8)     (14)
     Non-associated companies       107.6      90.9          16.7       18
  Other                              28.1      36.2          (8.1)     (22)
                                  -------   -------        ------
    Total                         $ 846.9   $ 794.7        $ 52.2        7
                                  =======   =======        ======
Billed Electric Energy
 Sales (GWH):
  Residential                       3,237     2,852           385       13
  Commercial                        2,363     2,237           126        6
  Industrial                        3,347     3,366           (19)      (1)
  Governmental                        117       112             5        4
                                  -------   -------        ------
    Total retail                    9,064     8,567           497        6
  Sales for resale
     Associated companies           3,080     4,265        (1,185)     (28)
     Non-associated companies       2,627     2,491           136        5
                                  -------   -------        ------
    Total                          14,771    15,323          (552)      (4)
                                  =======   =======        ======





<PAGE>

                         ENTERGY GULF STATES, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Net Income

     Net income decreased for the three months ended June 30, 2001 compared
to the three months ended June 30, 2000 primarily due to decreased unbilled
revenue,  increased other operation and maintenance expenses, and increased
interest expense, partially offset by increases in sales for resale and
interest income.

      Net  income increased for the six months ended June 30, 2001 compared
to  the  six  months  ended June 30, 2000 primarily due  to  increases in net
revenue and interest income, partially offset by increased interest expense.

Revenues and Sales

Electric operating revenues

      The  changes  in electric operating revenues for the  three  and  six
months ended June 30, 2001 are as follows:

                                Three Months Ended    Six Months Ended
         Description            Increase/(Decrease)  Increase/(Decrease)
                                             (In Millions)

Base rate changes                        $0.8               ($0.9)
Fuel cost recovery                      149.4               320.6
Sales volume/weather                     (3.8)               11.6
Other revenue (including unbilled)      (19.0)              (12.4)
Sales for resale                         14.1                50.7
                                       ------              ------
   Total                               $141.5              $369.6
                                       ======              ======

Fuel cost recovery

     Entergy  Gulf States is allowed to recover certain fuel and  purchased
power  costs  through fuel mechanisms included in electric rates  that  are
recorded  as fuel cost recovery revenues.  The difference between  revenues
collected  and  current  fuel and purchased power  costs  is  reflected  as
deferred fuel costs on Entergy Gulf States' financial statements such  that
these costs generally have no net effect on earnings.

     Fuel  cost  recovery revenues increased for the three and  six  months
ended  June  30,  2001 in both operational jurisdictions  of  Entergy  Gulf
States.   In  the Louisiana jurisdiction, fuel recovery revenues  increased
$103.1  million and $243.8 million for the three and six months ended  June
30, 2001, respectively, due to the current period recovery through the fuel
adjustment  clause  of  higher fuel and purchased power  costs  from  prior
months.  In the Louisiana jurisdiction, these fuel costs are recovered on a
two-month  lag.   In  the Texas jurisdiction, fuel cost  recovery  revenues
increased  $46.3  million and $76.8 million for the three  and  six  months
ended  June  30,  2001, respectively, due to increases in  the  fixed  fuel
factor  in  August 2000 and March 2001 and due to a fuel recovery surcharge
which became effective in February 2001.

<PAGE>


                         ENTERGY GULF STATES, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Sales volume/weather

     Electric sales vary seasonally in response to weather and usually peak
in the summer.  Electric sales volume increased revenues for the six months
ended  June 30, 2001 due to more favorable weather.  The effect of  colder-
than-normal  winter weather in the first quarter of 2001 and slightly  more
favorable  weather in the second quarter of 2001 across both  jurisdictions
contributed  229 GWH to  the increase in electric sales volume  in  the
residential and commercial sectors.

Other revenue (including unbilled)

      Other  revenue  decreased for the three months ended  June  30,  2001
primarily  due  to decreases in unbilled revenue as a result  of  decreased
fuel  prices  in the Louisiana jurisdiction in the period included  in  the
June  2001 unbilled revenue calculation compared to the calculation in  the
prior period, and decreased wholesale unbilled volume, particularly in  the
Texas jurisdiction.

      Other  revenue  decreased  for the six months  ended  June  30,  2001
primarily  due  to decreases in unbilled revenue as a result  of  decreased
volume  for  retail customers in the Louisiana jurisdiction  and  wholesale
customers  in  the Texas jurisdiction, partially offset by  increased  fuel
prices for the Louisiana jurisdiction.

Sales for resale

     Sales for resale increased for the three and six months ended June 30,
2001 primarily due to:

     o increased sales volume to municipal and co-op customers;
     o increased prices for resale electricity in 2001; and
     o increased sales volume to affiliated customers because more power was
       available for sale.

Included  in the sales for resale is the sale to adjoining utility  systems
of power from the 30% share of River Bend acquired from Cajun, which is not
subject to state rate regulation.

Gas operating revenues

     Gas  operating revenues increased for the three and six  months  ended
June  30,  2001  due  to  the increased market price  of  natural  gas  and
increased sales volume.  The increase in gas revenues was largely offset by
increased fuel expenses for gas purchased for resale.

Expenses

Fuel and purchased power

     Fuel and purchased power expenses increased for the three and six
months ended June 30, 2001 due to

     o higher average market prices for natural gas, which increased 26% and
       74%, respectively, over the same periods of 2000; and
     o higher market prices for purchased power.


<PAGE>

                         ENTERGY GULF STATES, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Other operation and maintenance

     Other  operation  and  maintenance expenses increased  for  the  three
months ended June 30, 2001 primarily due to:

     o increased transmission and distribution expenses of $2.7 million and
       $2.0 million, respectively; and
     o increased nuclear operation and maintenance expenses of $3.1 million.

Other

Other income

     Other income increased $5.8 million and $9.1 million for the three and
six  months  ended June 30, 2001, respectively, primarily due to  increased
interest income recorded on the deferred fuel balance.

Interest charges

     Interest charges increased for the three and six months ended June 30,
2001  primarily  due to the issuance of $300 million of long-term  debt  in
June 2000.

Income taxes

     The  effective  income tax rates for the three months ended  June  30,
2001 and 2000 were 35.0% and 32.8%, respectively. The effective income  tax
rates for the six months ended June 30, 2001 and 2000 were 36.1% and 35.4%,
respectively.

<PAGE>
<TABLE>
<CAPTION>

                          ENTERGY GULF STATES, INC.
                             INCOME STATEMENTS
          For the Three and Six Months Ended June 30, 2001 and 2000
                                (Unaudited)

                                                            Three Months Ended       Six Months Ended
                                                             2001       2000       2001           2000
                                                              (In Thousands)          (In Thousands)

                  OPERATING REVENUES
<S>                                                        <C>        <C>        <C>           <C>
Domestic electric                                          $721,597   $580,103   $1,420,473    $1,050,905
Natural gas                                                   9,296      6,283       44,896        18,697
                                                           --------   --------   ----------    ----------
TOTAL                                                       730,893    586,386    1,465,369     1,069,602
                                                           --------   --------   ----------    ----------

                  OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                               306,998    168,989      600,165       360,540
   Purchased power                                          125,903    115,145      267,855       187,280
   Nuclear refueling outage expenses                          3,021      3,090        6,111         8,583
   Other operation and maintenance                          108,159    100,340      201,413       197,240
Decommissioning                                               1,561      1,568        3,123         3,136
Taxes other than income taxes                                27,563     27,904       58,559        54,758
Depreciation and amortization                                45,190     46,560       94,951        93,378
Other regulatory credits - net                                 (466)    (3,645)      (7,356)      (11,790)
Amortization of rate deferrals                                1,402      1,402        2,803         2,803
                                                           --------   --------   ----------    ----------
TOTAL                                                       619,331    461,353    1,227,624       895,928
                                                           --------   --------   ----------    ----------

OPERATING INCOME                                            111,562    125,033      237,745       173,674
                                                           --------   --------   ----------    ----------

                     OTHER INCOME
Allowance for equity funds used during construction           2,342      1,745        4,167         3,486
Gain on sale of assets                                          603        532        1,188         1,047
Miscellaneous - net                                           5,131        (20)      11,652         3,410
                                                           --------   --------   ----------    ----------
TOTAL                                                         8,076      2,257       17,007         7,943
                                                           --------   --------   ----------    ----------

              INTEREST AND OTHER CHARGES
Interest on long-term debt                                   39,359     34,812       78,152        67,188
Other interest - net                                          1,858      1,705        4,195         3,110
Distributions on preferred securities of subsidiary           1,860      1,859        3,719         3,719
Allowance for borrowed funds used during construction        (2,441)    (1,602)      (4,155)       (3,213)
                                                           --------   --------   ----------    ----------
TOTAL                                                        40,636     36,774       81,911        70,804
                                                           --------   --------   ----------    ----------

INCOME BEFORE INCOME TAXES                                   79,002     90,516      172,841       110,813

Income taxes                                                 27,620     29,701       62,413        39,241
                                                           --------   --------   ----------    ----------

NET INCOME                                                   51,382     60,815      110,428        71,572

Preferred dividend requirements and other                     1,271      3,175        2,581         7,319
                                                           --------   --------   ----------    ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                                $50,111    $57,640     $107,847       $64,253
                                                           ========   ========   ==========    ==========
See Notes to Financial Statements.

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

                          ENTERGY GULF STATES, INC.
                          STATEMENTS OF CASH FLOWS
              For the Six Months Ended June 30, 2001 and 2000
                                 (Unaudited)

                                                                  2001         2000
                                                                    (In Thousands)

                  OPERATING ACTIVITIES
<S>                                                              <C>          <C>
Net income                                                       $110,428      $71,572
Noncash items included in net income:
  Amortization of rate deferrals                                    2,803        2,803
  Reserve for regulatory adjustments                                1,932         (638)
  Other regulatory credits - net                                   (7,356)     (11,790)
  Depreciation, amortization, and decommissioning                  98,074       96,514
  Deferred income taxes and investment tax credits                 10,793      (12,174)
  Allowance for equity funds used during construction              (4,167)      (3,486)
  Gain on sale of assets                                           (1,188)      (1,047)
Changes in working capital:
  Receivables                                                      (4,676)     (76,632)
  Fuel inventory                                                  (21,056)      (6,898)
  Accounts payable                                               (117,594)      25,972
  Taxes accrued                                                    55,386       19,347
  Interest accrued                                                  1,544       16,507
  Deferred fuel costs                                              66,419        8,208
  Other working capital accounts                                    7,536        5,945
Provision for estimated losses and reserves                        (3,164)      (3,075)
Changes in other regulatory assets                                (14,365)     (18,426)
Other                                                               3,539       25,931
                                                                 --------     --------
Net cash flow provided by operating activities                    184,888      138,633
                                                                 --------     --------

                  INVESTING ACTIVITIES
Construction expenditures                                        (145,421)    (138,464)
Allowance for equity funds used during construction                 4,167        3,486
Nuclear fuel purchases                                             (3,929)     (33,510)
Proceeds from sale/leaseback of nuclear fuel                        3,937       13,797
Decommissioning trust contributions and realized
    change in trust assets                                         (5,912)      (5,489)
Other regulatory investments                                      (39,926)     (33,057)
                                                                 --------     --------
Net cash flow used in investing activities                       (187,084)    (193,237)
                                                                 --------     --------

                  FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                            -      299,086
Redemption of preferred stock                                      (4,574)    (152,493)
Dividends paid:
  Common stock                                                    (34,000)     (14,200)
  Preferred stock                                                  (2,588)      (8,174)
                                                                 --------     --------
Net cash flow provided by (used in) financing activities          (41,162)     124,219
                                                                 --------     --------

Net increase (decrease) in cash and cash equivalents              (43,358)      69,615

Cash and cash equivalents at beginning of period                   68,279       32,312
                                                                 --------     --------

Cash and cash equivalents at end of period                        $24,921     $101,927
                                                                 ========     ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                            $81,891      $54,877
  Income taxes                                                       $920      $33,835
 Noncash investing and financing activities:
  Change in unrealized appreciation/(depreciation) of
   decommissioning trust assets                                   ($2,138)      $2,128

See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                         ENTERGY GULF STATES, INC.
                              BALANCE SHEETS
                                  ASSETS
                    June 30, 2001 and December 31, 2000
                                (Unaudited)

                                                              2001           2000
                                                               (In Thousands)

                     CURRENT ASSETS
<S>                                                         <C>           <C>
Cash and cash equivalents:
  Cash                                                         $20,775       $10,726
  Temporary cash investments - at cost,
    which approximates market                                    4,146        57,553
                                                            ----------    ----------
        Total cash and cash equivalents                         24,921        68,279
                                                            ----------    ----------
Accounts receivable:
  Customer                                                     129,565       125,412
  Allowance for doubtful accounts                               (2,131)       (2,131)
  Associated companies                                           4,075        27,660
  Other                                                         25,960        22,837
  Accrued unbilled revenues                                    157,369       136,384
                                                            ----------    ----------
    Total accounts receivable                                  314,838       310,162
                                                            ----------    ----------
Deferred fuel costs                                            261,633       288,126
Fuel inventory - at average cost                                58,314        37,258
Materials and supplies - at average cost                        99,425       100,018
Rate deferrals                                                   2,803         5,606
Prepayments and other                                           22,449        22,332
                                                            ----------    ----------
TOTAL                                                          784,383       831,781
                                                            ----------    ----------

             OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds                                    247,329       243,555
Non-utility property - at cost (less accumulated depreciation) 194,160       194,422
Other - at cost (less accumulated depreciation)                 15,849        14,826
                                                            ----------    ----------
TOTAL                                                          457,338       452,803
                                                            ----------    ----------

                     UTILITY PLANT
Electric                                                     7,563,192     7,574,905
Property under capital lease                                    32,446        38,564
Natural gas                                                     57,281        56,163
Construction work in progress                                  235,480       144,814
Nuclear fuel under capital lease                                47,086        57,472
                                                            ----------    ----------
TOTAL UTILITY PLANT                                          7,935,485     7,871,918
Less - accumulated depreciation and amortization             3,709,549     3,680,662
                                                            ----------    ----------
UTILITY PLANT - NET                                          4,225,936     4,191,256
                                                            ----------    ----------

            DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                              410,597       403,934
  Unamortized loss on reacquired debt                           36,112        37,903
  Other regulatory assets                                      177,107       169,405
Long-term receivables                                           28,121        29,586
Other                                                           19,834        17,349
                                                            ----------    ----------
TOTAL                                                          671,771       658,177
                                                            ----------    ----------

TOTAL ASSETS                                                $6,139,428    $6,134,017
                                                            ==========    ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         ENTERGY GULF STATES, INC.
                              BALANCE SHEETS
                  LIABILITIES AND SHAREHOLDERS' EQUITY
                   June 30, 2001 and December 31, 2000
                               (Unaudited)

                                                                           2001         2000
                                                                            (In Thousands)

                     CURRENT LIABILITIES
<S>                                                                     <C>          <C>
Currently maturing long-term debt                                         $272,750     $122,750
Accounts payable:
  Associated companies                                                      86,716       66,312
  Other                                                                    120,531      258,529
Customer deposits                                                           39,865       37,489
Taxes accrued                                                              187,754      132,368
Accumulated deferred income taxes                                           80,566       94,032
Nuclear refueling outage costs                                              16,276       10,209
Interest accrued                                                            45,083       43,539
Obligations under capital leases                                            42,277       42,524
Other                                                                       19,887       19,418
                                                                        ----------   ----------
TOTAL                                                                      911,705      827,170
                                                                        ----------   ----------

            DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                        1,152,598    1,115,119
Accumulated deferred investment tax credits                                167,383      171,000
Obligations under capital leases                                            37,256       53,512
Other regulatory liabilities                                                     -          669
Decommissioning                                                            144,062      142,604
Transition to competition                                                   79,098       72,381
Regulatory reserves                                                         62,897       60,965
Accumulated provisions                                                      64,240       67,404
Other                                                                       76,107       98,501
                                                                        ----------   ----------
TOTAL                                                                    1,783,641    1,782,155
                                                                        ----------   ----------

Long-term debt                                                           1,658,996    1,808,879
Preferred stock with sinking fund                                           26,185       30,758
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trust holding
  solely junior subordinated deferrable debentures                          85,000       85,000

                     SHAREHOLDERS' EQUITY
Preferred stock without sinking fund                                        47,677       47,677
Common stock, no par value, authorized 200,000,000
    shares; issued and outstanding 100 shares in 2001 and 2000             114,055      114,055
Paid-in capital                                                          1,153,253    1,153,195
Retained earnings                                                          358,916      285,128
                                                                        ----------   ----------
TOTAL                                                                    1,673,901    1,600,055
                                                                        ----------   ----------

Commitments and Contingencies (Notes 1 and 2)

                    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $6,139,428   $6,134,017
                                                                        ==========   ==========
See Notes to Financial Statements.

</TABLE>
<PAGE>

		        ENTERGY GULF STATES, INC.
		       SELECTED OPERATING RESULTS
        For the Three and Six Months Ended June 30, 2001 and 2000
                                (Unaudited)


                                  Three Months Ended     Increase/
         Description              2001        2000      (Decrease)       %
                                    (In Millions)
Electric Operating Revenues:
  Residential                   $ 194.4     $ 159.1       $ 35.3       22
  Commercial                      156.7       120.8         35.9       30
  Industrial                      285.3       208.2         77.1       37
  Governmental                     10.2         8.0          2.2       28
				-------     -------       ------
    Total retail                  646.6       496.1        150.5       30
  Sales for resale
     Associated companies          16.9        11.9          5.0       43
     Non-associated companies      33.5        24.4          9.1       37
  Other                            24.6        47.7        (23.1)     (48)
				-------     -------       ------
    Total                       $ 721.6     $ 580.1      $ 141.5       24
                                =======     =======       ======

Billed Electric Energy
 Sales (GWH):
  Residential                     2,017       2,100          (83)      (4)
  Commercial                      1,836       1,864          (28)      (2)
  Industrial                      4,584       4,545           39        1
  Governmental                      110         109            1        1
				-------     -------       ------
    Total retail                  8,547       8,618          (71)      (1)
  Sales for resale
     Associated companies           341         248           93       38
     Non-associated companies       736         769          (33)      (4)
				-------     -------       ------
    Total                         9,624       9,635          (11)       -
                                =======     =======       ======

                                  Six Months Ended        Increase/
         Description              2001        2000       (Decrease)     %
                                    (In Millions)
Electric Operating Revenues:
  Residential                   $ 382.8     $ 296.9       $ 85.9       29
  Commercial                      302.0       229.1         72.9       32
  Industrial                      565.9       392.7        173.2       44
  Governmental                     20.3        15.8          4.5       28
	 		       --------   ---------      -------
    Total retail                1,271.0       934.5        336.5       36
  Sales for resale
     Associated companies          29.3        18.4         10.9       59
     Non-associated companies      84.6        44.8         39.8       89
  Other                            35.6        53.2        (17.6)     (33)
	 		       --------   ---------      -------
    Total                      $1,420.5   $ 1,050.9      $ 369.6       35
                               ========   =========      =======

Billed Electric Energy
 Sales (GWH):
  Residential                     4,143       3,934          209        5
  Commercial                      3,581       3,506           75        2
  Industrial                      8,836       8,915          (79)      (1)
  Governmental                      221         214            7        3
	 		       --------   ---------      -------
    Total retail                 16,781      16,569          212        1
  Sales for resale
     Associated companies           448         436           12        3
     Non-associated companies     1,695       1,568          127        8
	 		       --------   ---------      -------
    Total                        18,924      18,573          351        2
                               ========   =========      =======




<PAGE>

                          ENTERGY LOUISIANA, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Net Income

      Net income decreased for the three and six months ended June 30, 2001
compared to the three and six months ended June 30, 2000 primarily  due  to
decreased  net revenue and increased interest expense.  The decreases  were
partially offset by decreased other operation and maintenance expenses.

Revenues and Sales

      The  changes  in electric operating revenues for the  three  and  six
months ended June 30, 2001 are as follows:

                            Three Months Ended    Six Months Ended
       Description          Increase/(Decrease)   Increase/(Decrease)
                                          (In Millions)

Base rate changes                      $1.9              $17.1
Fuel cost recovery                    113.1              310.3
Sales volume/weather                  (10.5)              (0.1)
Other revenue (including unbilled)     (8.4)             (26.9)
Sales for resale                        3.6                1.4
                                      -----             ------
   Total                              $99.7             $301.8
                                      =====             ======

Base rate changes

      Base  rate changes increased for the six months ended June  30,  2001
primarily  due  to accruals for potential rate refunds in  2000,  partially
offset by additional formula rate plan reductions effective August 2000.

Fuel cost recovery

     Entergy  Louisiana  is allowed to recover certain fuel  and  purchased
power  costs  through fuel mechanisms included in electric rates  that  are
recorded  as fuel cost recovery revenues.  The difference between  revenues
collected  and  current  fuel and purchased power  costs  is  reflected  as
deferred  fuel costs on Entergy Louisiana's financial statements such  that
these costs generally have no net effect on earnings.

      Fuel  cost  recovery revenues increased for the three and six  months
ended June 30, 2001 as a result of higher fuel and purchased power expenses
primarily  due to the increased market prices of natural gas and  purchased
power.

Sales volume/weather

     Electric  sales volume decreased revenues for the three  months  ended
June  30,  2001  due  to decreased usage of 365 GWH in the  industrial  and
residential sectors.  The decreased usage in the industrial sector resulted
in higher rates for that sector, which is reflected in base rate changes.


<PAGE>

                          ENTERGY LOUISIANA, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Other revenue (including unbilled)

     Unbilled revenue decreased for the three and six months ended June 30,
2001 primarily due to the effect of fuel prices for the period included  in
the  June 2001 unbilled revenue calculation compared to the calculation  in
the prior year.  The decrease for the six months ended was also due to less
favorable volume in June 2001.

Expenses

Fuel and purchased power

      Fuel  and purchased power expenses increased for the three  and  six
months  ended  June 30, 2001 primarily due to increased market  prices  of
natural  gas and purchased power, partially offset by decreased generation
requirements.

Other operation and maintenance

      Other  operation and maintenance expenses decreased  for  the  three
months ended June 30, 2001 primarily due to:

     o a decrease of $11.0 million in plant maintenance expenses as a result
       of prior year maintenance outages at Waterford 3 and certain fossil
       plants; and
     o a decrease of $2.0 million in injuries and damages expense.

     Other operation and maintenance expenses decreased for the six months
ended  June 30, 2001 primarily due to a decrease of $7.0 million in  plant
maintenance  expenses  as a result of prior year  maintenance  outages  at
Waterford 3 and certain fossil plants.

Depreciation and amortization

     Depreciation and amortization expenses decreased for the three months
ended June 30, 2001 primarily due to revisions made to the useful lives of
certain intangible plant assets to more appropriately reflect their actual
lives.

Other

Other income

      Interest  income  increased for the six months ended  June  30,  2001
primarily due to interest earned on money pool investments.

Interest and other charges

      Other interest increased for the three and six months ended June  30,
2001  primarily  due  to interest accrued on reserves  provided  for  fuel-
related  refunds.  The refunds began in July 2001.  Interest  on  long-term
debt  also increased for the six months ended primarily due to the issuance
of an additional $50 million of long-term debt in May 2000.

<PAGE>
                          ENTERGY LOUISIANA, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Income taxes

      The  effective income tax rates for the three months ended  June  30,
2001 and 2000 were 40.3% and 40.1%, respectively.  The effective income tax
rates for the six months ended June 30, 2001 and 2000 were 41.8% and 41.2%,
respectively.


<PAGE>
<TABLE>
<CAPTION>

                          ENTERGY LOUISIANA, INC.
                            INCOME STATEMENTS
        For the Three and Six Months Ended June 30, 2001 and 2000
                               (Unaudited)

                                                           Three Months Ended       Six Months Ended
                                                           2001        2000        2001          2000
                                                             (In Thousands)           (In Thousands)

                 OPERATING REVENUES
<S>                                                       <C>        <C>        <C>           <C>
Domestic electric                                         $547,784   $448,067   $1,096,698    $794,888
                                                          --------   --------   ----------    --------
                 OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                              190,046     48,748      424,469     131,940
   Purchased power                                         132,485    145,243      267,990     234,119
   Nuclear refueling outage expenses                         3,262      3,410        6,524       6,820
   Other operation and maintenance                          71,269     85,098      141,083     148,173
Decommissioning                                              2,606      2,606        5,212       5,211
Taxes other than income taxes                               18,165     17,953       36,717      34,715
Depreciation and amortization                               40,498     42,182       85,444      84,329
Other regulatory charges - net                                 540        240        1,080         480
                                                          --------   --------   ----------    --------
TOTAL                                                      458,871    345,480      968,519     645,787
                                                          --------   --------   ----------    --------

OPERATING INCOME                                            88,913    102,587      128,179     149,101
                                                          --------   --------   ----------    --------

                    OTHER INCOME
Allowance for equity funds used during construction          1,226      1,196        2,161       1,879
Gain on sale of assets                                         152          -          152           -
Miscellaneous - net                                            744        435        2,680         543
                                                          --------   --------   ----------    --------
TOTAL                                                        2,122      1,631        4,993       2,422
                                                          --------   --------   ----------    --------

             INTEREST AND OTHER CHARGES
Interest on long-term debt                                  24,734     23,779       49,190      47,942
Other interest - net                                         3,570      1,896        7,087       3,946
Distributions on preferred securities of subsidiary          1,575      1,575        3,150       3,150
Allowance for borrowed funds used during construction         (922)      (911)      (1,632)     (1,868)
                                                          --------   --------   ----------    --------
TOTAL                                                       28,957     26,339       57,795      53,170
                                                          --------   --------   ----------    --------

INCOME BEFORE INCOME TAXES                                  62,078     77,879       75,377      98,353

Income taxes                                                25,044     31,192       31,483      40,474
                                                          --------   --------   ----------    --------

NET INCOME                                                  37,034     46,687       43,894      57,879

Preferred dividend requirements and other                    2,378      2,378        4,757       4,757
                                                          --------   --------   ----------    --------

EARNINGS APPLICABLE TO
COMMON STOCK                                               $34,656    $44,309      $39,137     $53,122
                                                          ========   ========   ==========    ========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                            ENTERGY LOUISIANA, INC.
                           STATEMENTS OF CASH FLOWS
               For the Six Months Ended June 30, 2001 and 2000
                                  (Unaudited)

                                                                      2001         2000
                                                                        (In Thousands)

                    OPERATING ACTIVITIES
<S>                                                                  <C>          <C>
Net income                                                            $43,894      $57,879
Noncash items included in net income:
  Reserve for regulatory adjustments                                   (3,698)           -
  Other regulatory charges - net                                        1,080          480
  Depreciation, amortization, and decommissioning                      90,656       89,540
  Deferred income taxes and investment tax credits                    (55,432)      15,191
  Allowance for equity funds used during construction                  (2,161)      (1,879)
  Gain on sale of assets                                                 (152)           -
Changes in working capital:
  Receivables                                                         (15,569)     (12,108)
  Accounts payable                                                    (66,985)     (57,456)
  Taxes accrued                                                       103,346       25,659
  Interest accrued                                                     (7,192)      10,250
  Deferred fuel costs                                                 121,877      (80,801)
  Other working capital accounts                                      (24,616)      29,378
Provision for estimated losses and reserves                             2,133        3,375
Changes in other regulatory assets                                     (3,779)       6,663
Other                                                                  11,750       (8,977)
                                                                     --------      -------
Net cash flow provided by operating activities                        195,152       77,194
                                                                     --------      -------

                    INVESTING ACTIVITIES
Construction expenditures                                             (99,550)     (90,488)
Allowance for equity funds used during construction                     2,161        1,879
Nuclear fuel purchases                                                      -      (29,806)
Proceeds from sale/leaseback of nuclear fuel                                -       29,806
Decommissioning trust contributions and realized
    change in trust assets                                             (9,043)      (4,030)
                                                                     --------      -------
Net cash flow used in investing activities                           (106,432)     (92,639)
                                                                     --------      -------

                    FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                                -      149,003
Retirement of long-term debt                                          (35,088)    (100,000)
Dividends paid:
  Common stock                                                        (13,300)      (6,200)
  Preferred stock                                                      (4,757)      (4,757)
                                                                     --------      -------
Net cash flow provided by (used in) financing activities              (53,145)      38,046
                                                                     --------      -------

Net increase in cash and cash equivalents                              35,575       22,601

Cash and cash equivalents at beginning of period                       43,959        7,734
                                                                     --------      -------

Cash and cash equivalents at end of period                            $79,534      $30,335
                                                                     ========      =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                                $63,521      $40,981
  Income taxes                                                           $550      $17,572
 Noncash investing and financing activities:
  Change in unrealized appreciation/(depreciation) of
   decommissioning trust assets                                       ($1,430)        $545

See Notes to Financial Statements.

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

                           ENTERGY LOUISIANA, INC.
                                BALANCE SHEETS
                                    ASSETS
                     June 30, 2001 and December 31, 2000
                                  (Unaudited)

                                                                     2001           2000
                                                                        (In Thousands)

                        CURRENT ASSETS
<S>                                                                <C>           <C>
Cash and cash equivalents:
  Cash                                                                $22,250       $14,138
  Temporary cash investments - at cost,
    which approximates market                                          57,284        29,821
                                                                   ----------    ----------
        Total cash and cash equivalents                                79,534        43,959
                                                                   ----------    ----------
Notes receivable                                                            8         1,510
Accounts receivable:
  Customer                                                            101,588       111,292
  Allowance for doubtful accounts                                      (1,771)       (1,771)
  Associated companies                                                 79,005        30,518
  Other                                                                 6,784        13,698
  Accrued unbilled revenues                                           136,400       152,700
                                                                   ----------    ----------
    Total accounts receivable                                         322,006       306,437
                                                                   ----------    ----------
Deferred fuel costs                                                         -        84,051
Accumulated deferred income taxes                                      34,854             -
Materials and supplies - at average cost                               77,465        77,389
Deferred nuclear refueling outage costs                                10,168        16,425
Prepayments and other                                                  18,804         9,996
                                                                   ----------    ----------
TOTAL                                                                 542,839       539,767
                                                                   ----------    ----------

                OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                   14,230        14,230
Decommissioning trust funds                                           117,876       110,263
Non-utility property - at cost (less accumulated depreciation)         21,762        21,700
                                                                   ----------    ----------
TOTAL                                                                 153,868       146,193
                                                                   ----------    ----------

                        UTILITY PLANT
Electric                                                            5,383,873     5,357,920
Property under capital lease                                          238,427       238,427
Construction work in progress                                         126,277        85,299
Nuclear fuel under capital lease                                       47,571        63,923
                                                                   ----------    ----------
TOTAL UTILITY PLANT                                                 5,796,148     5,745,569
Less - accumulated depreciation and amortization                    2,497,084     2,441,937
                                                                   ----------    ----------
UTILITY PLANT - NET                                                 3,299,064     3,303,632
                                                                   ----------    ----------

               DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                     205,887       204,810
  Unamortized loss on reacquired debt                                  30,792        33,244
  Other regulatory assets                                              53,583        50,881
Long-term receivables                                                   2,851             -
Other                                                                  15,302        10,882
                                                                   ----------    ----------
TOTAL                                                                 308,415       299,817
                                                                   ----------    ----------

TOTAL ASSETS                                                       $4,304,186    $4,289,409
                                                                   ==========    ==========
See Notes to Financial Statements.

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

                         ENTERGY LOUISIANA, INC.
                             BALANCE SHEETS
                  LIABILITIES AND SHAREHOLDERS' EQUITY
                   June 30, 2001 and December 31, 2000
                               (Unaudited)

                                                                  2001           2000
                                                                     (In Thousands)

                   CURRENT LIABILITIES
<S>                                                             <C>           <C>
Currently maturing long-term debt                                 $113,968       $35,088
Accounts payable:
  Associated companies                                              45,063        71,948
  Other                                                            104,741       144,841
Customer deposits                                                   60,877        60,227
Taxes accrued                                                      126,653        23,307
Accumulated deferred income taxes                                        -        20,545
Interest accrued                                                    28,344        35,536
Deferred fuel cost                                                  37,826             -
Obligations under capital leases                                    34,274        34,274
Other                                                               80,048       102,614
                                                                ----------    ----------
TOTAL                                                              631,794       528,380
                                                                ----------    ----------

          DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                  763,330       757,362
Accumulated deferred investment tax credits                        114,668       117,393
Obligations under capital leases                                    13,297        29,649
Regulatory reserves                                                  7,758        11,456
Accumulated provisions                                              66,334        64,201
Other                                                               75,762        61,724
                                                                ----------    ----------
TOTAL                                                            1,041,149     1,041,785
                                                                ----------    ----------

Long-term debt                                                   1,162,858     1,276,696
Preferred stock with sinking fund                                   35,000        35,000
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trust holding
  solely junior subordinated deferrable debentures                  70,000        70,000

                   SHAREHOLDERS' EQUITY
Preferred stock without sinking fund                               100,500       100,500
Common stock, no par value, authorized 250,000,000
  shares; issued and outstanding 165,173,180 shares in 2001
  and 2000                                                       1,088,900     1,088,900
Capital stock expense and other                                     (2,171)       (2,171)
Retained earnings                                                  176,156       150,319
                                                                ----------    ----------
TOTAL                                                            1,363,385     1,337,548
                                                                ----------    ----------

Commitments and Contingencies (Notes 1 and 2)

          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $4,304,186    $4,289,409
                                                                ==========    ==========
See Notes to Financial Statements.

</TABLE>
<PAGE>

			   ENTERGY LOUISIANA, INC.
		         SELECTED OPERATING RESULTS
         For the Three and Six Months Ended June 30, 2001 and 2000
                               (Unaudited)


                                Three Months Ended       Increase/
          Description            2001        2000       (Decrease)     %
                                    (In Millions)
Electric Operating Revenues:
  Residential                   $ 163.5    $ 143.3       $ 20.2       14
  Commercial                      114.9       94.9         20.0       21
  Industrial                      218.2      160.8         57.4       36
  Governmental                     10.5        8.4          2.1       25
			      ---------    -------      -------
    Total retail                  507.1      407.4         99.7       24
  Sales for resale
     Associated companies           7.3        0.2          7.1    3,550
     Non-associated companies       6.5       10.0         (3.5)     (35)
  Other                            26.9       30.5         (3.6)     (12)
			      ---------    -------      -------
    Total                       $ 547.8    $ 448.1       $ 99.7       22
                              =========    =======      =======
Billed Electric Energy
 Sales (GWH):
  Residential                     1,839      1,939         (100)      (5)
  Commercial                      1,291      1,296           (5)       -
  Industrial                      3,583      3,881         (298)      (8)
  Governmental                      120        117            3        3
			      ---------    -------      -------
    Total retail                  6,833      7,233         (400)      (6)
  Sales for resale
     Associated companies           108          3          105    3,500
     Non-associated companies        79        110          (31)     (28)
			      ---------    -------      -------
    Total                         7,020      7,346         (326)      (4)
                              =========    =======      =======


                                 Six Months Ended      Increase/
         Description             2001        2000     (Decrease)      %
                                   (In Millions)
Electric Operating Revenues:
  Residential                   $ 348.3    $ 262.3       $ 86.0       33
  Commercial                      236.0      178.1         57.9       33
  Industrial                      463.4      313.5        149.9       48
  Governmental                     22.8       16.4          6.4       39
			      ---------    -------      -------
    Total retail                1,070.5      770.3        300.2       39
  Sales for resale
     Associated companies          11.4        0.7         10.7    1,529
     Non-associated companies      12.3       21.6         (9.3)     (43)
  Other                             2.5        2.3          0.2        9
			      ---------    -------      -------
    Total                     $ 1,096.7    $ 794.9      $ 301.8       38
                              =========    =======      =======

Billed Electric Energy
 Sales (GWH):
  Residential                     3,783      3,672          111        3
  Commercial                      2,508      2,444           64        3
  Industrial                      7,157      7,642         (485)      (6)
  Governmental                      248        231           17        7
			      ---------    -------      -------
    Total retail                 13,696     13,989         (293)      (2)
  Sales for resale
     Associated companies           161         17          144      847
     Non-associated companies       174        313         (139)     (44)
			      ---------    -------      -------
    Total                        14,031     14,319         (288)      (2)
                              =========    =======      =======


<PAGE>
                         ENTERGY MISSISSIPPI, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Net Income

      Net income increased for the three and six months ended June 30, 2001
compared to the three and six months ended June 30, 2000 primarily  due  to
decreased  other operation and maintenance expenses and increased  interest
income,  partially  offset  by decreased unbilled  revenues  and  increased
interest charges.

Revenues and Sales

      The  changes  in electric operating revenues for the  three  and  six
months ended June 30, 2001 are as follows:

                                  Three Months Ended   Six Months Ended
       Description                Increase/(Decrease)  Increase/(Decrease)
                                               (In Millions)

Base rate changes                         $1.0             ($1.0)
Grand Gulf rate rider                     (2.9)              (2.9)
Fuel cost recovery                        44.0               67.4
Sales volume/weather                       0.8                7.1
Other revenue (including unbilled)        (1.7)              (4.3)
Sales for resale                          17.3               65.6
                                         -----             ------
   Total                                 $58.5             $131.9
                                         =====             ======


Fuel cost recovery

     Entergy  Mississippi is allowed to recover certain fuel and  purchased
power costs through fuel mechanisms included in electric rates, recorded as
fuel cost recovery revenues.  The difference between revenues collected and
current fuel and purchased power costs is reflected as deferred fuel  costs
on  Entergy  Mississippi's  financial  statements  such  that  these  costs
generally have no net effect on earnings.

      Fuel  cost  recovery revenues increased for the three and six  months
ended  June  30,  2001  primarily due to an increase  in  the  energy  cost
recovery  rider  to  collect the under-recovered fuel and  purchased  power
costs  incurred as of September 30, 2000.  The recovery of $136.7  million,
plus  carrying  charges, will occur over a 24-month period which  began  in
January 2001.  The increase was also due to an additional increase  in  the
energy cost recovery rider effective April 2001.

Sales volume/weather

     Electric sales volume increased revenues for the six months ended June
30,  2001  due  to  increased  usage of 318  GWH  in  the  residential  and
commercial sectors.

Other revenue (including unbilled)

      Unbilled  revenue decreased for the six months ended  June  30,  2001
primarily  due  to  the  effect of less favorable weather  for  the  period
included  in  the  June 2001 unbilled revenue calculation compared  to  the
calculation in the prior year.

<PAGE>

                         ENTERGY MISSISSIPPI, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Sales for resale

     Sales for resale increased for the three and six months ended June 30,
2001  primarily  due to increased net generation resulting in  more  energy
available  for  sale,  partially  offset by  decreased  prices  for  resale
electricity.   The  increase  came  from sales  to  affiliates,  which  are
generally made at a low margin.

Expenses

Fuel and purchased power

      Fuel  and  purchased power expenses increased for the three  and  six
months   ended  June  30,  2001  primarily  due  to  increased   generation
requirements  and  increased market prices of  natural  gas  and  purchased
power.

Other operation and maintenance

      Other operation and maintenance expenses decreased for the three  and
six  months  ended June 30, 2001 primarily due to a decrease of $6  million
and  $10 million, respectively, in plant maintenance expenses due to outage
costs  at  certain  fossil  plants in 2000.  The decreases  were  partially
offset by the following increases:

     o increased charitable donations of $1.2 million and $1.6 million for
       the three and six months ended, respectively; and
     o increased steam expenses of $1 million for the six months ended.

Other

Other income

      Interest income increased for the three and six months ended June 30,
2001  primarily due to interest recorded on the deferred fuel balance as  a
result  of an MPSC order providing for a 24-month recovery of the September
2000 under-recovered deferred fuel balance of $136.7 million.

Interest and other charges

      Interest  on  long-term debt increased for the three and  six  months
ended  June 30, 2001 primarily due to the issuance of $120 million of long-
term  debt  in  February 2000 and the issuance of $70 million of  long-term
debt in January 2001.

Income taxes

      The  effective income tax rates for the three months ended  June  30,
2001 and 2000 were 33.4% and 35.8%, respectively. The effective income  tax
rate for each of the six months ended June 30, 2001 and 2000 was 33.9%.

<PAGE>
<TABLE>
<CAPTION>
                         ENTERGY MISSISSIPPI, INC.
                            INCOME STATEMENTS
         For the Three and Six Months Ended June 30, 2001 and 2000
                               (Unaudited)

                                                              Three Months Ended      Six Months Ended
                                                               2001       2000       2001         2000
                                                                (In Thousands)         (In Thousands)

                   OPERATING REVENUES
<S>                                                          <C>        <C>         <C>          <C>
Domestic electric                                            $274,148   $215,606    $530,306     $398,381
                                                             --------   --------    --------     --------
                   OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                  95,493     31,043     205,552       75,330
   Purchased power                                             94,374     95,038     177,838      171,866
   Other operation and maintenance                             39,473     43,082      72,721       78,705
Taxes other than income taxes                                  11,792     11,091      23,065       21,267
Depreciation and amortization                                  10,941     11,977      24,215       23,702
Other regulatory credits - net                                 (9,572)    (5,409)    (19,256)     (14,487)
                                                             --------   --------    --------     --------
TOTAL                                                         242,501    186,822     484,135      356,383
                                                             --------   --------    --------     --------

OPERATING INCOME                                               31,647     28,784      46,171       41,998
                                                             --------   --------    --------     --------

                      OTHER INCOME
Allowance for equity funds used during construction               592        613       1,015        1,250
Miscellaneous - net                                             4,001      2,380       8,146        4,411
                                                             --------   --------    --------     --------
TOTAL                                                           4,593      2,993       9,161        5,661
                                                             --------   --------    --------     --------

               INTEREST AND OTHER CHARGES
Interest on long-term debt                                     12,159     10,561      23,303       20,014
Other interest - net                                            1,079        676       2,312        1,696
Allowance for borrowed funds used during construction            (516)      (479)       (863)        (983)
                                                             --------   --------    --------     --------
TOTAL                                                          12,722     10,758      24,752       20,727
                                                             --------   --------    --------     --------

INCOME BEFORE INCOME TAXES                                     23,518     21,019      30,580       26,932

Income taxes                                                    7,845      7,516      10,373        9,132
                                                             --------   --------    --------     --------

NET INCOME                                                     15,673     13,503      20,207       17,800

Preferred dividend requirements and other                         842        842       1,685        1,685
                                                             --------   --------    --------     --------

EARNINGS APPLICABLE TO
COMMON STOCK                                                  $14,831    $12,661     $18,522      $16,115
                                                             ========   ========    ========     ========
See Notes to Financial Statements.

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

                          ENTERGY MISSISSIPPI, INC.
                           STATEMENTS OF CASH FLOWS
              For the Six Months Ended June 30, 2001 and 2000
                                 (Unaudited)

                                                                  2001           2000
                                                                     (In Thousands)

                  OPERATING ACTIVITIES
<S>                                                              <C>           <C>
Net income                                                         $20,207       $17,800
Noncash items included in net income:
  Other regulatory credits - net                                   (19,256)      (14,487)
  Depreciation and amortization                                     24,215        23,702
  Deferred income taxes and investment tax credits                  11,402         2,554
  Allowance for equity funds used during construction               (1,015)       (1,250)
Changes in working capital:
  Receivables                                                          699       (14,566)
  Fuel inventory                                                    (6,951)         (885)
  Accounts payable                                                  (5,983)      (32,666)
  Taxes accrued                                                    (15,104)        8,947
  Interest accrued                                                   2,884         1,908
  Deferred fuel costs                                              (21,692)       21,117
  Other working capital accounts                                    (4,495)        2,557
Provision for estimated losses and reserves                         (4,733)         (591)
Changes in other regulatory assets                                 (23,075)      (18,550)
Other                                                               34,461        23,127
                                                                  --------      --------
Net cash flow provided by (used in) operating activities            (8,436)       18,717
                                                                  --------      --------

                  INVESTING ACTIVITIES
Construction expenditures                                          (60,961)      (63,770)
Allowance for equity funds used during construction                  1,015         1,250
Other regulatory investments                                             -       (54,629)
                                                                  --------      --------
Net cash flow used in investing activities                         (59,946)     (117,149)
                                                                  --------      --------

                  FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                        69,624       119,175
Changes in short-term borrowings                                    10,000             -
Dividends paid:
  Common stock                                                      (5,500)       (5,800)
  Preferred stock                                                   (1,685)       (1,685)
                                                                  --------      --------
Net cash flow provided by financing activities                      72,439       111,690
                                                                  --------      --------

Net increase in cash and cash equivalents                            4,057        13,258

Cash and cash equivalents at beginning of period                     5,113         4,787
                                                                  --------      --------

Cash and cash equivalents at end of period                          $9,170       $18,045
                                                                  ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                             $21,406       $18,600
  Income taxes                                                           -       ($5,830)

See Notes to Financial Statements.


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

                         ENTERGY MISSISSIPPI, INC.
                               BALANCE SHEETS
                                   ASSETS
                    June 30, 2001 and December 31, 2000
                                 (Unaudited)

                                                                             2001        2000
                                                                               (In Thousands)

                        CURRENT ASSETS
<S>                                                                       <C>          <C>
Cash and cash equivalents                                                     $9,170       $5,113
Accounts receivable:
  Customer                                                                    53,699       44,517
  Allowance for doubtful accounts                                             (1,044)      (1,044)
  Associated companies                                                         2,941       10,741
  Other                                                                        3,583        9,964
  Accrued unbilled revenues                                                   37,900       33,600
                                                                          ----------   ----------
    Total accounts receivable                                                 97,079       97,778
                                                                          ----------   ----------
Deferred fuel costs                                                          128,781       64,950
Fuel inventory - at average cost                                              10,387        3,436
Materials and supplies - at average cost                                      18,034       18,485
Prepayments and other                                                         10,104        3,004
                                                                          ----------   ----------
TOTAL                                                                        273,555      192,766
                                                                          ----------   ----------

                OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                           5,531        5,531
Non-utility property - at cost (less accumulated depreciation)                 6,787        6,851
                                                                          ----------   ----------
TOTAL                                                                         12,318       12,382
                                                                          ----------   ----------

                         UTILITY PLANT
Electric                                                                   1,899,572    1,885,501
Property under capital lease                                                     240          290
Construction work in progress                                                 74,235       44,085
                                                                          ----------   ----------
TOTAL UTILITY PLANT                                                        1,974,047    1,929,876
Less - accumulated depreciation and amortization                             740,789      733,977
                                                                          ----------   ----------
UTILITY PLANT - NET                                                        1,233,258    1,195,899
                                                                          ----------   ----------

               DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                             28,691       25,544
  Unamortized loss on reacquired debt                                         14,523       15,122
  Deferred fuel costs                                                         53,522       95,661
  Other regulatory assets                                                    160,607      140,679
Other                                                                          8,537        5,886
                                                                          ----------   ----------
TOTAL                                                                        265,880      282,892
                                                                          ----------   ----------

TOTAL ASSETS                                                              $1,785,011   $1,683,939
                                                                          ==========   ==========
See Notes to Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                           ENTERGY MISSISSIPPI, INC.
                                 BALANCE SHEETS
                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      June 30, 2001 and December 31, 2000
                                   (Unaudited)

                                                                   2001        2000
                                                                    (In Thousands)

                 CURRENT LIABILITIES
<S>                                                             <C>          <C>
Currently maturing long-term debt                                  $65,000           $-
Notes payable                                                       10,000            -
Accounts payable:
  Associated companies                                              91,372       92,980
  Other                                                             22,558       26,933
Customer deposits                                                   28,010       26,368
Taxes accrued                                                       16,758       31,862
Accumulated deferred income taxes                                   50,048       47,734
Interest accrued                                                    15,983       13,099
Obligations under capital leases                                        46           79
Other                                                                3,055        2,540
                                                                ----------   ----------
TOTAL                                                              302,830      241,595
                                                                ----------   ----------

       DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                  320,320      306,295
Accumulated deferred investment tax credits                         18,658       19,408
Obligations under capital leases                                       193          211
Accumulated provisions                                               2,073        6,806
Other                                                               44,510       31,339
                                                                ----------   ----------
TOTAL                                                              385,754      364,059
                                                                ----------   ----------

Long-term debt                                                     589,587      584,467

                SHAREHOLDERS' EQUITY
Preferred stock without sinking fund                                50,381       50,381
Common stock, no par value, authorized 15,000,000
    shares; issued and outstanding 8,666,357 shares
    in 2001 and 2000                                               199,326      199,326
Capital stock expense and other                                        (59)         (59)
Retained earnings                                                  257,192      244,170
                                                                ----------   ----------
TOTAL                                                              506,840      493,818
                                                                ----------   ----------

Commitments and Contingencies (Notes 1 and 2)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                      $1,785,011   $1,683,939
                                                                ==========   ==========
See Notes to Financial Statements.

</TABLE>
<PAGE>
	  	        ENTERGY MISSISSIPPI, INC.
                       SELECTED OPERATING RESULTS
       For the Three and Six Months Ended June 30, 2001 and 2000
                              (Unaudited)


                                 Three Months Ended   Increase/
         Description            2001       2000      (Decrease)     %
                                 (In Millions)
Electric Operating Revenues:
  Residential                   $ 89.1    $ 73.4        $ 15.7       21
  Commercial                      80.9      65.3          15.6       24
  Industrial                      49.2      39.3           9.9       25
  Governmental                     8.0       6.3           1.7       27
			       -------   -------        ------
    Total retail                 227.2     184.3          42.9       23
  Sales for resale
     Associated companies         26.0       7.0          19.0      271
     Non-associated companies      5.1       6.8          (1.7)     (25)
  Other                           15.8      17.5          (1.7)     (10)
			       -------   -------        ------
    Total                      $ 274.1   $ 215.6        $ 58.5       27
                               =======   =======        ======

Billed Electric Energy
 Sales (GWH):
  Residential                    1,037     1,013            24        2
  Commercial                     1,024     1,008            16        2
  Industrial                       751       786           (35)      (4)
  Governmental                      93        89             4        4
			       -------   -------        ------
    Total retail                 2,905     2,896             9        -
  Sales for resale
     Associated companies          459        82           377      460
     Non-associated companies       57        62            (5)      (8)
			       -------   -------        ------
    Total                        3,421     3,040           381       13
                               =======   =======        ======


                                Six Months Ended      Increase/
         Description            2001       2000      (Decrease)     %
                                  (In Millions)

Electric Operating Revenues:
  Residential                  $ 170.0   $ 139.5        $ 30.5       22
  Commercial                     148.5     124.7          23.8       19
  Industrial                      90.5      76.7          13.8       18
  Governmental                    14.6      12.1           2.5       21
			       -------   -------        ------
    Total retail                 423.6     353.0          70.6       20
  Sales for resale
     Associated companies         82.7      13.0          69.7      536
     Non-associated companies      9.6      13.7          (4.1)     (30)
  Other                           14.4      18.7          (4.3)     (23)
			       -------   -------        ------
    Total                      $ 530.3   $ 398.4       $ 131.9       33
                               =======   =======        ======

Billed Electric Energy
 Sales (GWH):
  Residential                    2,252     2,036           216       11
  Commercial                     1,999     1,926            73        4
  Industrial                     1,485     1,529           (44)      (3)
  Governmental                     183       169            14        8
			       -------   -------        ------
    Total retail                 5,919     5,660           259        5
  Sales for resale
     Associated companies        1,332       207         1,125      543
     Non-associated companies      107       139           (32)     (23)
			       -------   -------        ------
    Total                        7,358     6,006         1,352       23
                               =======   =======        ======



<PAGE>
                         ENTERGY NEW ORLEANS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Net Income

     Net income decreased for the three months ended June 30, 2001 compared
to  the  three  months ended June 30, 2000 primarily due to  decreased  net
revenue and increased interest expense, partially offset by decreased other
operation and maintenance expense.

      Net  income decreased for the six months ended June 30, 2001 compared
to  the  six  months ended June 30, 2000 primarily due to  increased  other
operation and maintenance expense and increased interest expense, partially
offset by increased unbilled revenue.

Revenues and Sales

Electric operating revenues

     The  changes  in  electric operating revenues for the  three  and  six
months ended June 30, 2001 are as follows:

                                  Three Months Ended   Six Months Ended
        Description               Increase/(Decrease) Increase/(Decrease)
                                            (In Millions)

Base rate changes                        ($2.8)             ($3.7)
Fuel cost recovery                        37.7               76.7
Sales volume/weather                      (2.7)              (2.1)
Other revenue (including unbilled)         2.7                4.2
Sales for resale                         (10.4)              (7.6)
                                         -----              -----
   Total                                 $24.5              $67.5
                                         =====              =====

Base rate changes

      Base  rate  changes decreased revenues for the three and  six  months
ended  June  30,  2001 primarily due to rate reductions  effective  October
2000.

Fuel cost recovery

      Entergy  New Orleans is allowed to recover certain fuel and purchased
power costs through fuel mechanisms included in electric rates, recorded as
fuel cost recovery revenues.  The difference between revenues collected and
current fuel and purchased power costs is reflected as deferred fuel  costs
on  Entergy  New  Orleans'  financial  statements  such  that  these  costs
generally have no net effect on earnings.

      Fuel  cost  recovery revenues increased for the three and six  months
ended June 30, 2001 primarily due to the increased market prices of natural
gas and purchased power.

Sales volume/weather

      Electric sales volume decreased revenues for the three and six months
ended  June  30,  2001  due  to decreased usage  of  36  GWH  and  57  GWH,
respectively, primarily in the residential and governmental sectors.

<PAGE>

                         ENTERGY NEW ORLEANS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Other revenue (including unbilled)

      Unbilled revenues increased for the three months ended June 30,  2001
primarily  due  to increased volume in June 2001, partially offset  by  the
effect  of  decreased fuel prices for the period included in the June  2001
unbilled revenue calculation compared to the calculation in the prior year.

      Unbilled  revenues increased for the six months ended June  30,  2001
primarily  due to the effect of higher fuel prices for the period  included
in the June 2001 unbilled revenue calculation.

Sales for resale

     Sales for resale decreased for the three and six months ended June 30,
2001 primarily due to a decrease in net generation resulting in less energy
available  for  sale,  partially  offset by  increased  prices  for  resale
electricity.

Gas operating revenues

     Gas  operating  revenues increased for the six months ended  June  30,
2001  primarily  due  to  the increased market price  of  natural  gas  and
increased  sales due to a colder-than-normal winter.  The increase  in  gas
revenues  was  largely offset by increased expenses for gas  purchased  for
resale.

Expenses

Fuel and purchased power

      Fuel  and purchased power expenses increased for the three  and  six
months ended June 30, 2001 primarily due to the increased market prices of
natural gas and purchased power.

Other operation and maintenance

      Other operation and maintenance expenses increased for the six months
ended  June 30, 2001 primarily due to increases in uncollectible receivable
write-offs  of  $1.0 million and maintenance of customer  records  of  $1.2
million.

Taxes other than income taxes

     Taxes other than income taxes increased for three and six months ended
June  30, 2001 primarily due to an increase in local franchise taxes  as  a
result of higher retail revenue.

Amortization of rate deferrals

      Amortization of rate deferrals decreased for the three and six months
ended  June  30,  2001  primarily due to a scheduled  rate  change  in  the
amortization of Grand Gulf 1 phase-in expenses.  The Grand Gulf 1  phase-in
plan will be complete in November 2001.

Other

Interest and other charges

      Interest  on  long-term debt increased for the three and  six  months
ended  June  30, 2001 primarily due to $30 million issuances  of  long-term
debt in July 2000 and February 2001.

<PAGE>
                         ENTERGY NEW ORLEANS, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Income taxes

      For  the  three  months ended June 30, 2001 and 2000,  the  effective
income  tax  rates were 40.8% and 43.0%, respectively.  For the six  months
ended June 30, 2001 and 2000, the effective income tax rates were 43.3% and
45.1%, respectively.  The decreases for the three and six months ended June
30,  2001  in the effective tax rate were primarily due to the decrease  in
pre-tax income increasing the impact of flow-through items.

<PAGE>
<TABLE>
<CAPTION>

                        ENTERGY NEW ORLEANS, INC.
                            INCOME STATEMENTS
        For the Three and Six Months Ended June 30, 2001 and 2000
                              (Unaudited)

                                                           Three Months Ended    Six Months Ended
                                                            2001       2000      2001         2000
                                                             (In Thousands)       (In Thousands)

                  OPERATING REVENUES
<S>                                                       <C>        <C>        <C>         <C>
Domestic electric                                         $139,057   $114,539   $268,289    $200,797
Natural gas                                                 21,252     22,112     96,035      55,595
                                                          --------   --------   --------    --------
TOTAL                                                      160,309    136,651    364,324     256,392
                                                          --------   --------   --------    --------

                  OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                               51,860     40,231    160,687      82,032
   Purchased power                                          58,859     38,784    107,326      73,895
   Other operation and maintenance                          21,615     22,806     42,576      39,657
Taxes other than income taxes                               11,308      9,184     24,994      18,696
Depreciation and amortization                                6,181      5,809     12,507      11,510
Other regulatory credits - net                              (2,185)    (1,732)    (3,706)     (3,333)
Amortization of rate deferrals                               3,298      6,482      6,349      12,476
                                                          --------   --------   --------    --------
TOTAL                                                      150,936    121,564    350,733     234,933
                                                          --------   --------   --------    --------

OPERATING INCOME                                             9,373     15,087     13,591      21,459
                                                          --------   --------   --------    --------

                     OTHER INCOME
Allowance for equity funds used during construction            453        270        851         595
Miscellaneous - net                                            320        819      1,014       1,417
                                                          --------   --------   --------    --------
TOTAL                                                          773      1,089      1,865       2,012
                                                          --------   --------   --------    --------

              INTEREST AND OTHER CHARGES
Interest on long-term debt                                   4,450      3,319      8,568       6,638
Other interest - net                                           386        410        812         826
Allowance for borrowed funds used during construction         (386)      (207)      (706)       (445)
                                                          --------   --------   --------    --------
TOTAL                                                        4,450      3,522      8,674       7,019
                                                          --------   --------   --------    --------

INCOME BEFORE INCOME TAXES                                   5,696     12,654      6,782      16,452

Income taxes                                                 2,327      5,437      2,938       7,418
                                                          --------   --------   --------    --------

NET INCOME                                                   3,369      7,217      3,844       9,034

Preferred dividend requirements and other                      241        241        482         482
                                                          --------   --------   --------    --------

EARNINGS APPLICABLE TO
COMMON STOCK                                                $3,128     $6,976     $3,362      $8,552
                                                          ========   ========   ========    ========
See Notes to Financial Statements.

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


                           ENTERGY NEW ORLEANS, INC.
                           STATEMENTS OF CASH FLOWS
                For the Six Months Ended June 30, 2001 and 2000
                                  (Unaudited)

                                                                     2001         2000
                                                                       (In Thousands)

                   OPERATING ACTIVITIES
<S>                                                                 <C>          <C>
Net income                                                            $3,844       $9,034
Noncash items included in net income:
  Amortization of rate deferrals                                       6,349       12,476
  Reserve for regulatory adjustments                                  (1,176)           -
  Other regulatory credits - net                                      (3,706)      (3,333)
  Depreciation and amortization                                       12,507       11,510
  Deferred income taxes and investment tax credits                    (2,588)       2,405
  Allowance for equity funds used during construction                   (851)        (595)
Changes in working capital:
  Receivables                                                         (4,101)      (2,623)
  Fuel inventory                                                       4,096        1,920
  Accounts payable                                                   (12,011)       6,956
  Taxes accrued                                                        3,971        2,348
  Interest accrued                                                       307         (417)
  Deferred fuel costs                                                 11,719      (16,493)
  Other working capital accounts                                      (8,049)      (4,787)
Provision for estimated losses and reserves                           (2,136)        (509)
Changes in other regulatory assets                                   (12,295)      (4,977)
Other                                                                  2,357        3,983
                                                                    --------     --------
Net cash flow provided by (used in) operating activities              (1,763)      16,898
                                                                    --------     --------

                   INVESTING ACTIVITIES
Construction expenditures                                            (28,898)     (17,463)
Allowance for equity funds used during construction                      851          595
                                                                    --------     --------
Net cash flow used in investing activities                           (28,047)     (16,868)
                                                                    --------     --------

                   FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                          29,769            -
Dividends paid:
  Preferred stock                                                       (241)        (241)
                                                                    --------     --------
Net cash flow provided by (used in) financing activities              29,528         (241)
                                                                    --------     --------

Net decrease in cash and cash equivalents                               (282)        (211)

Cash and cash equivalents at beginning of period                       6,302        4,454
                                                                    --------     --------

Cash and cash equivalents at end of period                            $6,020       $4,243
                                                                    ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                                $8,845       $7,702
  Income taxes                                                             -      ($2,386)

See Notes to Financial Statements.

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

                           ENTERGY NEW ORLEANS, INC.
                                BALANCE SHEETS
                                    ASSETS
                      June 30, 2001 and December 31, 2000
                                  (Unaudited)

                                                              2001        2000
                                                                (In Thousands)

                 CURRENT ASSETS
<S>                                                          <C>          <C>
Cash and cash equivalents                                      $6,020       $6,302
Accounts receivable:
  Customer                                                     64,240       67,264
  Allowance for doubtful accounts                                (770)        (770)
  Associated companies                                          1,272        2,800
  Other                                                         3,609        3,709
  Accrued unbilled revenues                                    35,591       26,838
                                                             --------     --------
    Total accounts receivable                                 103,942       99,841
                                                             --------     --------
Deferred fuel costs                                            16,515       28,234
Accumulated deferred income taxes                               1,140            -
Fuel inventory - at average cost                                  108        4,204
Materials and supplies - at average cost                        8,947        9,630
Rate deferrals                                                  4,627       10,974
Prepayments and other                                           9,779        1,416
                                                             --------     --------
TOTAL                                                         151,078      160,601
                                                             --------     --------

         OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                            3,259        3,259
                                                             --------     --------

                 UTILITY PLANT
Electric                                                      573,244      572,061
Natural gas                                                   137,489      134,826
Construction work in progress                                  53,537       36,489
                                                             --------     --------
TOTAL UTILITY PLANT                                           764,270      743,376
Less - accumulated depreciation and amortization              397,960      394,271
                                                             --------     --------
UTILITY PLANT - NET                                           366,310      349,105
                                                             --------     --------

        DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  Unamortized loss on reacquired debt                             868          974
  Other regulatory assets                                      56,971       44,676
Long-term receivables                                           1,343            -
Other                                                           2,039          616
                                                             --------     --------
TOTAL                                                          61,221       46,266
                                                             --------     --------

TOTAL ASSETS                                                 $581,868     $559,231
                                                             ========     ========
See Notes to Financial Statements.

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

                          ENTERGY NEW ORLEANS, INC.
                               BALANCE SHEETS
                    LIABILITIES AND SHAREHOLDERS' EQUITY
                     June 30, 2001 and December 31, 2000
                                 (Unaudited)

                                                                   2001        2000
                                                                    (In Thousands)

                 CURRENT LIABILITIES
<S>                                                               <C>          <C>
Accounts payable:
  Associated companies                                             $43,015      $24,637
  Other                                                             27,177       57,566
Customer deposits                                                   18,322       18,311
Taxes accrued                                                        9,794        5,823
Accumulated deferred income taxes                                        -        6,543
Interest accrued                                                     6,426        6,119
Other                                                                3,072        3,211
                                                                  --------     --------
TOTAL                                                              107,806      122,210
                                                                  --------     --------

       DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                   47,838       43,754
Accumulated deferred investment tax credits                          5,614        5,868
SFAS 109 regulatory liability - net                                 14,578       12,607
Other regulatory liabilities                                           227          537
Accumulated provisions                                               6,335        8,471
Other                                                               12,670       12,356
                                                                  --------     --------
TOTAL                                                               87,262       83,593
                                                                  --------     --------

Long-term debt                                                     229,042      199,031

                SHAREHOLDERS' EQUITY
Preferred stock without sinking fund                                19,780       19,780
  Common stock, $4 par value, authorized 10,000,000 shares;
  issued and outstanding 8,435,900 shares in 2001 and 2000          33,744       33,744
Paid-in capital                                                     36,294       36,294
Retained earnings                                                   67,940       64,579
                                                                  --------     --------
TOTAL                                                              157,758      154,397
                                                                  --------     --------

Commitments and Contingencies (Notes 1 and 2)

           TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             $581,868     $559,231
                                                                  ========     ========
See Notes to Financial Statements.

</TABLE>
<PAGE>


                        ENTERGY NEW ORLEANS, INC.
                       SELECTED OPERATING RESULTS
        For the Three and Six Months Ended June 30, 2001 and 2000
                              (Unaudited)


                                    Three Months Ended   Increase/
          Description              2001       2000      (Decrease)     %
                                     (In Millions)
Electric Operating Revenues:
  Residential                      $ 45.8    $ 36.7         $ 9.1       25
  Commercial                         48.0      34.4          13.6       40
  Industrial                          8.4       5.0           3.4       68
  Governmental                       20.9      14.8           6.1       41
                                  -------   -------        ------
    Total retail                    123.1      90.9          32.2       35
  Sales for resale
     Associated companies             1.7      11.0          (9.3)     (85)
     Non-associated companies         1.1       2.2          (1.1)     (50)
  Other                              13.1      10.4           2.7       26
                                  -------   -------        ------
    Total                         $ 139.0   $ 114.5        $ 24.5       21
                                  =======   =======        ======

Billed Electric Energy
 Sales (GWH):
  Residential                         457       503           (46)      (9)
  Commercial                          545       550            (5)      (1)
  Industrial                          104        95             9        9
  Governmental                        247       264           (17)      (6)
                                  -------   -------        ------
    Total retail                    1,353     1,412           (59)      (4)
  Sales for resale
     Associated companies              26       218          (192)     (88)
     Non-associated companies          15        35           (20)     (57)
                                  -------   -------        ------
    Total                           1,394     1,665          (271)     (16)
                                  =======   =======        ======


                                   Six Months Ended     Increase/
          Description              2001       2000     (Decrease)     %
                                     (In Millions)
Electric Operating Revenues:
  Residential                      $ 86.8    $ 64.2        $ 22.6       35
  Commercial                         96.9      68.1          28.8       42
  Industrial                         16.7      10.1           6.6       65
  Governmental                       41.8      28.9          12.9       45
                                  -------   -------        ------
    Total retail                    242.2     171.3          70.9       41
  Sales for resale
     Associated companies             8.7      13.6          (4.9)     (36)
     Non-associated companies         1.7       4.4          (2.7)     (61)
  Other                              15.7      11.5           4.2       37
                                  -------   -------        ------
    Total                         $ 268.3   $ 200.8        $ 67.5       34
                                  =======   =======        ======

Billed Electric Energy
 Sales (GWH):
  Residential                         854       876           (22)      (3)
  Commercial                        1,033     1,047           (14)      (1)
  Industrial                          196       186            10        5
  Governmental                        475       497           (22)      (4)
                                  -------   -------        ------
    Total retail                    2,558     2,606           (48)      (2)
  Sales for resale
     Associated companies              90       301          (211)     (70)
     Non-associated companies          27        79           (52)     (66)
                                  -------   -------        ------
    Total                           2,675     2,986          (311)     (10)
                                  =======   =======        ======




<PAGE>

                       SYSTEM ENERGY RESOURCES, INC.

              MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

                           RESULTS OF OPERATIONS


Net Income

      Net  income decreased for the six months ended June 30, 2001 compared
to  the  six months ended June 30, 2000 due to an increase in the provision
for rate refunds, partially offset by decreased interest expense.

Revenues

      Operating  revenues  recover  operating expenses,  depreciation,  and
capital costs attributable to Grand Gulf 1.  Capital costs are computed  by
allowing a return on System Energy's common equity funds allocable  to  its
net  investment  in Grand Gulf 1 and adding to such amount System  Energy's
effective interest cost for its debt.  Operating revenues decreased for the
three  and six months ended June 30, 2001 primarily due to the increase  in
the  provision  for rate refund.  System Energy's proposed  rate  increase,
which  is  subject  to  refund, is discussed in Note  2  to  the  financial
statements in the Form 10-K.

Expenses

Other regulatory charges

      Other regulatory charges increased for the three and six months ended
June  30, 2001 primarily due to charges associated with the GGART in  place
at  Entergy  Arkansas and Entergy Mississippi.  The GGART is  discussed  in
Note 2 to the financial statements.

Other

Interest charges

      Interest  on  long-term debt decreased for the three and  six  months
ended  June  30,  2001  primarily due to a  decrease  in  interest  expense
associated  with  the  sale-leaseback of Grand Gulf 1  and  a  decrease  in
interest expense due to the retirement of long-term debt in 2000.

      Other  interest expense increased for the three and six months  ended
June  30, 2001 primarily due to interest on the potential refund of  System
Energy's proposed rate increase.

Income taxes

      The  effective income tax rates for the three months ended  June  30,
2001 and 2000 were 45.7% and 48.9%, respectively. The effective income  tax
rates for the six months ended June 30, 2001 and 2000 were 45.7% and 47.9%,
respectively.   The decreases for the three and six months ended  June  30,
2001  in the effective tax rate were primarily due to the decrease in  pre-
tax income increasing the impact of flow-through items.

<PAGE>
<TABLE>
<CAPTION>
                      SYSTEM ENERGY RESOURCES, INC.
                            INCOME STATEMENTS
         For the Three and Six Months Ended June 30, 2001 and 2000
                               (Unaudited)

                                                       Three Months Ended     Six Months Ended
                                                        2001       2000      2001         2000
                                                         (In Thousands)        (In Thousands)

                OPERATING REVENUES
<S>                                                   <C>        <C>        <C>         <C>
Domestic electric                                     $152,902   $159,389   $304,068    $316,479
                                                      --------   --------   --------    --------
                OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                            7,822     10,858     17,894      21,540
   Nuclear refueling outage expenses                     3,988      3,690      8,022       6,904
   Other operation and maintenance                      21,433     23,059     37,806      38,332
Decommissioning                                          4,736      4,736      9,472       9,472
Taxes other than income taxes                            6,460      6,225     13,168      12,168
Depreciation and amortization                           27,227     27,875     56,708      55,931
Other regulatory charges - net                          19,955     16,051     39,122      30,796
                                                      --------   --------   --------    --------
TOTAL                                                   91,621     92,494    182,192     175,143
                                                      --------   --------   --------    --------

OPERATING INCOME                                        61,281     66,895    121,876     141,336
                                                      --------   --------   --------    --------

                   OTHER INCOME
Allowance for equity funds used during construction        484        374        754       1,106
Miscellaneous - net                                      4,723      5,096      9,794       9,192
                                                      --------   --------   --------    --------
TOTAL                                                    5,207      5,470     10,548      10,298
                                                      --------   --------   --------    --------

            INTEREST AND OTHER CHARGES
Interest on long-term debt                              18,756     22,636     37,767      46,762
Other interest - net                                     8,929      7,298     17,636      14,141
Allowance for borrowed funds used during construction     (224)      (177)      (361)       (653)
                                                      --------   --------   --------    --------
TOTAL                                                   27,461     29,757     55,042      60,250
                                                      --------   --------   --------    --------

INCOME BEFORE INCOME TAXES                              39,027     42,608     77,382      91,384

Income taxes                                            17,825     20,822     35,382      43,811
                                                      --------   --------   --------    --------

NET INCOME                                             $21,202    $21,786    $42,000     $47,573
                                                      ========   ========   ========    ========

See Notes to Financial Statements.

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

                         SYSTEM ENERGY RESOURCES, INC.
                           STATEMENTS OF CASH FLOWS
               For the Six Months Ended June 30, 2001 and 2000
                                  (Unaudited)

                                                                  2001           2000
                                                                     (In Thousands)

                  OPERATING ACTIVITIES
<S>                                                               <C>           <C>
Net income                                                         $42,000       $47,573
Noncash items included in net income:
  Reserve for regulatory adjustments                                53,475        37,751
  Other regulatory charges - net                                    39,122        30,796
  Depreciation, amortization, and decommissioning                   66,180        65,403
  Deferred income taxes and investment tax credits                 (44,214)      (39,621)
  Allowance for equity funds used during construction                 (754)       (1,106)
Changes in working capital:
  Receivables                                                     (101,734)      186,754
  Accounts payable                                                 (11,514)      (14,193)
  Taxes accrued                                                     62,571         2,751
  Interest accrued                                                 (18,683)       (9,375)
  Other working capital accounts                                    (7,612)       12,218
Provision for estimated losses and reserves                           (425)         (106)
Changes in other regulatory assets                                  20,394        19,298
Other                                                               (3,295)      (13,084)
                                                                  --------      --------
Net cash flow provided by operating activities                      95,511       325,059
                                                                  --------      --------

                  INVESTING ACTIVITIES
Construction expenditures                                          (22,758)      (24,557)
Allowance for equity funds used during construction                    754         1,106
Nuclear fuel purchases                                             (37,592)           (7)
Proceeds from sale/leaseback of nuclear fuel                        37,592             7
Decommissioning trust contributions and realized
    change in trust assets                                         (11,676)      (11,544)
                                                                  --------      --------
Net cash flow used in investing activities                         (33,680)      (34,995)
                                                                  --------      --------

                  FINANCING ACTIVITIES
Retirement of long-term debt                                       (16,800)       (2,947)
Dividends paid:
  Common stock                                                     (43,000)      (47,000)
                                                                  --------      --------
Net cash flow used in financing activities                         (59,800)      (49,947)
                                                                  --------      --------

Net increase in cash and cash equivalents                            2,031       240,117

Cash and cash equivalents at beginning of period                   202,218        35,152
                                                                  --------      --------

Cash and cash equivalents at end of period                        $204,249      $275,269
                                                                  ========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                             $71,878       $54,870
  Income taxes                                                      $3,463       $37,045
 Noncash investing and financing activities:
  Change in unrealized appreciation/(depreciation) of
   decommissioning trust assets                                    ($1,417)         $199

See Notes to Financial Statements.

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

                        SYSTEM ENERGY RESOURCES, INC.
                                BALANCE SHEETS
                                    ASSETS
                     June 30, 2001 and December 31, 2000
                                  (Unaudited)

                                                               2001        2000
                                                                (In Thousands)

                 CURRENT ASSETS
<S>                                                         <C>          <C>
Cash and cash equivalents:
  Cash                                                             $15          $44
  Temporary cash investments - at cost,
    which approximates market                                  204,234      202,174
                                                            ----------   ----------
        Total cash and cash equivalents                        204,249      202,218
                                                            ----------   ----------
Accounts receivable:
  Associated companies                                         315,361      212,551
  Other                                                          1,118        2,194
                                                            ----------   ----------
    Total accounts receivable                                  316,479      214,745
                                                            ----------   ----------
Materials and supplies - at average cost                        52,276       52,235
Deferred nuclear refueling outage costs                         12,117        6,577
Prepayments and other                                            4,547        2,639
                                                            ----------   ----------
TOTAL                                                          589,668      478,414
                                                            ----------   ----------

         OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds                                    167,831      157,572
                                                            ----------   ----------

                  UTILITY PLANT
Electric                                                     3,095,868    3,093,033
Property under capital lease                                   449,851      449,851
Construction work in progress                                   43,934       24,029
Nuclear fuel under capital lease                                74,994       49,256
                                                            ----------   ----------
TOTAL UTILITY PLANT                                          3,664,647    3,616,169
Less - accumulated depreciation and amortization             1,466,886    1,407,885
                                                            ----------   ----------
UTILITY PLANT - NET                                          2,197,761    2,208,284
                                                            ----------   ----------

        DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                              170,913      195,634
  Unamortized loss on reacquired debt                           50,169       51,957
  Other regulatory assets                                      178,844      174,517
Other                                                            8,457        8,172
                                                            ----------   ----------
TOTAL                                                          408,383      430,280
                                                            ----------   ----------

TOTAL ASSETS                                                $3,363,643   $3,274,550
                                                            ==========   ==========
See Notes to Financial Statements.

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

                        SYSTEM ENERGY RESOURCES, INC.
                               BALANCE SHEETS
                     LIABILITIES AND SHAREHOLDER'S EQUITY
                      June 30, 2001 and December 31, 2000
                                (Unaudited)

                                                                       2001        2000
                                                                        (In Thousands)

                   CURRENT LIABILITIES
<S>                                                                 <C>          <C>
Currently maturing long-term debt                                     $182,691     $151,800
Accounts payable:
  Associated companies                                                   1,435        2,722
  Other                                                                 13,358       23,585
Taxes accrued                                                          131,101       68,530
Accumulated deferred income taxes                                        3,811        1,648
Interest accrued                                                        25,324       44,007
Obligations under capital leases                                        32,119       32,119
Other                                                                    1,551        1,674
                                                                    ----------   ----------
TOTAL                                                                  391,390      326,085
                                                                    ----------   ----------

         DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes                                      334,917      391,505
Accumulated deferred investment tax credits                             87,778       89,516
Obligations under capital leases                                        42,875       17,137
FERC settlement - refund obligation                                     27,134       30,745
Other regulatory liabilities                                           146,672      103,634
Decommissioning                                                        164,874      153,197
Regulatory reserves                                                    375,843      322,368
Accumulated provisions                                                     264          689
Other                                                                   16,270       15,394
                                                                    ----------   ----------
TOTAL                                                                1,196,627    1,124,185
                                                                    ----------   ----------

Long-term debt                                                         883,201      930,854

                  SHAREHOLDER'S EQUITY
Common stock, no par value, authorized 1,000,000 shares;
 issued and outstanding 789,350 shares in 2001 and 2000                789,350      789,350
Retained earnings                                                      103,075      104,076
                                                                    ----------   ----------
TOTAL                                                                  892,425      893,426
                                                                    ----------   ----------

Commitments and Contingencies (Notes 1 and 2)

               TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY           $3,363,643   $3,274,550
                                                                    ==========   ==========
See Notes to Financial Statements.


</TABLE>
<PAGE>

                   ENTERGY CORPORATION AND SUBSIDIARIES

                       NOTES TO FINANCIAL STATEMENTS
                                (Unaudited)


NOTE 1.  COMMITMENTS AND CONTINGENCIES

Capital Requirements and Financing  (Entergy Corporation, Entergy Arkansas,
Entergy  Gulf States, Entergy Louisiana, Entergy Mississippi,  Entergy  New
Orleans, and System Energy)

      See  Note  9  to  the  financial statements  in  the  Form  10-K  for
information  on  Entergy's estimated construction  expenditures  (including
nuclear  fuel  but  excluding AFUDC), long-term debt  and  preferred  stock
maturities, and cash sinking fund requirements.

Sales Warranties and Indemnities   (Entergy Corporation)

     In the Entergy London and CitiPower sales transactions, Entergy or its
subsidiaries  made certain warranties to the purchasers.  These  warranties
include   representations  regarding  litigation,  accuracy  of   financial
accounts, and the adequacy of existing tax provisions.  Notice of  a  claim
on  the  CitiPower  warranties must have been given by December  2000,  and
Entergy's  potential liability is limited to A$100 million  ($51  million).
Notice  of  a  claim on the Entergy London warranties had to be  given  for
certain items by December 1999, and for the tax warranties, must have  been
given  by June 30, 2001.  Entergy's liability is limited to BPS1.4  billion
($2.0  billion) on certain tax warranties and BPS140 million ($200 million)
on  the  remaining warranties relating to the Entergy London sale.  Entergy
also  agreed  to maintain the net asset value of the subsidiary  that  sold
Entergy London at $700 million through June 30, 2001.

      For  both  of the sales, the notice period is extended  if  a  taxing
authority  has  begun  a  review before expiration of  the  notice  period.
Entergy received notice in June 2001 from both purchasers regarding  issues
that have not been resolved by the respective taxing authorities concerning
reviews  that commenced before the notice deadlines.  Entergy responded  to
both  purchasers, and denies that valid claims by the purchasers have  been
made  under the warranties.  Management periodically reviews reserve levels
for  these  warranties and as of June 30, 2001 believes it  has  adequately
provided for the ultimate resolution of these matters.

Nuclear  Insurance, Spent Nuclear Fuel, and Decommissioning Costs  (Entergy
Corporation,  Entergy  Arkansas, Entergy Gulf  States,  Entergy  Louisiana,
Entergy Mississippi, Entergy New Orleans, and System Energy)

      See  Note  9  to  the  financial statements  in  the  Form  10-K  for
information on nuclear liability, property and replacement power insurance,
related  NRC  regulations, the disposal of spent nuclear fuel, other  high-
level  radioactive waste, and decommissioning costs associated with ANO  1,
ANO  2, River Bend, Waterford 3, Grand Gulf 1, Pilgrim, Indian Point 3, and
FitzPatrick.

Environmental Issues

 (Entergy Arkansas)

      In previous years, Entergy Arkansas has received notices from the EPA
and  the Arkansas Department of Environmental Quality (ADEQ) alleging  that
Entergy Arkansas, along with others, may be a potentially responsible party
(PRP)  for clean-up costs associated with a site in Arkansas.  As  of  June
30,  2001,  a  remaining recorded liability of approximately  $5.0  million
existed related to the cleanup of that site.

 (Entergy Gulf States)

      Entergy  Gulf States has been designated as a PRP for the cleanup  of
certain  hazardous waste disposal sites.  Entergy Gulf States is  currently
negotiating  with the EPA and state authorities regarding  the  cleanup  of
these  sites.   As  of  June 30, 2001, a remaining  recorded  liability  of
approximately $17.0 million existed related to the cleanup of the remaining
sites at which the EPA has designated Entergy Gulf States as a PRP.

(Entergy Louisiana and Entergy New Orleans)

      During 1993, the Louisiana Department of Environmental Quality (LDEQ)
issued  new  rules  for  solid waste regulation,  including  regulation  of
wastewater  impoundments.  Entergy Louisiana and Entergy New  Orleans  have
determined  that certain of their power plant wastewater impoundments  were
affected  by  these regulations and have chosen to upgrade or  close  them.
Recorded  liabilities in the amounts of $5.8 million for Entergy  Louisiana
and  $0.5  million  for Entergy New Orleans existed at June  30,  2001  for
wastewater upgrades and closures.  Completion of this work is awaiting LDEQ
approval.

City Franchise Ordinances   (Entergy New Orleans)

      Entergy New Orleans provides electric and gas service in the City  of
New  Orleans pursuant to franchise ordinances.  These ordinances contain  a
continuing  option  for the City to purchase Entergy New Orleans'  electric
and gas utility properties.

Waterford 3 Lease Obligations  (Entergy Louisiana)

      On  September 28, 1989, Entergy Louisiana entered into three separate
but  substantially  identical transactions for the sale  and  leaseback  of
undivided interests (aggregating approximately 9.3%) in Waterford 3,  which
were  refinanced  in 1997. Upon the occurrence of certain  events,  Entergy
Louisiana  may be obligated to pay amounts sufficient to permit  the  Owner
Participants to withdraw from these lease transactions and may be  required
to  assume  the outstanding bonds issued to finance, in part, the  lessors'
acquisition of the undivided interests in Waterford 3.  See Note 10 to  the
financial statements in the Form 10-K for further information.

Employment Litigation  (Entergy Corporation, Entergy Arkansas, Entergy Gulf
States, Entergy Louisiana, and Entergy Mississippi)

      Entergy  Corporation, Entergy Arkansas, Entergy Gulf States,  Entergy
Louisiana,  and  Entergy Mississippi are defendants  in  numerous  lawsuits
filed  by  former employees asserting that they were wrongfully  terminated
and/or  discriminated against on the basis of age, race, and/or  sex.   The
defendant  companies  are vigorously defending these  suits  and  deny  any
liability to the plaintiffs.  However, no assurance can be given as to  the
outcome of these cases.

Reimbursement Agreement  (System Energy)

      Under  a  bank  letter of credit and reimbursement agreement,  System
Energy  has agreed to a number of covenants relating to the maintenance  of
certain  capitalization and fixed charge coverage  ratios.   System  Energy
agreed,  during the term of the agreement, to maintain its  equity  at  not
less  than 33% of its adjusted capitalization (defined in the agreement  to
include  certain  amounts  not  included in  capitalization  for  financial
statement  purposes).   In  addition, System  Energy  must  maintain,  with
respect to each fiscal quarter during the term of the agreement, a ratio of
adjusted  net  income to interest expense (calculated,  in  each  case,  as
specified in the agreement) of at least 1.60 times earnings.  System Energy
was in compliance with the above covenants at June 30, 2001.  See Note 9 to
the financial statements in the Form 10-K for further information.

Litigation   (Entergy Corporation, Entergy Arkansas, Entergy  Gulf  States,
Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans)

     In addition to those proceedings discussed elsewhere herein and in the
Form  10-K,  Entergy and the domestic utility companies are involved  in  a
number  of  other  legal proceedings and claims in the ordinary  course  of
their  businesses.  While management is unable to predict  the  outcome  of
these  other  legal proceedings and claims, it is not expected  that  their
ultimate  resolution  individually or collectively  will  have  a  material
adverse  effect  on  the results of operations, cash  flows,  or  financial
condition of these entities.


NOTE 2.  RATE AND REGULATORY MATTERS

Electric Industry Restructuring

     Previous  developments and information related  to  electric  industry
restructuring  are presented in Note 2 to the financial statements  in  the
Form 10-K.

Arkansas

(Entergy Corporation and Entergy Arkansas)

     As  discussed in Note 2 to the financial statements in the Form  10-K,
the  target  date for retail open access has been delayed until  no  sooner
than October 1, 2003 and no later than October 1, 2005.

     In October 2000, in compliance with the currently enacted deregulation
law,  Entergy  Arkansas filed a market power study in accordance  with  the
guidelines  adopted by the APSC.  In December 2000, Entergy Arkansas  filed
an  application  for  approval to transfer Entergy  Arkansas'  transmission
assets   to  the  Transco.   In  February  2001,  Entergy  Arkansas   filed
supplemental  testimony to address the effects of the proposed  Transco  on
Entergy  Arkansas' market power.  In July 2001, Entergy  Arkansas  filed  a
request, which the APSC approved, to suspend proceedings regarding  Transco
pending further action in the FERC-mandated mediation proceedings.

Texas (Entergy Corporation and Entergy Gulf States)

     As  discussed in Note 2 to the financial statements in the Form  10-K,
the  Texas  legislature enacted a law providing for retail open  access  by
most  investor-owned electric utilities, including Entergy Gulf States,  on
January 1, 2002, unless delayed by the PUCT.  As described below, the  PUCT
staff  and  certain  cities served by Entergy Gulf  States  filed  separate
petitions with the PUCT in August 2001 requesting relief that may result in
a  delay  in  retail competition in the power region in which Entergy  Gulf
States  operates in Texas.  With retail open access, generation and  a  new
retail  electric  provider  operation will be competitive  businesses,  but
transmission  and  distribution operations will continue to  be  regulated.
The new retail electric providers will be the primary point of contact with
customers.

Business Separation Plan

     Entergy  Gulf  States'  business  separation  plan  provides  for  the
separation  of  its  generation,  transmission,  distribution  and   retail
electric functions.  It has been amended during the course of various  PUCT
and  LPSC  proceedings  and  is subject to further  change  and  regulatory
proceedings as described below.

      The amended plan currently provides that Entergy Gulf States will  be
separated into the following principal companies:

     o a Texas distribution company, which will own and operate Entergy Gulf
       States' electric distribution system in Texas;
     o a Texas generation company (which may be more than one legal entity),
       which initially will purchase capacity and energy from the generating
       assets allocated to Texas load (Texas generating assets), and
       eventually will own those assets;
     o Texas retail electric providers, which will provide competitive retail
       electric service in Texas; and
     o Entergy Gulf States-Louisiana.

Entergy Gulf States-Louisiana will:

     o own and operate Entergy Gulf States' electric distribution system in
       Louisiana, the Texas generating assets (until they are transferred to
       the Texas generation company), the remainder of Entergy Gulf States'
       generating assets, and Entergy Gulf States' other businesses that are
       not separated, and own Entergy Gulf States' transmission assets
       allocated to Louisiana (until they are transferred to the intermediate
       transmission company described in the next bullet); and
     o indirectly own a portion of an intermediate transmission company,
       which will own Entergy Gulf States' electric transmission assets
       allocated to Texas, and later Entergy Gulf States' transmission assets
       allocated to Louisiana.

      Entergy Gulf States' assets and liabilities (other than its long-term
debt  and  liabilities) will be allocated among these  companies  generally
based  upon  categorizing  them  by function.   Entergy  Gulf  States  will
allocate assets and liabilities not associated with a single function based
upon  specified factors.   In an April 2001 filing with the LPSC discussing
its  separation methodology, Entergy Gulf States included a  balance  sheet
separated  by  jurisdiction and function.  The balance sheet was  based  on
September  30, 1999 balances.  In this balance sheet, Entergy  Gulf  States
allocated  approximately  27% of the net utility  plant  balance  to  Texas
generation,  approximately 12% to Texas distribution, approximately  6%  to
Texas  transmission, approximately 7% to Louisiana transmission,  and  less
than  1%  to  Texas  retail.  Applying these percentages  to  Entergy  Gulf
States'  June  30, 2001 net utility plant book value of $4.2  billion,  for
illustrative  purposes  only, results in net book values  of  approximately
$1.2  billion  for Texas generation, approximately $580 million  for  Texas
distribution,   approximately   $180  million   for   Texas   transmission,
approximately  $210 million for Louisiana transmission,  approximately
$20  million  for  Texas retail, and would result in approximately $2.0
billion for the remainder of Entergy Gulf States-Louisiana.  The actual
allocations  could  materially differ from these figures because of a number
of factors, including changes to  the  plan  and  the  allocation methodology.
In addition,  the  actual allocations will be based on allocation factors
and account balances as  of a different date.

     The  business  separation  plan provides  that  Entergy  Gulf  States-
Louisiana  will  retain  liability  for  all  of  its  long-term  debt  and
liabilities  and that the property transferred to the Texas companies  will
be  released from the lien of Entergy Gulf States' mortgage on the basis of
property  additions, retired bond credits, or both.  Pursuant  to  separate
agreements,   the   Texas  distribution  company   and   the   intermediate
transmission  company  will each assume a portion of Entergy  Gulf  States'
long-term  debt and liabilities, which assumptions will not act to  release
Entergy  Gulf States-Louisiana's liability.  The Texas distribution company
and  the  intermediate  transmission company  will  undertake  to  pay  the
outstanding assumed long-term debt and liabilities by the end of  2002  and
2004,  respectively.   Entergy  must provide a  contingent  indemnity  with
respect  to  the  intermediate transmission company's  assumed  portion  of
Entergy  Gulf States' long-term debt and liabilities in the event that  the
obligations  under the debt assumption agreement have not been extinguished
prior to the end of 2002.  Texas generation company will be required to pay
an  allocated  portion of the outstanding principal amount of Entergy  Gulf
States'  long-term  debt and liabilities each time  that  Texas  generating
assets are transferred to it, which must be completed no later than 2004.

     After  the transfer of the Texas distribution and transmission  assets
contemplated by the current business separation plan, the distribution  and
transmission businesses conducted by the Texas distribution company and the
intermediate  transmission  company,  respectively,  will  continue  to  be
regulated as to rates by the PUCT and the FERC, respectively.  Accordingly,
management   believes  that  the  Texas  distribution   company   and   the
intermediate transmission company will be able to fund the payment  of  the
assumed  debt  by  the end of 2002 from a combination  of  cash  flow  from
operations and third party financing.

     Entergy  Gulf States filed the business separation plan with the  PUCT
in  January  2000 and amended that plan in November 2000 and January  2001.
In  May 2001, the PUCT approved the amended business separation plan.   The
outcome  of  the LPSC proceedings described below, which have  resulted  in
amendments  to  the  plan beyond what was approved by  the  PUCT,  will  be
reported  to  the  PUCT and the Office of Public Utility  Counsel  and  may
require  additional  PUCT  action before the business  separation  plan  is
final.   In  addition, the petitions described below that may result  in  a
delay in retail competition may affect the approval.

     The  LPSC  opened  a  docket  to identify  the  changes  in  corporate
structure and operations of Entergy Gulf States, and their potential impact
on  Louisiana retail ratepayers, resulting from restructuring in Texas  and
Arkansas.   In  those proceedings, Entergy Gulf States and the  LPSC  staff
reached a settlement on certain Texas business separation plan issues,  and
after  a  May 2001 hearing, the LPSC issued an interim order in  July  2001
approving the settlement.  In July 2001, Entergy Gulf States and  the  LPSC
staff completed an additional settlement on business separation plan issues
relating  to  the  separation of Texas distribution and transmission.    A
hearing on the distribution and  transmission settlement has  been held and
a decision is expected in  September 2001.  With  respect to  issues related
to the separation of  generation, Entergy Gulf States and the  LPSC  staff
are  preparing a  revised procedural schedule  to  address remaining  issues
in a timely  manner.  The procedural  schedule  initially will focus on the
power sale  agreement described below.

Generation-related Issues

     Regarding  the generation-related issues referred to in the  preceding
paragraph, Entergy Gulf States has not yet reached agreement with the  LPSC
staff  on certain matters related to the separation of the Texas generating
assets.  Entergy Gulf States has proposed that Texas generating assets be a
jurisdictional  portion (approximately 45 - 50%) of each  generating  plant
and  that  Entergy  Gulf States-Louisiana continue to operate  the  plants.
Entergy  Gulf States has also suggested that certain generating  assets  be
allocated  by  specific  plant such that the Texas generating  assets  have
approximately the Texas jurisdictional portion of the capacity and value of
all of Entergy Gulf States' generating assets.

     Until  the  Texas  generating  assets are  transferred  to  the  Texas
generation company, which, as currently proposed, will occur by the end  of
2004,  Entergy Gulf States-Louisiana expects to sell most of  the  capacity
and  energy from these assets to the Texas generation company under a power
sale  agreement.    The power sale agreement  is expected  to  require  the
Texas generation company to pay all costs, including a reasonable return on
equity,  for  the capacity and energy of the Texas generating assets.   The
Texas  generation  company is expected to sell most of  this  capacity  and
energy  to  Entergy's  affiliated  Texas retail  electric  providers  at  a
negotiated rate and sell any remainder to the market.  Entergy's affiliated
Texas retail electric providers will use the capacity and energy to provide
retail electric service to retail customers in Texas, including its "price-
to-beat"  obligation, which requires it to sell electricity to  residential
and  small  commercial  customers in the service  territory  of  the  Texas
distribution company at a rate equal to the existing base rates plus a fuel
component.

     Up to 20% of capacity and energy from the Texas generating assets must
be sold to third parties under PUCT rules, or to Entergy's domestic utility
companies that elect to purchase it, as described below:

     o Under the Texas restructuring legislation and a recent stipulation,
       Entergy Gulf States will sell at auction entitlements to approximately
       425 megawatts of its installed generation capacity in Texas currently
       scheduled to begin in September 2001.  In its August 3, 2001 petition
       discussed below, however, the PUCT staff has requested that the PUCT
       suspend Entergy Gulf States' capacity auctions pending consideration
       of the petition.  The obligation to auction capacity entitlements
       continues for up to 60 months after retail open access occurs, or
       until 40% of current customers have chosen an alternative supplier,
       whichever comes first.
     o Under the settlement of System Agreement proceedings, which  are
       described in "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS -
       SIGNIFICANT FACTORS AND KNOWN TRENDS", Entergy's domestic utility
       companies have the option  to  purchase up to 5% of the megawatt
       capacity of the  Texas generating assets.  Each company has until
       November 2001 to elect to purchase its pro rata share of this
       capacity.  If the capacity purchase is elected, it will be for
       the period January 2002 through June 2008.

     Beginning  January  2002,  the  market power  measures  in  the  Texas
restructuring  law  will  prohibit the Texas  generation  company  and  its
affiliates  from  owning and controlling more than  20%  of  the  installed
generation capacity located in, or capable of delivering electricity to,  a
power  region.   The  implications of this  limit  are  uncertain.   It  is
possible  that  the  Texas generation company or its  affiliates  could  be
required  to auction additional capacity entitlements, divest some  of  the
Texas generating assets, or seek other means of mitigation if found to have
ownership in excess of this limit.

Other PUCT Proceedings

     In March 2001, Entergy Gulf States filed with the PUCT a non-unanimous
settlement  agreement  in  its unbundled cost of  service  proceeding  that
establishes  the  Texas  distribution company's revenue  requirement.   The
settlement  agreement is among Entergy Gulf States,  the  PUCT  staff,  and
other  parties.   Pursuant to a generic rule prescribed by  the  PUCT,  the
Texas distribution company's allowed return on equity will be 11.25%.   The
capital  structure prescribed by the PUCT is 60% debt and  40%  equity.   A
rider  to recover nuclear decommissioning costs will be implemented.   Also
in  the  settlement agreement, the parties agree that Entergy Gulf  States'
Texas  jurisdictional stranded costs and benefits are $0, and no charge  to
recover  stranded  costs  or  credit to refund excess  mitigation  will  be
implemented.   Nevertheless,  if  new  legislation  passes  in  Texas  that
requires or expressly authorizes the PUCT to require Entergy Gulf States to
pass-through   or   share  stranded  benefits  with  its  customers,   that
legislation  will control this issue.  Entergy Gulf States  agreed  in  the
settlement  to  refund any excess earnings resulting from the restructuring
law's  annual report process for 2000 and 2001.  After a hearing  in  April
2001,  the PUCT voted to approve a rate order consistent with the terms  of
the settlement.  A written interim order was signed in May 2001 and a final
order is expected in the fall of 2001.

     In  June  2001,  Entergy filed an application with  the  PUCT  seeking
certification of the Southwest Power Pool (SPP) as a power region under the
Texas  restructuring law.  The proceeding has been abated, however, due  to
FERC's   recent  order  on  the  establishment  of  regional   transmission
organizations  (RTOs), discussed in "MANAGEMENT'S FINANCIAL DISCUSSION  AND
ANALYSIS - SIGNIFICANT FACTORS AND KNOWN TRENDS".  If Entergy Gulf  States'
power  region  in  Texas is not certified by the PUCT  before  retail  open
access  is introduced on January 1, 2002, Entergy's affiliated Texas retail
electric  provider could be required to maintain rates at the price-to-beat
levels  for  residential  and small commercial customers  in  Entergy  Gulf
States'  service  territory beyond January 1, 2007.   Entergy's  affiliated
Texas  retail  electric provider could also be required to offer  rates  to
industrial  and large commercial customers in Entergy Gulf States'  service
territory that are no higher than the rates that, on a bundled basis,  were
in effect on January 1, 1999, subject to fuel factor adjustments. Entergy's
affiliated Texas  retail electric provider  might also  face  requests  for
restrictions in its ability to compete for retail customers in parts of its
power  region  in Texas outside of its current service area.   Neither  the
timing nor the outcome of the power region certification proceeding can  be
predicted at this time.

     In July 2001, Entergy Gulf States filed an application for approval of
the  fuel  factor  portion of Entergy's affiliated  Texas  retail  electric
provider's  price-to-beat rates.  The non-fuel component of  the  price-to-
beat  rate is based on Entergy Gulf States' current base rates.   The  fuel
factor  component established in this proceeding will be subject to  a  gas
price update in October 2001.  Entergy Gulf States has recommended that the
PUCT  approve  its current average fuel factor, which currently  is  higher
than  the  average fuel factor included in the filing, in order to maintain
an  adequate  competitive margin.  The request is currently pending  before
the PUCT and an order is expected by December 2001.

     The  PUCT  has designated an Entergy-affiliated Texas retail  electric
provider to serve as the provider of last resort (POLR) for residential and
small  non-residential customers in the service territory  of  Southwestern
Electric  Power  Company (SWEPCO), and for industrial and large  commercial
customers  in  Entergy Gulf States' Texas service territory.  The  contract
with  the PUCT containing the rates at which the designated retail electric
provider will provide service to these customer classes has been signed.  A
proceeding  has  been  initiated to designate  SWEPCO's  affiliated  retail
electric provider as the POLR for the residential and small non-residential
customers  in  Entergy Gulf States' Texas service territory.   If  SWEPCO's
affiliate  is  not  designated as the POLR for Entergy Gulf  States'  Texas
service territory, it is possible that the PUCT could designate the Entergy-
affiliated  Texas retail electric provider to serve as the POLR  for  those
customers at the price-to-beat rate.  Neither the timing nor the outcome of
these proceedings can be predicted at this time.

     The  Texas  legislation  requires Entergy Gulf  States  to  conduct  a
customer   choice   "Pilot  Project"  for  retail  customers.    The   full
implementation originally scheduled for June 1, 2001 was delayed until July
31,  2001.   The  PUCT is scheduled to evaluate the results  of  the  Pilot
Project beginning in November 2001.  If the PUCT determines, based upon the
results  of the evaluation, that the Entergy Gulf States' power  region  is
unable  to  offer  fair  competition and reliable  service  to  all  retail
customer classes on January 1, 2002, the PUCT is required to delay customer
choice  for  the  power region.  The PUCT can also choose to  continue  the
Pilot  Project.  If retail open access is delayed, the PUCT has the  option
to  thereafter establish new rates for all electric utilities in the  power
region under cost-of-service ratemaking.

     On August 3, 2001, the PUCT staff filed a petition requesting that the
PUCT  determine whether the market is ready for retail competition  in  the
portion  of  Texas  within  the Southeastern Electric  Reliability  Council
(SERC),  which  includes Entergy Gulf States' service  territory.   In  its
petition, the  PUCT  staff  states that the  retail  electric  power  pilot
programs  in SERC have not been successful to date in creating competition.
The  petition also states that, in light of information received by the
PUCT  staff  indicating a lack of interest in SERC by the  retail  electric
provider community at this time and the uncertainty surrounding the  status
of  an  RTO in SERC, it is unlikely that the competitive situation in  SERC
will  improve to any significant degree before the current date for full
customer choice to begin  in SERC.   The  PUCT  staff  also requests an
expedited  procedural  schedule.  Entergy  Gulf States' initial response to
the PUCT staff's petition is due by August 13, 2001.  Certain  cities served
by Entergy Gulf States also filed a petition  asking the  PUCT  to  delay
competition for Entergy Gulf  States.     Entergy Gulf States is  unable
to  predict whether PUCT action on this petition will result in  delays  or
modifications  of  the implementation of competition or  the  Entergy  Gulf
States business separation plan.

Other Regulatory Proceedings and Uncertainties

     In  addition to the PUCT and LPSC proceedings relating to the business
separation plan described above, certain aspects of the business separation
plan  will  also have to be approved by the SEC under PUHCA.  Entergy  Gulf
States  filed an application for SEC approval in August 2001.  In addition,
as   discussed  in  "MANAGEMENT'S  FINANCIAL  DISCUSSION  AND  ANALYSIS   -
SIGNIFICANT  FACTORS  AND  KNOWN TRENDS", FERC has  approved  a  settlement
providing  for certain amendments to the System Agreement required  by  the
Texas  restructuring.   Certain  aspects of the  Texas  restructuring  will
require  additional FERC approvals.  Entergy Gulf States will also have  to
obtain  the  approval of the NRC to transfer ownership of any  interest  in
River Bend.

     The  regulatory  proceedings described above have  affected,  and  are
likely  to  continue to affect, the final form and timing of implementation
of  the  business separation plan.  It is possible that these approvals  or
related regulatory orders

     o may not be received in time to implement the plan on January 1, 2002;
     o may be obtained with requirements or conditions that differ from the
       business separation plan described above or that conflict with each
       other; or
     o may be obtained with conditions that are unacceptable to Entergy or
       that do not permit timely implementation.

Entergy  Gulf  States'  business separation plan has already  been  amended
during  the course of the PUCT and LPSC proceedings described above and  is
subject to further change as a result of the regulatory approval process or
otherwise.   As  a  result,  no assurance can be given  that  the  business
separation plan will be implemented as described above or that it will  not
change significantly before implementation.

Louisiana

(Entergy Corporation and Entergy Louisiana)

      As  discussed in Note 2 to the financial statements in the Form 10-K,
the  LPSC directed the LPSC staff, outside consultants, and counsel to work
together  to  analyze  and resolve issues related  to  competition  and  to
recommend  a  plan for consideration by the LPSC.  In July 2001,  the  LPSC
staff submitted a final response to the LPSC.  In its report the LPSC staff
concludes  that  retail competition is not in the public interest  at  this
time  for any customer class.  Nevertheless, the LPSC staff recommends that
retail open access be made available for certain large industrial customers
as  early  as  January  2003.   An eligible  customer  choosing  to  go  to
competition would be required to provide its utility with a minimum of  six
months  notice  prior to the date of retail open access.   The  LPSC  staff
report also recommends that all customers who do not currently co- or self-
generate, or have co- or self-generation under construction as of a date to
be  specified by the LPSC, remain liable for their share of stranded costs.
This proposal is currently pending consideration by the LPSC.

Retail Rate Proceedings

       Previous  developments  and  information  related  to  retail   rate
proceedings are presented in Note 2 to the financial statements in the Form
10-K.

Filings with the APSC  (Entergy Corporation and Entergy Arkansas)

     In March 2001, Entergy Arkansas filed its annually redetermined energy
cost  rate  with the APSC in accordance with the energy cost rate  formula,
including  a  new energy allocation factor.  The filing reflected  that  an
increase  was  warranted due to the increase in fuel  and  purchased  power
costs in 2000 and the accumulated under-recovery of 2000 energy costs.  The
increased energy cost rate is effective April 2001 through March 2002.

     As  discussed in Note 2 to the financial statements in the Form  10-K,
Entergy  Arkansas  is  operating under the terms of a settlement  agreement
approved  by  the APSC that allows the collection of excess earnings  in  a
transition cost account.  In June 2001, upon recommendation from the  APSC,
Entergy  Arkansas recorded an adjustment for 2000 excess  earnings  in  the
transition  cost  account  of  $10.9  million  ($6.7  million  after  tax).
Interest of $3.0 million ($1.8 million after tax) was also recorded in  the
transition cost account for the first six months of 2001.

December 2000 Ice Storms

     In  mid-  and late December 2000, two separate ice storms left 226,000
and  212,500  Entergy  Arkansas customers, respectively,  without  electric
power  in  its  service  area.  The storms were  the  most  severe  natural
disasters  ever to affect Entergy Arkansas, causing damage to  transmission
and  distribution lines, equipment, poles, and facilities. In  April  2001,
Entergy  Arkansas  filed  with  the  APSC  a  proposal  to  recover,   over
approximately a five and one-half year period, costs plus carrying  charges
associated  with power restoration caused by the December 2000 ice  storms.
In  an  order issued in June 2001, the APSC decided that it would not  give
final approval to Entergy's proposed storm cost recovery rider outside of a
fully  developed  cost-of-service study in a general rate proceeding.   The
APSC  action resulted in the deferral in 2001 of previously expensed  storm
damage costs as reflected in Entergy Arkansas' financial statements.  In  a
subsequent decision, the APSC ordered Entergy Arkansas to commence  such  a
proceeding by January 2002.

     In  the  subsequent  order,  the APSC also  established  a  procedural
schedule to consider putting an interim rider in place to recover  the  ice
storm  costs,  subject to refund.  The schedule calls for  a  January  2002
hearing  date and the issuance of a decision by February 2002.   In  accord
with  the  schedule,  Entergy Arkansas filed its final  storm  damage  cost
determination,  which reflects costs of approximately  $195  million.   The
filing  asks for recovery of approximately $170 million through  the  rider
over  approximately a six and one-half year period. The  remainder  of  the
costs is primarily capital expenditures that will be included in rate  base
in  future general rate proceedings.  No assurance can be given as  to  the
timing or outcome of these proceedings before the APSC.

Filings with the PUCT and Texas Cities

Recovery of River Bend Costs  (Entergy Corporation and Entergy Gulf States)

     In March 1998, the PUCT disallowed recovery of $1.4 billion of company-
wide  abeyed River Bend plant costs, which have been held in abeyance since
1988.   Entergy Gulf States appealed the PUCT's decision on this matter  to
the  Travis  County District Court in Texas.  Subsequent to the  June  1999
settlement agreement discussed in Note 2 to the financial statements in the
Form  10-K,  Entergy Gulf States removed the reserve for River  Bend  plant
costs  held in abeyance and reduced the net book value of the plant  asset.
The  June  1999  settlement  agreement limits  potential  recovery  of  the
remaining plant asset, less depreciation, to $115 million as of January  1,
2002.   In  the unbundled cost of service settlement discussed  above,  and
consistent with the June 1999 settlement, Entergy Gulf States agrees not to
prosecute  its  appeal  until January 1, 2002.  Entergy  Gulf  States  also
agrees that it will not seek recovery of the abeyed plant costs through any
additional charge to Texas ratepayers.  The financial statement  impact  of
the  settlement agreement on the abeyed plant costs will ultimately  depend
on  several  factors,  including the probable  discontinuance  of  SFAS  71
accounting treatment to the Texas generation business, the determination of
the  market  value  of  generation assets, and the  possible  enactment  of
legislation in Texas requiring the pass-through or sharing of any  stranded
benefits  with Texas ratepayers.  No assurance can be given that additional
reserves or write-offs will not be required in the future.

PUCT Fuel Cost Review  (Entergy Corporation and Entergy Gulf States)

     As  determined in the June 1999 settlement agreement discussed in Note
2 to the financial statements in the Form 10-K, Entergy Gulf States adopted
a  methodology  for calculating its fixed fuel factor based on  the  market
price of natural gas.  This calculation and any necessary adjustments occur
semi-annually and will continue until December 2001 unless the PUCT  orders
otherwise.   In  July  2001, Entergy Gulf States  filed  with  the  PUCT  a
petition  to  abolish  the fuel factor methodology and  to  permit  instead
Entergy  Gulf States' existing fixed fuel factor to remain in effect  until
the  fuel factor component of its price-to-beat rate takes effect.  Entergy
Gulf  States cannot predict whether the PUCT will grant the petition.   The
amounts collected under Entergy Gulf States' fixed fuel factor through  the
date  retail  open  access  commences are subject  to  fuel  reconciliation
proceedings before the PUCT.

      In January 2001, Entergy Gulf States filed a fuel reconciliation case
covering  the  period from March 1, 1999 to August 31, 2000.  Entergy  Gulf
States  is  reconciling approximately $583 million of  fuel  and  purchased
power  costs.   As part of this filing, Entergy Gulf States  requested  the
collection  of  $28  million, plus interest, of  under-recovered  fuel  and
purchased power costs.  A procedural schedule has been established  calling
for  a  hearing  in  August  2001.  The PUCT has deferred  additional  fuel
surcharges  for several utilities including Entergy Gulf States  until  the
final  fuel  reconciliation that is scheduled to be filed  in  March  2003.
Therefore, no assurance can be given as to the collection of the  surcharge
prior to that time.

     In  March 2001, Entergy Gulf States filed an application with the PUCT
requesting  an interim surcharge to collect $82 million, plus interest,  of
under-recovered fuel and purchased power expenses incurred  from  September
2000  through  January  2001.  In May 2001, the PUCT  denied  Entergy  Gulf
States'  request to implement the interim fuel surcharge and  ordered  that
the  uncollected fuel surcharge be carried over subject to the  final  fuel
reconciliation that is scheduled to be filed in March 2003.

Filings with the LPSC

Annual Earnings Reviews  (Entergy Corporation and Entergy Gulf States)

      In  June  2001, the LPSC approved a settlement between  Entergy  Gulf
States  and  the  LPSC  staff to refund $25.9 million, including  interest,
resolving  issues in Entergy Gulf States' third, sixth, and  seventh  post-
merger  earnings reviews filed with the LPSC in May 1996, 1999,  and  2000,
respectively.  The refund is being made over a three month period beginning
July 2001.  The settlement resolved the prospective return on common equity
issue  on  remand  from the Louisiana Supreme Court in the  third  earnings
review.   Refund  issues from the sixth and seventh earnings  reviews  were
also resolved; however, certain prospective issues remain in dispute.   The
LPSC  approved  an 11.1% return on common equity through June  2003,  which
Entergy  Gulf  States  was  allowed to include in  its  eighth  post-merger
earnings analysis discussed below.

     In May 2001, Entergy Gulf States filed its eighth required post-merger
earnings analysis with the LPSC.  This filing will be subject to review  by
the LPSC, which may result in a change in rates.  A procedural schedule has
not yet been established.

Formula Rate Plan Filings  (Entergy Corporation and Entergy Louisiana)

     In May 2000, Entergy Louisiana submitted its fifth annual performance-
based formula rate plan filing.  The filing used a 1999 test year.  As a
result of this filing,  Entergy Louisiana implemented a $24.8 million base
rate  reduction in  August 2000.  Entergy Louisiana has reached a proposed
settlement  with the  LPSC staff in which Entergy Louisiana has agreed to
increase to $28.2 million the total base rate reduction,  effective August
2000.    The settlement  resolves  all  issues  in the  proceeding  except
for  Entergy Louisiana's  claim for an increase in its allowed return on
common  equity from 10.5% to 11.6%.  A procedural schedule has not yet been
established by the  LPSC for its consideration of the proposed settlement
and the return on  common equity issue.

       In   April  2001,  Entergy  Louisiana  submitted  its  sixth  annual
performance-based  formula rate plan filing, which used a 2000  test  year.
The filing   indicated  that  an  immaterial  base  rate  reduction  might
be appropriate.   This  filing  will be subject to  review  by  the  LPSC.
A procedural schedule has not yet been established by the LPSC.

Fuel   Adjustment  Clause  Litigation   (Entergy  Corporation  and  Entergy
Louisiana)

      In  May 1998, a group of ratepayers filed a complaint against Entergy
Corporation, Entergy Power, and Entergy Louisiana in state court in Orleans
Parish  purportedly  on  behalf of all Entergy Louisiana  ratepayers.   The
plaintiffs  seek treble damages for alleged injuries arising  from  alleged
violations  by  the defendants of Louisiana's antitrust laws in  connection
with the costs included in fuel filings with the LPSC and passed through to
ratepayers.  Plaintiffs also requested that the LPSC initiate a  review  of
Entergy  Louisiana's  monthly  fuel adjustment  charge  filings  and  force
restitution  to  ratepayers of all costs that the  plaintiffs  allege  were
improperly  included  in  those fuel adjustment  filings.   A  few  parties
intervened in the LPSC proceeding.  In direct testimony, plaintiffs purport
to  quantify many of their claims for the period 1989 through  1998  in  an
amount totaling $544 million, plus interest.

     Entergy Louisiana has agreed to settle both of these proceedings.  The
LPSC  approved the settlement agreement following a fairness hearing before
an ALJ in November 2000.  The state court certified the plaintiff class and
approved the settlement after a fairness hearing in April 2001.  Under  the
terms  of  the settlement agreement, Entergy Louisiana agreed to refund  to
customers approximately $72 million to resolve all claims arising out of or
relating to Entergy Louisiana's fuel adjustment clause filings from January
1,  1975 through December 31, 1999, except with respect to purchased  power
and associated costs included in the fuel adjustment clause filings for the
period  May  1  through  September 30, 1999.  Entergy Louisiana  previously
recorded reserves for the refund, which Entergy Louisiana began making over
a  three month period beginning in July of 2001 through the fuel adjustment
clause.

      Also under the terms of the settlement, Entergy Louisiana consents to
future fuel cost recovery under a long-term gas contract based on a formula
that  would  likely  result in an under-recovery of actual  costs  for  the
remainder  of  the  contract's term, which runs through 2013.   The  future
under-recovery cannot be precisely estimated at this time because  it  will
depend upon factors that are not certain, such as the price of gas and  the
amount  of  gas  purchased under the long-term contract.  In recent  years,
Entergy Louisiana has made purchases under that contract totaling from  $91
million  to $121 million annually.  Had the proposed settlement terms  been
applicable  to such purchases, the under-recoveries would have ranged  from
$4 million to $9 million per year.

Filings with the MPSC  (Entergy Corporation and Entergy Mississippi)

     In  March  2001, Entergy Mississippi submitted its annual performance-
based  formula  rate  plan filing for the 2000 test  year.   The  submittal
indicated  that  a  $6.7 million rate increase adjustment  was  appropriate
under  the  formula rate plan.  In April 2001, the MPSC Staff  and  Entergy
Mississippi  entered into a stipulation that provides for  an  increase  of
$5.6 million, which was approved by the MPSC and was effective May 2001.

Filings with the Council (Entergy Corporation and Entergy New Orleans)

Rate Proceedings

      In  June 2001, Entergy New Orleans filed with the Council for changes
in  gas  and electric rates based on a test year ending December 31,  2000.
The  filing indicated that an increase in both gas and electric rates might
be  appropriate.  Proceedings  on Entergy New  Orleans'  filing  have  been
deferred until June 2002.

Fuel Adjustment Clause Litigation

     In April 1999, a group of ratepayers filed a complaint against Entergy
New  Orleans, Entergy Corporation, Entergy Services, and Entergy  Power  in
state  court  in  Orleans Parish purportedly on behalf of all  Entergy  New
Orleans  ratepayers.   The  plaintiffs  seek  treble  damages  for  alleged
injuries  arising  from the defendants' alleged violations  of  Louisiana's
antitrust laws in connection with certain costs passed on to ratepayers  in
Entergy  New  Orleans'  fuel  adjustment  filings  with  the  Council.   In
particular, plaintiffs allege that Entergy New Orleans improperly  included
certain  costs  in  the calculation of fuel charges and  that  Entergy  New
Orleans imprudently purchased high-cost fuel from other Entergy affiliates.
Plaintiffs allege that Entergy New Orleans and the other defendant  Entergy
companies conspired to make these purchases to the detriment of Entergy New
Orleans'  ratepayers  and  to  the benefit of  Entergy's  shareholders,  in
violation  of Louisiana's antitrust laws.  Plaintiffs also seek to  recover
interest  and  attorneys' fees.  Exceptions to the plaintiffs'  allegations
were  filed  by  Entergy, asserting, among other things, that  jurisdiction
over  these issues rests with the Council and FERC.  If necessary,  at  the
appropriate  time, Entergy will also raise its defenses  to  the  antitrust
claims.   At  present, the suit in state court is stayed by stipulation  of
the parties.

      Plaintiffs  also filed this complaint with the Council  in  order  to
initiate  a  review  by the Council of the plaintiffs' allegations  and  to
force  restitution to ratepayers of all costs they allege  were  improperly
and  imprudently  included in the fuel adjustment filings.   Discovery  has
begun in the proceedings before the Council.  Testimony was filed on behalf
of   the  plaintiffs  in  this  proceeding  in  April  2000  and  has  been
supplemented.  The testimony, as supplemented, asserts, among other things,
that  Entergy  New  Orleans  and  other defendants  have  engaged  in  fuel
procurement  and power purchasing practices and included costs  in  Entergy
New  Orleans'  fuel  adjustment that could have  resulted  in  New  Orleans
customers  being  overcharged by more than $98 million  over  a  period  of
years.   In  June  2001, the Council's Advisors filed  testimony  on  these
issues  in which they allege that Entergy New Orleans ratepayers  may  have
been  overcharged  by  more than $32 million, the vast majority of which is
reflected in the plaintiffs' claim.  However,  it  is  not  clear precisely
what  periods  and damages are being alleged in  the  proceeding.   Entergy
intends  to  defend  this  matter vigorously, both in court and  before the
Council.   Hearings   are  to  be  held  in November  2001.   The  ultimate
outcome  of  the lawsuit and the Council proceeding cannot be predicted  at
this time.

Natural Gas Purchases

      In  a  resolution adopted August 2, 2001, the Council ordered Entergy
New  Orleans  to  account for $30.1 million of certain  natural  gas  costs
charged to its gas distribution customers from July 1997 through May  2001.
The  resolution  suggests that refunds may be due to the  gas  distribution
customers  if Entergy New Orleans cannot account satisfactorily  for  these
costs.  Entergy New Orleans' response to the Council is due within 45  days
of  the adoption of the resolution.  The ultimate outcome of the proceeding
cannot be predicted at this time.

Proposed  System  Energy  Rate  Increase   (Entergy  Corporation,   Entergy
Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans,  and
System Energy)

      As  discussed in Note 2 to the financial statements in the Form 10-K,
System  Energy  applied  to  FERC in May 1995  for  a  $65.5  million  rate
increase.   The  request sought changes to System Energy's  rate  schedule,
including   increases   in   the   revenue  requirement   associated   with
decommissioning  costs, the depreciation rate, and the rate  of  return  on
common  equity.   In  December  1995, System Energy  implemented  the  rate
increase, subject to refund, for which a portion has been reserved.

      After a hearing, FERC issued an order in July 2000 in the proceeding.
FERC  affirmed the ALJ's adoption of a 10.8% return on equity, but modified
the  return to reflect changes in capital market conditions since the ALJ's
decision.   FERC  adjusted  the rate of return to  10.58%  for  the  period
December  1995  to the date of FERC's decision, and prospectively  adjusted
the  rate  of  return to 10.94% from the date of FERC's  decision.   FERC's
decision  also  changed  other  aspects of System  Energy's  proposed  rate
schedule,  including  the depreciation rate and decommissioning  costs  and
their methodology.

      In  July  2001, FERC denied requests for rehearing, including  System
Energy's   request.   Management  is  currently  evaluating  its   possible
responses  to  this  denial.  System Energy has  provided  reserves  for  a
potential  refund to the rate level of the initial ALJ decision,  including
interest.  Management has analyzed the financial effect of FERC's July 2000
order,  and concluded that a refund to the FERC decision rate level is  not
expected  to have a material adverse effect on Entergy's, System  Energy's,
or the domestic utility companies' results of operations.

Grand Gulf Accelerated Recovery Tariff  (Entergy Arkansas)

      In April 1998, FERC approved the GGART that Entergy Arkansas filed as
part  of the settlement agreement that the APSC approved in December  1997.
The  GGART was designed to allow Entergy Arkansas to pay down a portion  of
its  Grand Gulf purchased power obligation in advance of the implementation
of  retail access in Arkansas.  The GGART provides for the acceleration  of
$165.3  million of its obligation over the period January 1,  1999  through
June  30, 2004.  In April 2001, FERC approved Entergy Arkansas' filing that
requested cessation of the GGART effective July 1, 2001.  Entergy  Arkansas
made  the  filing  pursuant  to the terms of  a  December  2000  settlement
agreement  with  the APSC, which is discussed in Note 2  to  the  financial
statements in the Form 10-K.


NOTE 3.  COMMON STOCK  (Entergy Corporation)

      During  the  six  months  ended June 30,  2001,  Entergy  Corporation
repurchased  203,500  shares of common stock in  the  open  market  for  an
aggregate purchase price of approximately $7.9 million.

     During  the six months ended June 30, 2001, Entergy Corporation issued
2,197,177  shares  of its previously repurchased common  stock  to  satisfy
stock options exercised and employee stock purchases.  In addition, Entergy
Corporation  received  proceeds  of approximately  $2.1  million  from  the
issuance  of  79,473  shares  of  common stock  to  satisfy  stock  options
exercised.


NOTE 4.  LONG-TERM DEBT

(Entergy Arkansas)

     On  July  17,  2001,  Entergy Arkansas issued $100 million  of  6.125%
Series First Mortgage Bonds due July 1, 2005.  The proceeds are being  used
for  general  corporate  purposes, including the retirement  of  short-term
indebtedness associated with ice storm expenses.

(Entergy Gulf States)

      On  August 1, 2001, Entergy Gulf States retired, at maturity,  $122.8
million  of  6.41%  Series First Mortgage Bonds with  internally  generated
funds,   primarily  from  the  Entergy  inter-company  money  pool  funding
arrangement.

(Entergy Louisiana)

      On  April  1,  2001,  Entergy Louisiana retired, at  maturity,  $18.7
million  of  7.875%  Series First Mortgage Bonds with internally  generated
funds.

(Entergy Mississippi)

      On  January 31, 2001, Entergy Mississippi issued $70 million of 6.25%
Series  First Mortgage Bonds due February 1, 2003.  The proceeds are  being
used for general corporate purposes, including the retirement of short-term
indebtedness  incurred from money pool borrowings for capital  expenditures
and working capital needs.

(Entergy New Orleans)

     On  February 23, 2001, Entergy New Orleans issued $30 million of 6.65%
Series First Mortgage Bonds due March 1, 2004. The proceeds are being  used
for  general  corporate  purposes, including the retirement  of  short-term
indebtedness  incurred from money pool borrowings for capital  expenditures
and working capital needs.

(System Energy)

     On August 1, 2001, System Energy retired, at maturity, $135 million of
7.71% Series First Mortgage Bonds with internally generated funds.


NOTE 5.  RETAINED EARNINGS  (Entergy Corporation)

      On July 27, 2001, Entergy Corporation's Board of Directors declared a
common stock dividend of $0.315 per share, payable on September 1, 2001, to
holders of record on August 14, 2001.


NOTE 6.  BUSINESS SEGMENT INFORMATION  (Entergy Corporation)

      Entergy's  reportable  segments as of June  30,  2001,  are  domestic
utility  and  System  Energy,  Entergy-Koch, Entergy  Wholesale  Operations
(EWO),  and  domestic non-utility nuclear.  Prior to the first  quarter  of
2001,  Entergy also reported its power marketing and trading  segment  that
engaged  in  the marketing of wholesale electricity, gas, other  generating
fuels, electric capacity, and financial instruments.  On January 31,  2001,
Entergy  contributed substantially all of the power marketing  and  trading
business to Entergy-Koch, and now reports results from the joint venture as
equity  in  earnings of unconsolidated equity affiliates in  the  financial
statements.  See Note 9 to the financial statements for further  discussion
of  the  investment  in Entergy-Koch, L.P.  EWO, which  includes  Entergy's
global  power  development business, and domestic non-utility nuclear  were
formerly  reported in "all other," but are now reportable  segments.   "All
Other"  now  includes  the parent company, Entergy Corporation,  and  other
business  activity.   Other business activity in the All  Other  column  is
principally gains or losses on the sales of businesses and the earnings  on
the proceeds of those sales.

<TABLE>
<CAPTION>
     Entergy's  segment  financial information for the three  months  ended
June 30, 2001 and 2000 is as follows (in thousands):

                        Domestic    Entergy-    EWO*     Domestic   All Other* Eliminations  Consolidated
                        Utility       Koch/              Non-Utility
                       and System     Power               Nuclear *
                         Energy     Marketing
                                       and
                                    Trading*
<S>                    <C>               <C>  <C>          <C>          <C>        <C>         <C>
2001
Operating Revenues     $2,022,354        $625 $315,407     $150,041     $8,092     ($1,243)    $2,495,276
Equity in Earnings
  (Loss) of Unconsol.
  Equity Affiliates             -      71,478     (698)           -          -            -        70,780
Income Taxes              115,228      26,664      308       21,403      2,239            -       165,842
Net Income (Loss)         175,155      43,463  (13,284)      33,101      7,148            -       245,583

2000
Operating Revenues     $1,697,577    $347,257  $34,901      $62,119     $8,514     ($12,580)   $2,137,788
Income Taxes              120,306       3,055   11,646        8,480      6,376            -       149,863
Net Income                186,946       5,390   27,177       12,073     14,187            -       245,773

</TABLE>
<TABLE>
<CAPTION>

     Entergy's segment financial information for the six months ended  June
30, 2001 and 2000 is as follows (in thousands):


                        Domestic   Entergy-      EWO*     Domestic  All Other* Eliminations  Consolidated
                        Utility      Koch/                  Non-
                       and System    Power                Utility
                         Energy    Marketing             Nuclear *
                                      and
                                   Trading*
<S>                    <C>              <C>    <C>         <C>         <C>         <C>         <C>
2001
Operating Revenues     $4,006,062        $625  $793,352    $329,416    $20,482      ($2,235)   $5,147,702
Equity in Earnings
  (Loss) of Unconsol.
  Equity Affiliates             -      97,146    (1,603)          -          -            -        95,543
Income Taxes (Benefit)    200,733      36,838    (2,269)     42,089     (3,119)           -       274,272
Net Income (Loss)         295,593      60,028   (11,504)     64,484     (2,147)           -       406,454
Total Assets           20,706,094     620,192 1,984,206   2,093,291    958,379     (995,320)   25,366,842

2000
Operating Revenues     $3,098,921    $675,042   $62,532    $122,949    $14,276     ($24,440)   $3,949,280
Income Taxes              191,497       8,929     8,217      17,044      7,001            -       232,688
Net Income                274,284      16,926    24,946      23,531     14,496            -       354,183
Total Assets           20,228,032     724,066 1,758,639     604,973  1,542,609     (534,043)   24,324,276

</TABLE>

Businesses  marked  with * are sometimes referred to  as  the  "competitive
businesses," with the exception of the parent company, Entergy Corporation.
Eliminations are primarily inter-segment activity.


NOTE 7.  ENTERGY-FPL GROUP MERGER  (Entergy Corporation)

     On July 30, 2000, Entergy Corporation and FPL Group, Inc. entered into
a  Merger  Agreement providing for a business combination that  would  have
resulted  in  the  creation of a new company.  On April  1,  2001,  Entergy
Corporation and FPL Group, Inc. terminated the Merger Agreement  by  mutual
decision.   Both companies agreed that no termination fee is payable  under
the  terms  of  the  Merger Agreement, unless within  nine  months  of  the
termination  one  party agrees to a substantially similar transaction  with
another  party.   Each  company will bear its own merger-related  expenses.
Entergy has filed for withdrawal of its merger-related filings submitted to
the FERC, the SEC, and state and local regulatory agencies.


NOTE   8.    DERIVATIVE   INSTRUMENTS  AND  HEDGING  ACTIVITIES    (Entergy
Corporation,  Entergy  Arkansas, Entergy Gulf  States,  Entergy  Louisiana,
Entergy Mississippi, Entergy New Orleans, and System Energy)

      In  June  1998, the FASB issued SFAS 133, "Accounting for  Derivative
Instruments  and  Hedging  Activities,"  which  was  implemented  effective
January  1,  2001.   This  statement  requires  that  all  derivatives   be
recognized in the balance sheet, either as assets or liabilities,  at  fair
value.   The  changes in the fair value of derivatives  are  recorded  each
period  in  current  earnings or other comprehensive income,  depending  on
whether  a derivative is designated as part of a hedge transaction and,  if
it  is, the type of hedge transaction. For fair-value hedge transactions in
which  Entergy  is  hedging  changes in an asset's,  liability's,  or  firm
commitment's  fair  value,  changes in the fair  value  of  the  derivative
instrument  will generally be offset in the income statement by changes  in
the  hedged  item's fair value. For cash-flow hedge transactions  in  which
Entergy is hedging the variability of cash flows related to a variable-rate
asset, liability, or a forecasted transaction, changes in the fair value of
the  derivative instrument will be reported in other comprehensive  income.
The  gains  and  losses on the derivative instrument that are  reported  in
other  comprehensive income will be reclassified as earnings in the periods
in  which earnings are impacted by the variability of the cash flows of the
hedged  item.  The ineffective portion of all hedges will be recognized  in
current-period earnings.

      Entergy utilizes derivative financial instruments primarily  for  the
following purposes:

     o to ensure adequate power supplies and to mitigate certain risks in the
       domestic utility business; and
     o to hedge cash flows for certain risks in its competitive businesses,
       including certain interest rate, currency, and commodity price risks.

The  implementation  of  SFAS  133  did not  materially  impact  the  power
marketing  and  trading business, as its derivative portfolio  was  already
marked-to-market under the provisions of EITF 98-10, "Measuring  the  Value
of  Energy-Related Contracts".  Effective January 1, 2001, Entergy recorded
a  net-of-tax  cumulative-effect-type  adjustment  of  approximately  $18.0
million  reducing accumulated other comprehensive income  to  recognize  at
fair  value  all  derivative instruments that are designated  as  cash-flow
hedging  instruments,  primarily interest rate swaps and  foreign  currency
forward contracts related to Entergy's competitive businesses.

      FASB  is  considering certain interpretations of SFAS 133 that  could
affect the power industry.  Entergy's interpretation of these issues in its
initial implementation of SFAS 133 is based on management's application  of
existing  accounting  literature.   To  the  extent  that  FASB  ultimately
interprets  these  issues  differently than  Entergy,  Entergy's  financial
statements  could  be materially affected in future periods,  although  the
amount of the possible effect cannot be quantified at this time.


NOTE 9.  INVESTMENT IN ENTERGY-KOCH, L.P.  (Entergy Corporation)

     On January 31, 2001, subsidiaries of Entergy and Koch Industries, Inc.
formed  Entergy-Koch, L.P., a limited partnership equally owned by  Entergy
and  Koch  Industries,  Inc.  An eight-member board of  directors,  equally
appointed by Entergy and Koch Industries, Inc., governs Entergy-Koch,  L.P.
As  part  of the joint venture agreement, Entergy contributed substantially
all  of  its power marketing and trading business in the United States  and
the  United  Kingdom  and made other contributions,  including  equity  and
loans,  totaling $414 million.  Koch contributed to the venture its  9,000-
mile  Koch  Gateway  Pipeline  (which  has  been  renamed  the  Gulf  South
Pipeline), gas storage facilities, including the Bistineau storage facility
near  Shreveport,  Louisiana, and Koch Energy Trading, which  marketed  and
traded  electricity,  gas,  weather derivatives, and  other  energy-related
commodities  and services.  Entergy's investment in Entergy-Koch,  L.P.  is
accounted for under the equity method of accounting.  Certain terms of  the
partnership arrangement allocate income from various sources, and the taxes
on  that  income,  on  a  disproportionate basis.   These  disproportionate
allocations have been favorable to Entergy in the aggregate in 2001.
                    __________________________________

      In  the  opinion  of  the management of Entergy Corporation,  Entergy
Arkansas,  Entergy  Gulf  States, Entergy Louisiana,  Entergy  Mississippi,
Entergy   New  Orleans,  and  System  Energy,  the  accompanying  unaudited
condensed   financial   statements  contain  all  adjustments   (consisting
primarily  of normal recurring accruals and reclassification of  previously
reported  amounts to conform to current classifications)  necessary  for  a
fair  statement of the results for the interim periods presented.  However,
the business of the domestic utility companies and System Energy is subject
to  seasonal fluctuations with the peak periods occurring during the  third
quarter.  The results for the interim periods presented should not be  used
as a basis for estimating results of operations for a full year.


<PAGE>


                   ENTERGY CORPORATION AND SUBSIDIARIES
                        PART II. OTHER INFORMATION


Item 1.  Legal Proceedings

     See "PART I, Item 1, Other Regulation and Litigation" in the Form 10-K
for  a  discussion of legal proceedings affecting Entergy.  Set forth below
are updates to the information contained in the Form 10-K.

Ratepayer  Lawsuits   (Entergy Corporation, Entergy  Gulf  States,  Entergy
Louisiana, and Entergy New Orleans)

      See  "Ratepayer Lawsuits, Entergy Louisiana Fuel Clause  Lawsuit"  in
Item  1 of Part I of the Form 10-K for a discussion of the complaints filed
by ratepayers with the LPSC and in Louisiana state court in Orleans Parish.
See "Filings with the LPSC, Fuel Adjustment Clause Litigation" and "Filings
with  the  Council,  Fuel  Adjustment  Clause  Litigation" in Note 2 to the
financial  statements herein for developments that have occurred  since the
filing of the Form 10-K.

     See "Ratepayer Lawsuits, Vidalia Project Sub-Docket" in Item 1 of Part
I  of the Form 10-K and in Item 1 of Part II of the 2001 first quarter Form
10-Q  for  a  discussion  of  the sub-docket  established  in  the  Entergy
Louisiana Fuel Clause Lawsuit at the LPSC.

Franchise Service Area Litigation  (Entergy Gulf States)

     See  "Franchise Service Area Litigation" in Item 1 of Part  I  of  the
Form  10-K for a discussion of the litigation with Beaumont Power  &  Light
(BP&L).  In May 2000, the PUCT voted to remand the proceeding back  to  the
ALJ to allow BP&L to provide further evidence.  A hearing on the merits  of
the case has been scheduled for October 2001.

Hindusthan Development Corporation, Ltd.  (Entergy Corporation)

     See "Hindusthan Development Corporation, Ltd." in Item 1 of Part I  of
the  Form  10-K  for  a discussion of the arbitration proceeding  in  India
against  Entergy  Power  Asia  Ltd. (EPAL), a  wholly-owned  subsidiary  of
Entergy  Corporation.  In the second quarter of 2001, EPAL and HDC  settled
the arbitration for an immaterial amount, and the claim has been dismissed.


Item 4.  Submission of Matters to a Vote of Security Holders

Election of Board of Directors

                            Entergy Corporation

     The annual meeting of stockholders of Entergy Corporation was held on
May  11,  2001.   The  following matters were voted on  and  received  the
specified number of votes for, abstentions, votes withheld (against),  and
broker non-votes:

1.   Election of Directors:

                                                                   Broker
Name of Nominee      Votes For    Abstentions    Votes Withheld  Non-Votes

Maureen S. Bateman  176,556,569      N/A           12,652,626       N/A
W. Frank Blount     176,655,654      N/A           12,553,541       N/A
George W. Davis     176,606,967      N/A           12,602,228       N/A
Norman C. Francis   176,572,938      N/A           12,636,257       N/A
J. Wayne Leonard    176,664,856      N/A           12,544,339       N/A
Robert v.d. Luft    176,622,393      N/A           12,586,802       N/A
Kathleen A. Murphy  176,634,842      N/A           12,574,353       N/A

                                                                   Broker
Name of Nominee         Votes For    Abstentions  Votes Withheld  Non-Votes

Paul W. Murrill        176,592,924       N/A        12,616,271     N/A
James R. Nichols       176,669,396       N/A        12,539,799     N/A
William A. Percy, II   176,597,119       N/A        12,612,076     N/A
D. H. Reilley          176,601,257       N/A        12,607,938     N/A
Wm. Clifford Smith     176,662,576       N/A        12,546,619     N/A
Bismark A. Steinhagan  176,635,906       N/A        12,573,289     N/A

(Entergy Arkansas)

      A  consent in lieu of the annual meeting of common stockholders  was
executed  on June 27, 2001.  The consent was signed on behalf  of  Entergy
Corporation,  the  holder of all issued and outstanding shares  of  common
stock.   The  common stockholder, by such consent, elected  the  following
individuals  to serve as directors constituting the Board of Directors  of
Entergy Arkansas: Hugh T. McDonald, Donald C. Hintz, Jerry D. Jackson, and
C. John Wilder.

(Entergy Gulf States)

      A  consent in lieu of the annual meeting of common stockholders  was
executed  on June 27, 2001.  The consent was signed on behalf  of  Entergy
Corporation,  the  holder of all issued and outstanding shares  of  common
stock.   The  common stockholder, by such consent, elected  the  following
individuals  to serve as directors constituting the Board of Directors  of
Entergy  Gulf States: E. Renae Conley, Joseph F. Domino, Donald C.  Hintz,
Jerry D. Jackson, and C. John Wilder.

(Entergy Louisiana)

      A  consent in lieu of the annual meeting of common stockholders  was
executed  on June 27, 2001.  The consent was signed on behalf  of  Entergy
Corporation,  the  holder of all issued and outstanding shares  of  common
stock.   The  common stockholder, by such consent, elected  the  following
individuals  to serve as directors constituting the Board of Directors  of
Entergy Louisiana: E. Renae Conley, Donald C. Hintz, Jerry D. Jackson, and
C. John Wilder.

(Entergy Mississippi)

      A  consent in lieu of the annual meeting of common stockholders  was
executed  on June 27, 2001.  The consent was signed on behalf  of  Entergy
Corporation,  the  holder of all issued and outstanding shares  of  common
stock.   The  common stockholder, by such consent, elected  the  following
individuals  to serve as directors constituting the Board of Directors  of
Entergy Mississippi: Carolyn C. Shanks, Donald C. Hintz, Jerry D. Jackson,
and C. John Wilder.

(Entergy New Orleans)

      A  consent in lieu of the annual meeting of common stockholders  was
executed  on June 27, 2001.  The consent was signed on behalf  of  Entergy
Corporation,  the  holder of all issued and outstanding shares  of  common
stock.   The  common stockholder, by such consent, elected  the  following
individuals  to serve as directors constituting the Board of Directors  of
Entergy  New Orleans: Daniel F. Packer, Donald C. Hintz, Jerry D. Jackson,
and C. John Wilder.

(System Energy)

      A  consent in lieu of the annual meeting of common stockholders  was
executed  on July 31, 2001.  The consent was signed on behalf  of  Entergy
Corporation,  the  holder of all issued and outstanding shares  of  common
stock.   The  common stockholder, by such consent, elected  the  following
individuals  to serve as directors constituting the Board of Directors  of
System Energy: Jerry W. Yelverton, Donald C. Hintz, and C. John Wilder.


Item 5.  Other Information

Environmental Regulation  (Entergy Gulf States, Entergy Louisiana)

      The  State  of  Louisiana  is  considering  future  emission  control
strategies to address continued ozone non-attainment status of areas in and
around  Baton  Rouge, Louisiana.  In May 2001 the Louisiana  Department  of
Environmental Quality issued an advance notice of rulemaking for control of
NOx  as  part of a developing plan to bring this area into attainment  with
the  air  quality  standards for ozone by May 2005.   The  notice  contains
certain  provisions  that would lead to installation  of  new  NOx  control
equipment  at  Entergy Gulf States and Entergy Louisiana generating  units.
Preliminary   analyses  indicate  compliance  costs  are   likely   to   be
approximately  $120  million  but could be as much  as  approximately  $300
million  overall.  Entergy Gulf States and Entergy Louisiana at  this  time
are  expected  to  incur roughly similar shares of these additional  costs.
Most  of  the related expenditures would take place in 2003 and 2004.   The
final  rule  is  expected to be in place by December 2001.  Cost  estimates
will   be  refined  as  engineering  studies  progress  before  and   after
promulgation  of  the  final rule and approval of the state  implementation
plan by EPA.  Entergy Gulf States and Entergy Louisiana will be required to
obtain  revised operating permits and meet new, lower emission  limits  for
NOx.    Entergy  expects  to  file  before  October  2002  revised   permit
applications containing its detailed compliance strategy.

Earnings Ratios  (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,
Entergy Mississippi, Entergy New Orleans, and System Energy)

      The  domestic  utility  companies and System Energy  have  calculated
ratios  of  earnings  to fixed charges and ratios of earnings  to  combined
fixed  charges  and preferred dividends pursuant to Item 503 of  Regulation
S-K of the SEC as follows:


                          Ratios of Earnings to Fixed Charges
                                  Twelve Months Ended
                                  December 31,            June 30,
                       1996   1997   1998   1999   2000     2001

Entergy Arkansas       2.93    2.54 2.63   2.08    3.01      3.02
Entergy Gulf States    1.47    1.42 1.40   2.18    2.60      2.81
Entergy Louisiana      3.16    2.74 3.18   3.48    3.33      3.04
Entergy Mississippi    3.40    2.98 3.12   2.44    2.33      2.29
Entergy New Orleans    3.51    2.70 2.65   3.00    2.66      1.97
System Energy          2.21    2.31 2.52   1.90    2.41      2.36


                       Ratios of Earnings to Combined Fixed Charges
                                  and Preferred Dividends
                                    Twelve Months Ended
                                    December 31,            June 30,
                         1996   1997   1998   1999   2000     2001

Entergy Arkansas         2.44    2.24 2.28   1.80   2.70       2.71
Entergy Gulf States (a)  1.19    1.23 1.20   1.86   2.39       2.69
Entergy Louisiana        2.64    2.36 2.75   3.09   2.93       2.69
Entergy Mississippi      2.95    2.69 2.80   2.18   2.09       2.08
Entergy New Orleans      3.22    2.44 2.41   2.74   2.43       1.82

(a)  "Preferred Dividends" in the case of Entergy Gulf States  also
     include dividends on preference stock.


Item 6.  Exhibits and Reports on Form 8-K

      (a) Exhibits*

  4(a) -    Third Amended and Restated Credit Agreement, dated as  of
            May  17, 2001, among Entergy, the Banks (Citibank,  N.A.,
            ABN AMRO Bank N.V., The Bank of New York, Bayerische Hypo-
            und Vereinsbank AG (New York Branch), The Industrial Bank
            of  Japan,  Ltd.,  The  Fuji  Bank,  Limited,  Bayerische
            Landesbank  Girozentrale, The Chase Manhattan  Bank,  The
            Royal Bank of Scotland PLC, The Bank of Nova Scotia, Bank
            One,  N.A.,  Barclays Bank PLC, Mellon Bank, N.A.,  Royal
            Bank of Canada, Union Bank of California, N.A., IntesaBCI
            (Los   Angeles  Foreign  Branch),  KBC  Bank  N.V.,   and
            Westdeutsche  Landesbank  Girozentrale),  and   Citibank,
            N.A., as Agent

  99(a) -   Entergy  Arkansas' Computation of Ratios of  Earnings  to
            Fixed  Charges and of Earnings to Combined Fixed  Charges
            and Preferred Dividends, as defined.

  99(b) -   Entergy Gulf States' Computation of Ratios of Earnings to
            Fixed  Charges and of Earnings to Combined Fixed  Charges
            and Preferred Dividends, as defined.

  99(c) -   Entergy Louisiana's Computation of Ratios of Earnings  to
            Fixed  Charges and of Earnings to Combined Fixed  Charges
            and Preferred Dividends, as defined.

  99(d) -   Entergy  Mississippi's Computation of Ratios of  Earnings
            to  Fixed  Charges  and  of Earnings  to  Combined  Fixed
            Charges and Preferred Dividends, as defined.

  99(e) -   Entergy New Orleans' Computation of Ratios of Earnings to
            Fixed  Charges and of Earnings to Combined Fixed  Charges
            and Preferred Dividends, as defined.

  99(f) -   System  Energy's  Computation of Ratios  of  Earnings  to
            Fixed Charges, as defined.
___________________________

Pursuant  to  Item  601(b)(4)(iii) of Regulation S-K,  Entergy  Corporation
agrees  to  furnish  to  the Commission upon request  any  instrument  with
respect  to  long-term debt that is not registered or listed herein  as  an
Exhibit  because  the  total  amount of securities  authorized  under  such
agreement  does  not  exceed  ten percent of Entergy  Corporation  and  its
subsidiaries on a consolidated basis.

 *   Reference  is  made to a duplicate list of  exhibits  being
     filed as a part of this report on Form 10-Q for the quarter
     ended  June  30, 2001, which list, prepared  in  accordance
     with  Item  102  of Regulation S-T of the SEC,  immediately
     precedes the exhibits being filed with this report on  Form
     10-Q for the quarter ended June 30, 2001.

**   Incorporated herein by reference as indicated.


     (b)   Reports on Form 8-K

     Entergy Corporation, Entergy Arkansas, Entergy Gulf States,
     Entergy   Louisiana,  Entergy  Mississippi,   Entergy   New
     Orleans, and System Energy

           A  Current Report on Form 8-K, dated April  2,  2001,
           was  filed  with the SEC on April 2, 2001,  reporting
           information under Item 5. "Other Events" and Item  7.
           "Financial Statements, Pro Forma Financial Statements
           and Exhibits".

     Entergy Corporation

           A  Current Report on Form 8-K, dated April  3,  2001,
           was  filed  with the SEC on April 3, 2001,  reporting
           information under Item 7. "Financial Statements,  Pro
           Forma Financial Statements and Exhibits" and Item  9.
           "Regulation FD Disclosure".

     Entergy Corporation

           A  Current Report on Form 8-K, dated April 25,  2001,
           was  filed  with the SEC on April 25, 2001, reporting
           information under Item 7. "Financial Statements,  Pro
           Forma Financial Statements and Exhibits" and Item  9.
           "Regulation FD Disclosure".


     Entergy Corporation

           A Current Report on Form 8-K, dated July 3, 2001, was
           filed  with  the  SEC  on  July  3,  2001,  reporting
           information under Item 7. "Financial Statements,  Pro
           Forma Financial Statements and Exhibits" and Item  9.
           "Regulation FD Disclosure".

     Entergy Corporation

           A Current Report on Form 8-K, dated July 5, 2001, was
           filed  with  the  SEC  on  July  5,  2001,  reporting
           information under Item 5. "Other Events" and Item  7.
           "Financial Statements, Pro Forma Financial Statements
           and Exhibits".

     Entergy Corporation

           A Current Report on Form 8-K, dated July 5, 2001, was
           filed  with  the  SEC  on  July  5,  2001,  reporting
           information under Item 7. "Financial Statements,  Pro
           Forma Financial Statements and Exhibits" and Item  9.
           "Regulation FD Disclosure".

     Entergy  Arkansas, Entergy Gulf States, Entergy  Louisiana,
     Entergy Mississippi, Entergy New Orleans, and System Energy

           A Current Report on Form 8-K, dated July 6, 2001, was
           filed  with  the  SEC  on July  13,  2001,  reporting
           information under Item 5. "Other Events".

     Entergy Corporation

           A  Current  Report on Form 8-K, dated July 31,  2001,
           was  filed  with the SEC on July 31, 2001,  reporting
           information under Item 7. "Financial Statements,  Pro
           Forma Financial Statements and Exhibits" and Item  9.
           "Regulation FD Disclosure".

<PAGE>

                                 SIGNATURE


      Pursuant to the requirements of the Securities Exchange Act of  1934,
each  registrant has duly caused this report to be signed on its behalf  by
the   undersigned  thereunto  duly  authorized.   The  signature  for  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.


                                   /s/ Nathan E. Langston
                                      Nathan E. Langston
                         Vice President and Chief Accounting Officer
                              (For each Registrant and for each as
                                 Principal Accounting Officer)


Date:     August 10, 2001




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>a110014a.txt
<TEXT>
                                                   Exhibit 4(a)

                                                   EXECUTION COPY




                   Up  to U.S. $1,275,000,000


           THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                    Dated as of May 17, 2001


                              Among

                       ENTERGY CORPORATION

                           as Borrower

                     THE BANKS NAMED HEREIN


                            as Banks


                         CITIBANK, N.A.

                     as Administrative Agent


                    SALOMON SMITH BARNEY INC.

              as Sole Lead Arranger & Book Manager


                     MIZUHO FINANCIAL GROUP,
                       ABN AMRO BANK N.V.,
                      THE BANK OF NEW YORK,
                               and
      BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH

                    as Co-Syndication Agents


<PAGE>


                        TABLE OF CONTENTS

                                                             Page


ARTICLE I DEFINITIONS AND ACCOUNTING TERMS                     1

    SECTION 1.01.  Certain Defined Terms.                      1
    SECTION 1.02.  Computation of Time Periods.                9
    SECTION 1.03.  Accounting Terms.                           9

ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES                  10

    SECTION 2.01.  The Advances.                              10
    SECTION 2.02.  Making the Advances.                       10
    SECTION 2.03.  Fees.                                      11
    SECTION 2.04.  Adjustment of the Commitments.             12
    SECTION 2.05.  Repayment of Advances.                     13
    SECTION 2.06.  Interest on Advances.                      14
    SECTION 2.07.  Additional Interest on Eurodollar Rate
                   Advances.                                  14
    SECTION 2.08.  Interest Rate Determination.               14
    SECTION 2.09.  Conversion of Advances.                    15
    SECTION 2.10.  Prepayments.                               16
    SECTION 2.11.  Increased Costs.                           16
    SECTION 2.12.  Illegality.                                17
    SECTION 2.13.  Payments and Computations.                 17
    SECTION 2.14.  Taxes.                                     18
    SECTION 2.15.  Sharing of Payments, Etc.                  20
    SECTION 2.16.  Extension of Termination Date.             20
    SECTION 2.17.  Noteless Agreement; Evidence of
                    Indebtedness.                             22

ARTICLE III CONDITIONS OF LENDING                             23

    SECTION 3.01.  Conditions Precedent to Initial Advances.  23
    SECTION 3.02.  Conditions Precedent to Each Borrowing.    24
    SECTION 3.03.  Conditions Precedent to Each Extension of the
                   Revolving Period.                          24

ARTICLE IV REPRESENTATIONS AND WARRANTIES                     25

    SECTION 4.01.  Representations and Warranties of the
                   Borrower.                                  25

ARTICLE V COVENANTS OF THE BORROWER                           27

    SECTION 5.01.  Affirmative Covenants.                     27
    SECTION 5.02.  Negative Covenants.                        30

ARTICLE VI EVENTS OF DEFAULT AND REMEDIES                     31

    SECTION 6.01.  Events of Default.                         31
    SECTION 6.02.  Remedies.                                  33

ARTICLE VII THE AGENT                                         33

    SECTION 7.01.  Authorization and Action.                  33
    SECTION 7.02.  Administrative Agent's Reliance, Etc.      34
    SECTION 7.03.  Citibank and Affiliates.                   34
    SECTION 7.04.  Lender Credit Decision.                    34
    SECTION 7.05.  Indemnification.                           35
    SECTION 7.06.  Successor Administrative Agent.            35

ARTICLE VIII MISCELLANEOUS                                    36

    SECTION 8.01.  Amendments, Etc.                           36
    SECTION 8.02.  Notices, Etc.                              36
    SECTION 8.03.  No Waiver; Remedies.                       37
    SECTION 8.04.  Costs and Expenses; Indemnification.       37
    SECTION 8.05.  Right of Set-off.                          38
    SECTION 8.06.  Binding Effect.                            38
    SECTION 8.07.  Assignments and Participations.            39
    SECTION 8.08.  Governing Law.                             43
    SECTION 8.09.  Consent to Jurisdiction; Waiver of
                    Jury Trial.                               43
    SECTION 8.10.  Execution in Counterparts.                 44


                            SCHEDULES

Schedule I  -       List of Applicable Lending Offices
Schedule II -       Commitment Schedule


                            EXHIBITS

Exhibit A-1 -       Form of Notice of Borrowing
Exhibit A-2 -       Form of Notice of Conversion
Exhibit B   -       Form of Assignment and Acceptance
Exhibit C   -       Form of Opinion of Counsel for the Borrower
Exhibit D   -       Form of Opinion of Special New York
                Counsel to the Administrative Agent

<PAGE>
           THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                    Dated as of May 17, 2001



     ENTERGY    CORPORATION,   a   Delaware   corporation    (the
"Borrower"),  the  banks (the "Banks") listed  on  the  signature
pages  hereof, and Citibank, N.A. ("Citibank"), as administrative
agent  (the  "Administrative Agent") for the  Lenders  hereunder,
agree as follows:


                            ARTICLE I
                DEFINITIONS AND ACCOUNTING TERMS


     SECTION 1.01.  Certain Defined Terms.

     As  used  in this Agreement, the following terms shall  have
the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

          "Additional  Lender"  has  the  meaning  specified   in
     Section 2.04(c)(i).

          "Advance" means an advance by a Lender to the  Borrower
     as  part of a Borrowing and refers to a Base Rate Advance or
     a  Eurodollar Rate Advance, each of which shall be a  "Type"
     of Advance.

          "Affiliate"  means, as to any Person, any other  Person
     that, directly or indirectly, controls, is controlled by  or
     is under common control with such Person or is a director or
     officer of such Person.

          "Agreement"  means this Credit Agreement,  as  amended,
     supplemented or modified from time to time.

          "Applicable Lending Office" means, with respect to each
     Lender, such Lender's Domestic Lending Office in the case of
     a  Base  Rate  Advance and such Lender's Eurodollar  Lending
     Office in the case of a Eurodollar Rate Advance.

          "Applicable  Margin"  means,  (a)  for  any  Base  Rate
     Advance,  the Base Rate Margin interest rate per  annum  set
     forth  below in the columns identified as Level 1, Level  2,
     Level  3,  Level  4 and Level 5, and (b) for any  Eurodollar
     Rate  Advance,  (i)  on any date the Utilization  Percentage
     equals  or is less than 33%, the Eurodollar Margin  interest
     rate per annum set forth below in the columns identified  as
     Level 1, Level 2, Level 3, Level 4 and Level 5, and (ii)  on
     any   date  the  Utilization  Percentage  exceeds  33%,  the
     Utilized Eurodollar Margin interest rate per annum set forth
     below  in  the  columns  identified as  Level  1,  Level  2,
     Level  3,  Level 4 and Level 5, in each case, determined  by
     reference to the Relevant Rating.

                    Level 1   Level 2    Level 3    Level 4   Level 5
                    Relevant  Relevant  Relevant   Relevant   Relevant
                    Ratings   Ratings    Ratings    Ratings   Ratings
                            Less than  Less than  Less than   below
     S&P             A- or   Level 1    Level 2    Level 3    BBB-*
                    better   and BBB+     and        and        or
   Moody's           and    or better   BBB or     BBB- or    below
                    A3 or      and      better     better     Baa3*
                    better    Baa1 or     and        and
                              better    Baa2 or    Baa3 or
                                         better    better
Interest Rate Per Annum
Eurodollar Margin   0.750%    0.850%    1.050%     1.125%     1.875%
Base Rate Margin    0.000%    0.000%    0.000%     0.000%     1.000%
Utilized Eurodollar 0.875%    0.975%    1.175%     1.250%     2.125%
Margin

                                                       *or
unrated

     Any change in the Applicable Margin will be effective as  of
     the  date  on  which S&P or Moody's, as  the  case  may  be,
     announces the applicable change in any Senior Debt Rating.

          "Approved Fund" means, with respect to any Lender  that
     is  a  fund that invests in bank loans, any other fund  that
     invests in commercial loans and is managed or advised by the
     same investment advisor as such Lender or by an Affiliate of
     such investment advisor.

          "Assignment  and  Acceptance" means an  assignment  and
     acceptance entered into by a Lender and an assignee of  that
     Lender,  and  accepted  by  the  Administrative  Agent,   in
     substantially the form of Exhibit B hereto.

          "Base  Rate"  means,  for  any  period,  a  fluctuating
     interest rate per annum at all times equal to the higher of:

          (a)  the rate of interest announced publicly by Citibank in New
     York, New York, from time to time, as Citibank's base rate; and

          (b)  1/2 of 1% per annum above the Federal Funds Rate in effect
     from time to time.

          "Base   Rate  Advance"  means  an  Advance  that  bears
     interest as provided in Section 2.06(a).

          "Borrowing"    means   a   borrowing   consisting    of
     simultaneous Advances of the same Type made by each  of  the
     Lenders  pursuant to Section 2.01 or Converted  pursuant  to
     Section 2.08 or 2.09.

          "Business  Day" means a day of the year on which  banks
     are  not  required or authorized to close in New  York  City
     and,   if  the  applicable  Business  Day  relates  to   any
     Eurodollar  Rate Advances, on which dealings are carried  on
     in the London interbank market.

          "Capitalization"   means,   as   of   any    date    of
     determination,  with  respect  to  the  Borrower   and   its
     subsidiaries determined on a consolidated basis,  an  amount
     equal  to the sum of (i) the total principal amount  of  all
     Debt  of  the  Borrower and its subsidiaries outstanding  on
     such  date, (ii) Consolidated Net Worth as of such date  and
     (iii)   to   the   extent   not   otherwise   included    in
     Capitalization,  all  preferred stock  and  other  preferred
     securities  of the Borrower and its subsidiaries,  including
     preferred   securities  issued  by  any  subsidiary   trust,
     outstanding on such date.

          "Commitment" has the meaning specified in Section 2.01.

          "Commitment  Increase"  has the  meaning  specified  in
     Section 2.04(c)(i).

          "Consolidated Net Worth" means the sum of  the  capital
     stock (excluding treasury stock and capital stock subscribed
     for  and  unissued) and surplus (including  earned  surplus,
     capital  surplus and the balance of the current  profit  and
     loss  account  not transferred to surplus) accounts  of  the
     Borrower  and  its subsidiaries appearing on a  consolidated
     balance  sheet of the Borrower and its subsidiaries prepared
     as of the date of determination in accordance with generally
     accepted accounting principles consistent with those applied
     in  the preparation of the financial statements referred  to
     in  Section  4.01(e),  after  eliminating  all  intercompany
     transactions  and  all  amounts  properly  attributable   to
     minority  interests,  if any, in the stock  and  surplus  of
     subsidiaries.

          "Convert", "Conversion" and "Converted" each refers  to
     a  conversion  of  Advances of one  Type  into  Advances  of
     another  Type or the selection of a new, or the  renewal  of
     the  same,  Interest  Period for  Eurodollar  Rate  Advances
     pursuant to Section 2.08 or 2.09.

          "Debt"  of  any Person means (without duplication)  all
     liabilities,    obligations   and   indebtedness    (whether
     contingent  or  otherwise) of such Person (i)  for  borrowed
     money  or  evidenced by bonds, debentures, notes,  or  other
     similar instruments, (ii) to pay the deferred purchase price
     of   property  or  services  (other  than  such  obligations
     incurred  in  the ordinary course of business  on  customary
     trade  terms,  provided that such obligations are  not  more
     than  30 days past due), (iii) as lessee under leases  which
     shall  have been or should be, in accordance with  generally
     accepted accounting principles, recorded as capital  leases,
     (iv)  under  reimbursement agreements or similar  agreements
     with  respect  to the issuance of letters of  credit  (other
     than  obligations in respect of letters of credit opened  to
     provide  for  the payment of goods or services purchased  in
     the  ordinary  course of business), (v) under  any  Guaranty
     Obligations  and  (vi) liabilities in  respect  of  unfunded
     vested benefits under plans covered by Title IV of ERISA.

          "Domestic  Lending Office" means, with respect  to  any
     Lender, the office of such Lender specified as its "Domestic
     Lending Office" opposite its name on Schedule I hereto or in
     the Assignment and Acceptance pursuant to which it became  a
     Lender,  or such other office of such Lender as such  Lender
     may  from  time  to  time specify to the  Borrower  and  the
     Administrative Agent.

          "Eligible  Assignee" means a Person  (a)  (i)  that  is
     (A) a commercial bank organized under the laws of the United
     States,  or  any State thereof, and having total  assets  in
     excess  of  $500,000,000;  (B) a commercial  bank  organized
     under the laws of any other country which is a member of the
     OECD,  or  a political subdivision of any such country,  and
     having total assets in excess of $500,000,000, provided that
     such  bank  is acting through a branch or agency located  in
     the  United States or another country which is also a member
     of  OECD; or (C) a Lender, a financial institution Affiliate
     of  any Lender or an Approved Fund of any Lender immediately
     prior  to  an  assignment  and (ii) whose  long-term  public
     senior  debt securities are rated at least "BBB-" by S&P  or
     at  least "Baa3" by Moody's; or (b) that is approved by  the
     Borrower (whose approval shall not be unreasonably withheld)
     and the Administrative Agent.

          "Entergy  Arkansas"  means Entergy Arkansas,  Inc.,  an
     Arkansas corporation.

          "Entergy Gulf States" means Entergy Gulf States,  Inc.,
     a Texas corporation.

          "Entergy  Louisiana" means Entergy Louisiana,  Inc.,  a
     Louisiana corporation.

          "Entergy Mississippi" means Entergy Mississippi,  Inc.,
     a Mississippi corporation.

          "Entergy New Orleans" means Entergy New Orleans,  Inc.,
     a Louisiana corporation.

          "Environmental Laws" means any federal, state or  local
     laws,  ordinances  or codes, rules, orders,  or  regulations
     relating  to  pollution or protection  of  the  environment,
     including,  without limitation, laws relating  to  hazardous
     substances,  laws  relating  to  reclamation  of  land   and
     waterways   and  laws  relating  to  emissions,  discharges,
     releases or threatened releases of pollutants, contaminants,
     chemicals,  or industrial, toxic or hazardous substances  or
     wastes  into the environment (including, without limitation,
     ambient  air, surface water, ground water, land  surface  or
     subsurface strata) or otherwise relating to the manufacture,
     processing, distribution, use, treatment, storage, disposal,
     transport or handling of pollution, contaminants, chemicals,
     or industrial, toxic or hazardous substances or wastes.

          "ERISA"  means the Employee Retirement Income  Security
     Act  of  1974,  as  amended  from  time  to  time,  and  the
     regulations promulgated and rulings issued thereunder,  each
     as amended and modified from time to time.

          "ERISA Affiliate" of a person or entity means any trade
     or  business (whether or not incorporated) that is a  member
     of  a  group of which such person or entity is a member  and
     that  is  under  common control with such person  or  entity
     within  the  meaning of Section 414 of the Internal  Revenue
     Code  of  1986, and the regulations promulgated and  rulings
     issued thereunder, each as amended or modified from time  to
     time.

          "ERISA  Plan" means an employee benefit plan maintained
     for  employees of any Person or any ERISA Affiliate of  such
     Person subject to Title IV of ERISA.

          "ERISA Termination Event" means (i) a Reportable  Event
     described  in  Section  4043 of ERISA  and  the  regulations
     issued thereunder (other than a Reportable Event not subject
     to  the  provision for 30-day notice to PBGC), or  (ii)  the
     withdrawal  of  the Borrower or any of its ERISA  Affiliates
     from  an ERISA Plan during a plan year in which the Borrower
     or  any of its ERISA Affiliates was a "substantial employer"
     as  defined  in Section 4001(a)(2) of ERISA,  or  (iii)  the
     filing  of a notice of intent to terminate an ERISA Plan  or
     the  treatment  of an ERISA Plan amendment as a  termination
     under  Section  4041  of ERISA, or (iv) the  institution  of
     proceedings  to terminate an ERISA Plan by the  PBGC  or  to
     appoint  a trustee to administer any ERISA Plan, or (v)  any
     other event or condition that would constitute grounds under
     Section  4042  of  ERISA  for the  termination  of,  or  the
     appointment of a trustee to administer any ERISA Plan.

          "Eurocurrency Liabilities" has the meaning assigned  to
     that  term in Regulation D of the Board of Governors of  the
     Federal Reserve System, as in effect from time to time.

          "Eurodollar Lending Office" means, with respect to  any
     Lender,  the  office  of  such  Lender  specified   as   its
     "Eurodollar Lending Office" opposite its name on Schedule  I
     hereto or in the Assignment and Acceptance pursuant to which
     it  became a Lender (or, if no such office is specified, its
     Domestic  Lending  Office), or such  other  office  of  such
     Lender  as such Lender may from time to time specify to  the
     Borrower and the Administrative Agent.

          "Eurodollar  Rate" means, for the Interest  Period  for
     each  Eurodollar  Rate Advance made  as  part  of  the  same
     Borrowing,  an interest rate per annum equal to the  average
     (rounded upward to the nearest whole multiple of 1/16 of  1%
     per  annum, if such average is not such a multiple)  of  the
     rate per annum at which deposits in U.S. dollars are offered
     by  the  principal office of each of the Reference Banks  in
     London,  England,  to  prime banks in the  London  interbank
     market  at 11:00 A.M. (London time) two Business Days before
     the   first  day  of  such  Interest  Period  in  an  amount
     substantially equal to such Reference Bank's Eurodollar Rate
     Advance  made  as part of such Borrowing and  for  a  period
     equal to such Interest Period.  The Eurodollar Rate for  the
     Interest  Period  for each Eurodollar Rate Advance  made  as
     part  of  the  same  Borrowing shall be  determined  by  the
     Administrative  Agent  on  the  basis  of  applicable  rates
     furnished  to and received by the Administrative Agent  from
     the  Reference Banks two Business Days before the first  day
     of such Interest Period, subject, however, to the provisions
     of Section 2.08.

          "Eurodollar Rate Advance" means an Advance  that  bears
     interest as provided in Section 2.06(b).

          "Eurodollar Rate Reserve Percentage" of any Lender  for
     the  Interest  Period for any Eurodollar Rate Advance  means
     the  reserve  percentage  applicable  during  such  Interest
     Period  (or  if more than one such percentage  shall  be  so
     applicable, the daily average of such percentages for  those
     days   in  such  Interest  Period  during  which  any   such
     percentage shall be so applicable) under regulations  issued
     from  time to time by the Board of Governors of the  Federal
     Reserve  System  (or  any  successor)  for  determining  the
     maximum  reserve requirement (including, without limitation,
     any   emergency,  supplemental  or  other  marginal  reserve
     requirement) for such Lender with respect to liabilities  or
     assets  consisting of or including Eurocurrency  Liabilities
     having a term equal to such Interest Period.

          "Events  of  Default"  has  the  meaning  specified  in
     Section 6.01.

          "Existing  Credit Agreement" means the  Second  Amended
     and  Restated  Credit Agreement, dated as of May  18,  2000,
     among  the  Borrower, certain banks and Citibank,  N.A.,  as
     agent for such banks.

          "Federal   Funds  Rate"  means,  for  any   period,   a
     fluctuating  interest  rate per annum  equal  for  each  day
     during  such period to the weighted average of the rates  on
     overnight  Federal funds transactions with  members  of  the
     Federal Reserve System arranged by Federal funds brokers, as
     published  for such day (or, if such day is not  a  Business
     Day,  for  the next preceding Business Day) by  the  Federal
     Reserve  Bank  of  New  York, or, if such  rate  is  not  so
     published  for any day which is a Business Day, the  average
     of the quotations for such day on such transactions received
     by the Administrative Agent from three Federal funds brokers
     of recognized standing selected by it.

          "Fee Letter" means that certain letter agreement, dated
     as of April 18, 2001, among the Borrower, the Administrative
     Agent and Salomon Smith Barney Inc.

          "Granting Lender" has the meaning specified in  Section
     8.07(j).

          "Guaranty  Obligations" means (i)  direct  or  indirect
     guaranties  in  respect of, and obligations to  purchase  or
     otherwise acquire, or otherwise to assure a creditor against
     loss  in  respect  of,  Debt of any Person  and  (ii)  other
     guaranty  or similar obligations in respect of the financial
     obligations   of  others,  including,  without   limitation,
     Support Obligations.

          "Increasing  Lender"  has  the  meaning  specified   in
     Section 2.04(c)(i).

          "Interest Period" means, for each Advance made as  part
     of  the same Borrowing, the period commencing on the date of
     such  Advance or the date of the Conversion of  any  Advance
     into  such  an  Advance and ending on the last  day  of  the
     period  selected by the Borrower pursuant to the  provisions
     below and, thereafter, each subsequent period commencing  on
     the  last  day of the immediately preceding Interest  Period
     and  ending  on the last day of the period selected  by  the
     Borrower pursuant to the provisions below.  The duration  of
     each  such  Interest Period shall be 1, 2, 3 or 6 months  in
     the  case of a Eurodollar Rate Advance, as the Borrower may,
     upon  notice received by the Administrative Agent not  later
     than  11:00 A.M. (New York City time) on the third  Business
     Day  prior to the first day of such Interest Period, select;
     provided, however, that:

               (i)  the Borrower may not select any Interest Period that ends
          after the Termination Date;

               (ii) Interest Periods commencing on the same date for Advances
          made as part of the same Borrowing shall be of the same duration;
          and

               (iii) whenever the last day of any Interest Period would
          otherwise occur on a day other than a Business Day, the last day
          of such Interest Period shall be extended to occur on the next
          succeeding Business Day, provided, in the case of any Interest
          Period for a Eurodollar Rate Advance, that if such extension
          would cause the last day of such Interest Period to occur in the
          next following calendar month, the last day of such Interest
          Period shall occur on the next preceding Business Day.

          "Junior  Subordinated  Debentures"  means  any   junior
     subordinated  deferrable interest debentures issued  by  any
     Significant Subsidiary or Entergy New Orleans from  time  to
     time.

          "Lenders" means the Banks listed on the signature pages
     hereof  and  each Person that shall become  a  party  hereto
     pursuant to Section 8.07.

          "Lien"  means, with respect to any asset, any mortgage,
     lien,  pledge,  charge, security interest or encumbrance  of
     any kind in respect of such asset.  For the purposes of this
     Agreement,  a  Person  or any of its subsidiaries  shall  be
     deemed  to  own, subject to a Lien, any asset  that  it  has
     acquired  or  holds subject to the interest of a  vendor  or
     lessor  under any conditional sale agreement, capital  lease
     or other title retention agreement relating to such asset.

          "Majority Lenders" means at any time Lenders  to  which
     are  owed  at  least  66-2/3% of the then  aggregate  unpaid
     principal  amount of the Advances, or, if no such  principal
     amount  is then outstanding, Lenders having at least 66-2/3%
     of the Commitments (without giving effect to any termination
     in  whole  of  the  Commitments pursuant to  Section  6.02),
     provided,  that for purposes hereof, neither  the  Borrower,
     nor any of its Affiliates, if a Lender, shall be included in
     (i)  the  Lenders  holding such amount of  the  Advances  or
     having  such  amount of the Commitments or (ii)  determining
     the aggregate unpaid principal amount of the Advances or the
     total Commitments.

          "Moody's" means Moody's Investors Service, Inc. or  any
     successor thereto.

          "Multiemployer  Plan" means a "multiemployer  plan"  as
     defined in Section 4001(a)(3) of ERISA to which the Borrower
     or  any  ERISA Affiliate is making or accruing an obligation
     to  make  contributions, or has within any of the  preceding
     three  plan  years  made or accrued an  obligation  to  make
     contributions.

          "Non-Recourse Debt" means any Debt of any subsidiary of
     the  Borrower that does not constitute Debt of the Borrower,
     any Significant Subsidiary or Entergy New Orleans.

          "Notice  of  Borrowing" has the  meaning  specified  in
     Section 2.02(a).

          "OECD"  means the Organization for Economic Cooperation
     and Development.

          "PBGC"  means the Pension Benefit Guaranty  Corporation
     and  any  entity succeeding to any or all of  its  functions
     under ERISA.

          "Person"  means an individual, partnership, corporation
     (including  a  business trust), joint stock company,  trust,
     unincorporated association, joint venture or  other  entity,
     or  a  government  or  any political subdivision  or  agency
     thereof.

          "Prepayment Event" means the occurrence of any event or
     the  existence  of  any  condition under  any  agreement  or
     instrument  relating to any Debt of the  Borrower  or  of  a
     Significant  Subsidiary that, in either case, is outstanding
     in  a  principal  amount  in excess of  $50,000,000  in  the
     aggregate,  which  occurrence  or  event  results   in   the
     declaration of such Debt being due and payable, or  required
     to  be prepaid (other than by a regularly scheduled required
     prepayment), prior to the stated maturity thereof.

          "Reference Banks" means Citibank, The Bank of New  York
     and ABN-Amro Bank N.V.

          "Register"    has    the    meaning    specified     in
     Section 8.07(c).

          "Relevant  Rating"  means Senior Debt  Ratings  of  the
     Significant Subsidiary (other than SERI) having  the  second
     lowest  Senior  Debt Ratings from Moody's  and  S&P  of  all
     Significant Subsidiaries (other than SERI).

          "Reportable  Event" has the meaning  assigned  to  that
     term in Title IV of ERISA.

          "Revolving Period" means the period beginning the  date
     hereof and ending on  May 16, 2002, or such later date as to
     which  the  Lenders may from time to time agree pursuant  to
     Section 2.16.

          "S&P"  means  Standard  & Poor's  Ratings  Services,  a
     division  of  The  McGraw-Hill  Companies,  Inc.,   or   any
     successor thereto.

          "SEC"  means the United States Securities and  Exchange
     Commission.

          "SEC    Order"    has   the   meaning   specified    in
     Section 3.01(a)(iii).

          "Senior  Debt  Rating" means, as  to  any  Person,  the
     rating assigned by Moody's or S&P to the senior secured long-
     term debt of such Person.

          "SERI"   means  Systems  Energy  Resources,  Inc.,   an
     Arkansas corporation.

          "Significant   Subsidiary"  means   Entergy   Arkansas,
     Entergy Gulf States, Entergy Louisiana, Entergy Mississippi,
     SERI and any other domestic regulated utility subsidiary  of
     the  Borrower:   (i)  the total assets  (after  intercompany
     eliminations) of which exceed 5% of the total assets of  the
     Borrower and its subsidiaries or (ii) the net worth of which
     exceeds 5% of the Consolidated Net Worth of the Borrower and
     its  subsidiaries, in each case as shown on the most  recent
     audited  consolidated balance sheet of the Borrower and  its
     subsidiaries.

          "SPC" has the meaning specified in Section 8.07(j).

          "Support  Obligations" means any financial  obligation,
     contingent  or  otherwise,  of any  Person  guaranteeing  or
     otherwise  supporting any Debt or other  obligation  of  any
     other  Person in any manner, whether directly or indirectly,
     and  including, without limitation, any obligation  of  such
     Person,  direct  or  indirect, (i) to purchase  or  pay  (or
     advance or supply funds for the purchase or payment of) such
     Debt  or to purchase (or to advance or supply funds for  the
     purchase  of)  any security for the payment  of  such  Debt,
     (ii)  to  purchase property, securities or services for  the
     purpose of assuring the owner of such Debt of the payment of
     such   Debt,  (iii)  to  maintain  working  capital,  equity
     capital,   available  cash  or  other  financial   statement
     condition of the primary obligor so as to enable the primary
     obligor  to  pay  such Debt, (iv) to provide equity  capital
     under  or in respect of equity subscription arrangements  so
     as  to assure any Person with respect to the payment of such
     Debt  or  the  performance of such  obligation,  or  (v)  to
     provide  financial  support for the performance  of,  or  to
     arrange for the performance of, any non-monetary obligations
     or  non-funded debt payment obligations (including,  without
     limitation,  guaranties of payments under power purchase  or
     other similar arrangements) of the primary obligor.

          "Term  Election" has the meaning assigned to that  term
     in Section 2.16(a).

          "Termination  Date"  means  the  earlier  to  occur  of
     (i)  the  last  day  of the Revolving  Period,  or,  if  the
     Borrower  shall  have  made  the Term  Election,  the  first
     anniversary  of  the last day of the Revolving  Period,  and
     (ii)  the  earlier  date  of termination  in  whole  of  the
     Commitments pursuant to Section 2.04 or Section 6.02 hereof.

          "Utilization Percentage" means, as of any time for  the
     determination thereof, the percentage obtained  by  dividing
     the   aggregate   outstanding  Advances  by  the   Aggregate
     Commitments then in effect.

     SECTION 1.02.  Computation of Time Periods.

     In this Agreement in the computation of periods of time from
a specified date to a later specified date, the word "from" means
"from  and  including" and the words "to" and "until" each  means
"to but excluding".

     SECTION 1.03.  Accounting Terms.

     All  accounting terms not specifically defined herein  shall
be  construed  in  accordance with generally accepted  accounting
principles  consistent with those applied in the  preparation  of
the financial statements referred to in Section 4.01(e) hereof.


                           ARTICLE II


                AMOUNTS AND TERMS OF THE ADVANCES

     SECTION 2.01.  The Advances.

     Each  Lender  severally agrees, on the terms and  conditions
hereinafter set forth, to make Advances to the Borrower from time
to  time  on  any Business Day during the period  from  the  date
hereof until the last day of the Revolving Period in an aggregate
amount  not  to  exceed at any time outstanding  the  amount  set
opposite  such Lender's name on Schedule II hereto  or,  if  such
Lender has entered into any Assignment and Acceptance, set  forth
for  such Lender in the Register maintained by the Administrative
Agent  pursuant to Section 8.07(c), as such amount may be reduced
pursuant  to Section 2.04(a) or (b) or Section 2.16 or  increased
pursuant  to Section 2.04(c) (such Lender's "Commitment").   Each
Borrowing  shall be in an amount not less than $5,000,000  or  an
integral  multiple  of  $1,000,000 in excess  thereof  and  shall
consist  of  Advances  of  the same Type  and,  in  the  case  of
Eurodollar Rate Advances or, having the same Interest Period made
or  Converted on the same day by the Lenders ratably according to
their respective Commitments.  Within the limits of each Lender's
Commitment,  the  Borrower may from time to time  borrow,  prepay
pursuant  to  Section 2.10 and reborrow under this Section  2.01;
provided,  however,  that  at no time may  the  principal  amount
outstanding  hereunder  exceed  the  aggregate  amount   of   the
Commitments.

     SECTION 2.02.  Making the Advances.

     (a)  Each Borrowing shall be made on notice, given (i) in the
case  of  a  Borrowing comprising Eurodollar Rate  Advances,  not
later  than 11:00 A.M. (New York City time) on the third Business
Day  prior to the date of the proposed Borrowing, and (ii) in the
case of a Borrowing comprising Base Rate Advances, not later than
11:00  A.M.  (New  York City time) on the date  of  the  proposed
Borrowing,  by  the Borrower to the Administrative  Agent,  which
shall  give  to  each  Lender prompt notice thereof.   Each  such
notice  of  a  Borrowing  (a  "Notice  of  Borrowing")  shall  be
transmitted  by telecopier, telex or cable, confirmed immediately
in  writing,  in  substantially the form of Exhibit  A-1  hereto,
specifying  therein  the requested (A) date  of  such  Borrowing,
(B)  Type  of  Advances  to  be  made  in  connection  with  such
Borrowing, (C) aggregate amount of such Borrowing, and (D) in the
case  of a Borrowing comprising Eurodollar Rate Advances, initial
Interest Period for each such Advance.  Each Lender shall, before
(x)  12:00 noon (New York City time) on the date of any Borrowing
comprising Eurodollar Rate Advances, and (y) 1:00 P.M. (New  York
City  time)  on  the date of any Borrowing comprising  Base  Rate
Advances,  make  available  for the  account  of  its  Applicable
Lending  Office  to  the  Administrative  Agent  at  its  address
referred  to  in Section 8.02, in same day funds,  such  Lender's
ratable  portion  of  such Borrowing.  After  the  Administrative
Agent's  receipt  of  such  funds and  upon  fulfillment  of  the
applicable   conditions   set   forth   in   Article   III,   the
Administrative  Agent  will  make such  funds  available  to  the
Borrower at the Administrative Agent's aforesaid address.

     (b)  Each Notice of Borrowing shall be irrevocable and binding on
the Borrower.  In the case of any Notice of Borrowing requesting
Eurodollar Rate Advances, the Borrower shall indemnify each
Lender against any loss, cost or expense incurred by such Lender
as a result of any failure to fulfill on or before the date
specified in such Notice of Borrowing for such Borrowing the
applicable conditions set forth in Article III, including,
without limitation, any loss, cost or expense incurred by reason
of the liquidation or reemployment of deposits or other funds
acquired by such Lender to fund the Advance to be made by such
Lender as part of such Borrowing when such Advance, as a result
of such failure, is not made on such date.

     (c)  Unless the Administrative Agent shall have received notice
from a Lender prior to the date of any Borrowing that such Lender
will not make available to the Administrative Agent such Lender's
ratable portion of such Borrowing, the Administrative Agent may
assume that such Lender has made such portion available to the
Administrative Agent on the date of such Borrowing in accordance
with subsection (a) of this Section 2.02 and the Administrative
Agent may, in reliance upon such assumption, make available to
the Borrower on such date a corresponding amount.  If and to the
extent that such Lender shall not have so made such ratable
portion available to the Administrative Agent, such Lender and
the Borrower (following the Administrative Agent's demand on such
Lender for the corresponding amount) severally agree to repay to
the Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such
amount is repaid to the Administrative Agent, at (i) in the case
of the Borrower, the interest rate applicable at the time to
Advances made in connection with such Borrowing and (ii) in the
case of such Lender, the Federal Funds Rate.  If such Lender
shall repay to the Administrative Agent such corresponding
amount, such amount so repaid shall constitute such Lender's
Advance as part of such Borrowing for purposes of this Agreement.

    (d)  The failure of any Lender to make the Advance to be made by
it as part of any Borrowing shall not relieve any other Lender of
its obligation, if any, hereunder to make its Advance on the date
of such Borrowing, but no Lender shall be responsible for the
failure of any other Lender to make the Advance to be made by
such other Lender on the date of any Borrowing.

     SECTION 2.03.  Fees.

      The Borrower agrees to pay to the Administrative Agent  for
the  account  of each Lender a facility fee on the average  daily
amount  of such Lender's Commitment from the date hereof  in  the
case  of each Bank, and from the effective date specified in  the
Assignment and Acceptance pursuant to which it became  a  Lender,
in  the case of each other Lender, until the earlier to occur  of
the Termination Date and, in the case of the termination in whole
of  a  Lender's Commitment pursuant to Section 2.04, the date  of
such  termination, payable on the last day of each  March,  June,
September and December during such period, and on the Termination
Date   at  the  rate  per annum set forth below  in  the  columns
identified  as Level 1, Level 2, Level 3, Level 4, and  Level  5,
determined by reference to the Relevant Rating:

                 Level 1   Level 2    Level 3   Level 4    Level 5
                Relevant   Relevant  Relevant  Relevant   Relevant
                 Ratings   Ratings    Ratings   Ratings    Ratings
                             Less      Less      Less       below
    S&P           A- or      than      than      than       BBB-*
                 better    Level 1    Level 2   Level 3      or
  Moody's          and     and BBB+     and       and       below
                  A3 or       or      BBB or    BBB- or     Baa3*
                 better     better    better    better
                             and        and       and
                           Baa1 or    Baa2 or   Baa3 or
                            better    better    better
 Rate Per Annum
 Facility Fee    0.125%     0.150%     0.200%    0.250%    0.375%

                                                       *or
unrated

Any  change in the facility fee will be effective as of the  date
on  which  S&P  or  Moody's, as the case may  be,  announces  the
applicable change in any Senior Debt Rating.

     SECTION 2.04.  Adjustment of the Commitments.

     (a)   The Borrower shall have the right, upon at least three
Business  Days' notice to the Administrative Agent, to  terminate
in  whole  or reduce ratably in part the unused portions  of  the
respective Commitments of the Lenders, provided that each partial
reduction  shall be in the aggregate amount of $1,000,000  or  an
integral multiple thereof.

     (b)  If the Borrower shall make the Term Election, then on the
last day of the Revolving Period, the Commitments shall be
permanently reduced to an amount equal to the aggregate principal
amount of Advances then outstanding.  In addition, if on any date
following the last day of the Revolving Period the aggregate
principal amount of Advances then outstanding shall be less than
the Commitments, then on such date the Commitments shall be
permanently reduced to an amount equal to the aggregate principal
amount of Advances then outstanding.

     (c)  (i)  On any date on or prior to the last day of the
Revolving Period, the Borrower may increase the aggregate amount
of the Commitments by an amount not less than $5,000,000 and to
an amount not to exceed $1,400,000,000 (any such increase, a
"Commitment Increase") by designating either one or more of the
existing Lenders (each of which, in its sole discretion, may
determine whether and to what degree to participate in such
Commitment Increase) or one or more other Eligible Assignees
reasonably acceptable to the Administrative Agent that at the
time agree, in the case of any such Eligible Assignee that is an
existing Lender, to increase its Commitment (an "Increasing
Lender") and, in the case of any other Eligible Assignee (an
"Additional Lender"), to become a party to this Agreement.  The
sum of the increases in the Commitments of the Increasing Lenders
pursuant to this subsection (c) plus the Commitments of the
Additional Lenders upon giving effect to the Commitment Increase
shall not in the aggregate exceed the amount of the Commitment
Increase.  The Borrower shall provide prompt notice of any
proposed Commitment Increase pursuant to this Section 2.04(c) to
the Administrative Agent, which shall promptly provide a copy of
such notice to the Lenders.

          (ii) Any Commitment Increase shall become effective upon (A) the
     receipt by the Administrative Agent of (1) an agreement in form
     and substance satisfactory to the Administrative Agent signed by
     the Borrower, each Increasing Lender and each Additional Lender,
     setting forth the new Commitments of each such Lender and setting
     forth the agreement of each Additional Lender to become a party
     to this Agreement and to be bound by all the terms and provisions
     hereof  binding upon each Lender, and (2) such  evidence  of
     appropriate corporate authorization on the part of the Borrower
     with respect to the Commitment Increase and such opinions of
     counsel for the Borrower with respect to the Commitment Increase
     as  the Administrative Agent may reasonably request, (B) the
     funding by each Increasing Lender and Additional Lender of the
     Advance(s) to be made by each such Lender described in paragraph
     (iii) below and (C) receipt by the Administrative Agent of a
     certificate (the statements contained in which shall be true) of
     a  duly authorized officer of the Borrower stating that both
     before and after giving effect to such Commitment Increase (1) no
     Event of Default and no Prepayment Event has occurred and is
     continuing, and (2) all representations and warranties made by
     such Borrower in this Agreement are true and correct in  all
     material respects.

          (iii) Upon the effective date of any Commitment Increase,
     each Increasing Lender and each Additional Lender shall provide
     funds to the Administrative Agent in the manner described in
     Section 2.02(a) in an amount equal to the product of (x) the
     aggregate outstanding Advances, expressed as a percentage of the
     aggregate Commitments of all of the Lenders (calculated, in each
     case, immediately prior to such Commitment Increase) and (y) such
     Lender's pro rata share of the aggregate Commitments of all of
     the Lenders (calculated, in each case, after giving effect to
     such Commitment Increase).  The funds so provided by any Lender
     shall be deemed to be an Advance or Advances made by such Lender
     on the date of such Commitment Increase, with such Advance(s)
     being (A) in an amount equal to product of (x) the aggregate
     outstanding principal amount of each Advance expressed as a
     percentage of the aggregate Commitments of all of the Lenders
     (calculated, in each case, immediately prior to such Commitment
     Increase) and (y) such Lender's pro rata share of the aggregate
     Commitments of all of the Lenders (calculated, in each case,
     after giving effect to such Commitment Increase) and (B) of the
     same Type(s) and having the same Interest Period(s) as each
     Advance described in the preceding clause (A), such that after
     giving effect to such Commitment Increase and the Advances made
     on the date of such Commitment Increase, each Advance outstanding
     hereunder shall consist of Advances made by the Lenders ratably
     in accordance with each Lender's pro rata share of the aggregate
     Commitments of all of the Lenders.

          (iv) Notwithstanding any provision contained herein to the
     contrary, from and after the date of any Commitment Increase and
     the making of any Advances on such date pursuant to paragraph
     (iii) above, all calculations and payments of the facility fee
     and of interest on the Advances shall take into account the
     actual Commitment of each Lender and the principal amount
     outstanding of each Advance made by such Lender during the
     relevant period of time.

     SECTION 2.05.  Repayment of Advances.

     The  Borrower  shall  repay  the principal  amount  of  each
Advance made by each Lender on the Termination Date.

     SECTION 2.06.  Interest on Advances.

     The  Borrower  shall  pay interest on the  unpaid  principal
amount of each Advance made by each Lender from the date of  such
Advance until such principal amount shall be paid in full, at the
following rates per annum:

     (a)  Base Rate Advances.  If such Advance is a Base Rate Advance,
a  rate  per annum equal at all times to the Base Rate in  effect
from  time to time plus the Applicable Margin for such Base  Rate
Advance  in  effect from time to time, payable quarterly  on  the
last  day of each March, June, September and December and on  the
date such Base Rate Advance shall be Converted or paid in full.

     (b)  Eurodollar Rate Advances.  Subject to Section 2.07, if such
Advance is a Eurodollar Rate Advance, a rate per annum equal at
all times during the Interest Period for such Advance to the sum
of the Eurodollar Rate for such Interest Period plus the
Applicable Margin for such Eurodollar Rate Advance in effect from
time to time, payable on the last day of each Interest Period for
such Eurodollar Rate Advance and on the date such Eurodollar Rate
Advance shall be Converted or paid in full and, if such Interest
Period has a duration of more than three months, on each day that
occurs during such Interest Period every three months from the
first day of such Interest Period.

     SECTION 2.07.  Additional Interest on Eurodollar Rate Advances.

     The  Borrower  shall pay to each Lender,  so  long  as  such
Lender  shall  be  required under regulations  of  the  Board  of
Governors of the Federal Reserve System to maintain reserves with
respect  to  liabilities  or assets consisting  of  or  including
Eurocurrency  Liabilities,  additional  interest  on  the  unpaid
principal amount of each Eurodollar Rate Advance of such  Lender,
from the date of such Advance until such principal amount is paid
in  full, at an interest rate per annum equal at all times to the
remainder obtained by subtracting (i) the Eurodollar Rate for the
Interest  Period for such Advance from (ii) the rate obtained  by
dividing such Eurodollar Rate by a percentage equal to 100% minus
the  Eurodollar Rate Reserve Percentage of such Lender  for  such
Interest  Period,  payable  on each date  on  which  interest  is
payable  on  such  Advance.  Such additional  interest  shall  be
determined  by  such Lender and notified to the Borrower  through
the  Administrative  Agent,  and  such  determination  shall   be
conclusive and binding for all purposes, absent manifest error.

     SECTION 2.08.  Interest Rate Determination.

     (a)  Each Reference Bank agrees to furnish to the Administrative
Agent  timely  information for the purpose  of  determining  each
Eurodollar Rate.  If any one or more of the Reference Banks shall
not  furnish such timely information to the Administrative  Agent
for  the  purpose  of  determining any such  interest  rate,  the
Administrative Agent shall determine such interest  rate  on  the
basis  of timely information furnished by the remaining Reference
Banks.

     (b)  The Administrative Agent shall give prompt notice to the
Borrower and the Lenders of the applicable interest rate
determined by the Administrative Agent for purposes of
Section 2.06(a) and the applicable rate, if any, furnished by
each Reference Bank for the purpose of determining the applicable
interest rate under Section 2.06(b).

     (c)  If fewer than two Reference Banks furnish timely information
to the Administrative Agent for determining the Eurodollar Rate
for any Eurodollar Rate Advances,

          (i)  the Administrative Agent shall forthwith notify the Borrower
     and the Lenders that the interest rate cannot be determined for
     such Eurodollar Rate Advances,

          (ii) each such Advance will automatically, on the last day of the
     then existing Interest Period therefor, Convert into a Base Rate
     Advance (or if such Advance is then a Base Rate Advance, will
     continue as a Base Rate Advance), and

          (iii) the obligation of the Lenders to make, or to Convert
     Advances into Eurodollar Rate Advances shall be suspended until
     the Administrative Agent shall notify the Borrower and the
     Lenders that the circumstances causing such suspension no longer
     exist.

     (d)   If, with respect to any Eurodollar Rate Advances,  the
Majority  Lenders  notify  the  Administrative  Agent  that   the
Eurodollar  Rate for any Interest Period for such  Advances  will
not  adequately  reflect  the cost to such  Majority  Lenders  of
making,  funding or maintaining their respective Eurodollar  Rate
Advances for such Interest Period, the Administrative Agent shall
forthwith so notify the Borrower and the Lenders, whereupon

          (i)  each Eurodollar Rate Advance will automatically, on the last
     day of the then existing Interest Period therefor, Convert into a
     Base Rate Advance, and

          (ii) the obligation of the Lenders to make, or to Convert
     Advances into, Eurodollar Rate Advances shall be suspended until
     the Administrative Agent shall notify the Borrower and the
     Lenders that the circumstances causing such suspension no longer
     exist.

     SECTION 2.09.  Conversion of Advances.

     (a)   Voluntary.  The Borrower may, upon notice given to the
Administrative  Agent not later than 11:00 A.M.  (New  York  City
time) on the third Business Day prior to the date of the proposed
Conversion  and  subject to the provisions of Sections  2.08  and
2.12, on any Business Day, Convert all Advances of one Type  made
in  connection with the same Borrowing into Advances  of  another
Type;  provided, however, that any Conversion of, or with respect
to,  any  Eurodollar Rate Advances into Advances of another  Type
shall be made on, and only on, the last day of an Interest Period
for such Eurodollar Rate Advances, unless the Borrower shall also
reimburse   the   Lenders   in  respect   thereof   pursuant   to
Section 8.04(b) on the date of such Conversion.  Each such notice
of   a  Conversion  (a  "Notice  of  Conversion")  shall  be   by
telecopier, telex or cable, confirmed immediately in writing,  in
substantially the form of Exhibit A-2 hereto, specifying  therein
(i)  the  date  of  such  Conversion, (ii)  the  Advances  to  be
Converted, and (iii) if such Conversion is into, or with  respect
to, Eurodollar Rate Advances, the duration of the Interest Period
for each such Advance.

     (b)  Mandatory.  If a Borrower shall fail to select the Type of
any Advance or the duration of any Interest Period for any
Borrowing comprising Eurodollar Rate Advances in accordance with
the provisions contained in the definition of "Interest Period"
in Section 1.01 and Section 2.09(a), or if any proposed
Conversion of a Borrowing that is to comprise Eurodollar Rate
Advances upon Conversion shall not occur as a result of the
circumstances described in paragraph (c) below, the
Administrative Agent will forthwith so notify the Borrower and
the Lenders, and such Advances will automatically, on the last
day of the then existing Interest Period therefor, Convert into
Base Rate Advances.

     (c)  Failure to Convert.  Each notice of Conversion given
pursuant to subsection (a) above shall be irrevocable and binding
on the Borrower.  In the case of any Borrowing that is to
comprise Eurodollar Rate Advances upon Conversion, the Borrower
agrees to indemnify each Lender against any loss, cost or expense
incurred by such Lender if, as a result of the failure of the
Borrower to satisfy any condition to such Conversion (including,
without limitation, the occurrence of any Prepayment Event or
Event of Default, or any event that would constitute an Event of
Default or a Prepayment Event with notice or lapse of time or
both), such Conversion does not occur.  The Borrower's
obligations under this subsection (c) shall survive the repayment
of all other amounts owing to the Lenders and the Administrative
Agent under this Agreement and the termination of the
Commitments.

     SECTION 2.10.  Prepayments.

     The Borrower may, upon notice received by the Administrative
Agent  prior  to 11:00 A.M. (New York City time) on any  Business
Day,  with  respect to Base Rate Advances, and upon at least  two
Business  Days' notice to the Administrative Agent, with  respect
to  Eurodollar  Rate  Advances, stating  the  proposed  date  and
aggregate principal amount of the prepayment, and if such  notice
is  given  the  Borrower shall, prepay the outstanding  principal
amounts  of  the Advances made as part of the same  Borrowing  in
whole  or ratably in part, together with accrued interest to  the
date   of  such  prepayment  on  the  principal  amount  prepaid;
provided, however, that (i) each partial prepayment shall  be  in
an  aggregate  principal amount not less than $1,000,000  or  any
integral multiple of $100,000 in excess thereof and (ii)  in  the
case  of  any such prepayment of an Eurodollar Rate Advance,  the
Borrower  shall be obligated to reimburse the Lenders in  respect
thereof  pursuant  to  Section  8.04(b)  on  the  date  of   such
prepayment.

     SECTION 2.11.  Increased Costs.

     (a)  If, due to either (i) the introduction of or any change
(other  than  any  change  by way of imposition  or  increase  of
reserve  requirements  in the case of Eurodollar  Rate  Advances,
included in the Eurodollar Rate Reserve Percentage) in or in  the
interpretation  of any law or regulation or (ii)  the  compliance
with  any  guideline or request from any central  bank  or  other
governmental authority (whether or not having the force of  law),
there shall be any increase in the cost to any Lender of agreeing
to  make  or  making,  funding  or  maintaining  Eurodollar  Rate
Advances, then the Borrower shall from time to time, upon  demand
by  such Lender (with a copy of such demand to the Administrative
Agent),  pay to the Administrative Agent for the account of  such
Lender  additional amounts sufficient to compensate  such  Lender
for  such increased cost.  A certificate as to the amount of such
increased  cost, submitted to the Borrower and the Administrative
Agent  by  such Lender, shall be conclusive and binding  for  all
purposes, absent manifest error.

     (b)  If any Lender determines that compliance with any law or
regulation or any guideline or request from any central bank or
other governmental authority (whether or not having the force of
law) affects or would affect the amount of capital required or
expected to be maintained by such Lender or any corporation
controlling such Lender and that the amount of such capital is
increased by or based upon the existence of such Lender's
commitment to lend hereunder and other commitments of this type
(including such Lender's commitment to lend hereunder) or the
Advances, then, upon demand by such Lender (with a copy of such
demand to the Administrative Agent), the Borrower shall
immediately pay to the Administrative Agent for the account of
such Lender, from time to time as specified by such Lender,
additional amounts sufficient to compensate such Lender or such
corporation in the light of such circumstances, to the extent
that such Lender reasonably determines such increase in capital
to be allocable to the existence of such Lender's commitment to
lend hereunder or the Advances made by such Lender.  A
certificate in reasonable detail as to such amounts submitted to
the Borrower and the Administrative Agent by such Lender shall be
conclusive and binding for all purposes, absent manifest error.

     SECTION 2.12.  Illegality.

     Notwithstanding  any other provision of this  Agreement,  if
any  Lender  shall  notify  the  Administrative  Agent  that  the
introduction   of,   any  change  in  or  any   change   in   the
interpretation of any law or regulation makes it unlawful, or any
central bank or other governmental authority asserts that  it  is
unlawful,  for  any  Lender or its Eurodollar Lending  Office  to
perform  its  obligations  hereunder  to  make  Eurodollar   Rate
Advances   or  to  fund  or  maintain  Eurodollar  Rate  Advances
hereunder,  (i)  the obligation of the Lenders  to  make,  or  to
Convert   Advances  into,  Eurodollar  Rate  Advances  shall   be
suspended  until  the  Administrative  Agent  shall  notify   the
Borrower  and  the  Lenders that the circumstances  causing  such
suspension no longer exist and (ii) the Borrower shall  forthwith
prepay  in full all Eurodollar Rate Advances of all Lenders  then
outstanding, together with interest accrued thereon,  unless  the
Borrower,   within  five  Business  Days  of  notice   from   the
Administrative  Agent, Converts all Eurodollar Rate  Advances  of
all  Lenders  then outstanding into Advances of another  Type  in
accordance with Section 2.09.

     SECTION 2.13.  Payments and Computations.

     (a)  The Borrower shall make each payment hereunder not later
than  12:00 noon (New York City time) on the day when due in U.S.
dollars to the Administrative Agent at its address referred to in
Section  8.02 in same day funds.  The Administrative  Agent  will
promptly  thereafter cause to be distributed like funds  relating
to  the payment of principal or interest or facility fees ratably
(other  than  amounts payable pursuant to Section 2.02(c),  2.03,
2.07,  2.11, 2.14 or 8.04(b)) to the Lenders for the  account  of
their  respective  Applicable Lending  Offices,  and  like  funds
relating to the payment of any other amount payable to any Lender
to  such Lender for the account of its Applicable Lending Office,
in  each case to be applied in accordance with the terms of  this
Agreement.   Upon its acceptance of an Assignment and  Acceptance
and  recording  of  the  information  contained  therein  in  the
Register  pursuant  to  Section  8.07(d),  from  and  after   the
effective  date specified in such Assignment and Acceptance,  the
Administrative Agent shall make all payments hereunder in respect
of   the   interest  assigned  thereby  to  the  Lender  assignee
thereunder,  and  the parties to such Assignment  and  Acceptance
shall  make  all  appropriate adjustments in  such  payments  for
periods prior to such effective date directly between themselves.

     (b)  The Borrower hereby authorizes each Lender, if and to the
extent payment owed to such Lender is not made when due
hereunder, to charge from time to time to the extent permitted by
law against any or all of the Borrower's accounts with such
Lender any amount so due.

     (c)  All computations of interest based on the Base Rate shall be
made by the Administrative Agent on the basis of a year of 365 or
366 days, as the case may be, and all computations of interest
based on the Eurodollar Rate or the Federal Funds Rate and of
facility fees shall be made by the Administrative Agent, and all
computations of interest pursuant to Section 2.07 shall be made
by a Lender, on the basis of a year of 360 days, in each case for
the actual number of days (including the first day but excluding
the last day) occurring in the period for which such interest or
facility fees are payable.  Each determination by the
Administrative Agent (or, in the case of Section 2.07, by a
Lender) of an interest rate hereunder shall be conclusive and
binding for all purposes, absent manifest error.

     (d)  Whenever any payment hereunder shall be stated to be due on
a day other than a Business Day, such payment shall be made on
the next succeeding Business Day, and such extension of time
shall in such case be included in the computation of payment of
interest or facility fee, as the case may be; provided, however,
if such extension would cause payment of interest on or principal
of Eurodollar Rate Advances to be made in the next following
calendar month, such payment shall be made on the next preceding
Business Day.

     (e)  Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due
to the Lenders hereunder that the Borrower will not make such
payment in full, the Administrative Agent may assume that the
Borrower has made such payment in full to the Administrative
Agent on such date and the Administrative Agent may, in reliance
upon such assumption, cause to be distributed to each Lender on
such due date an amount equal to the amount then due such Lender.
If and to the extent that the Borrower shall not have so made
such payment in full to the Administrative Agent, each Lender
shall repay to the Administrative Agent forthwith on demand such
amount distributed to such Lender together with interest thereon,
for each day from the date such amount is distributed to such
Lender until the date such Lender repays such amount to the
Administrative Agent, at the Federal Funds Rate.

     (f)  Notwithstanding anything to the contrary contained herein,
any amount payable by the Borrower hereunder that is not paid
when due (whether at stated maturity, by acceleration or
otherwise) shall (to the fullest extent permitted by law) bear
interest from the date when due until paid in full at a rate per
annum equal at all times to the Base Rate plus 2%, payable upon
demand.

     SECTION 2.14.  Taxes.

     (a)  Any and all payments by the Borrower hereunder shall be
made,  in  accordance with Section 2.13, free and  clear  of  and
without  deduction  for  any and all  present  or  future  taxes,
levies,  imposts,  deductions, charges or withholdings,  and  all
liabilities with respect thereto, excluding, in the case of  each
Lender and the Administrative Agent, taxes imposed on its income,
and  franchise taxes imposed on it, by the jurisdiction under the
laws  of  which such Lender or the Administrative Agent  (as  the
case  may  be) is organized or any political subdivision  thereof
and, in the case of each Lender, taxes imposed on its income, and
franchise  taxes  imposed  on it, by  the  jurisdiction  of  such
Lender's  Applicable Lending Office or any political  subdivision
thereof   (all   such   non-excluded  taxes,   levies,   imposts,
deductions,   charges,   withholdings   and   liabilities   being
hereinafter  referred to as "Taxes").  If the Borrower  shall  be
required by law to deduct any Taxes from or in respect of any sum
payable  hereunder  to  any Lender or the  Administrative  Agent,
(i)  the  sum  payable shall be increased as may be necessary  so
that  after  making all required deductions (including deductions
applicable  to  additional sums payable under this Section  2.14)
such  Lender  or the Administrative Agent (as the  case  may  be)
receives an amount equal to the sum it would have received had no
such  deductions  been made, (ii) the Borrower  shall  make  such
deductions  and  (iii) the Borrower shall  pay  the  full  amount
deducted to the relevant taxation authority or other authority in
accordance with applicable law.

     (b)  In addition, the Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies which arise from any payment
made hereunder or from the execution, delivery or registration
of, or otherwise with respect to, this Agreement (hereinafter
referred to as "Other Taxes").

     (c)  The Borrower will indemnify each Lender and the
Administrative Agent for the full amount of Taxes or Other Taxes
(including, without limitation, any Taxes or Other Taxes imposed
by any jurisdiction on amounts payable under this Section 2.14)
paid by such Lender or the Administrative Agent (as the case may
be) and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto, whether or
not such Taxes or Other Taxes were correctly or legally asserted.
This indemnification shall be made within 30 days from the date
such Lender or the Administrative Agent (as the case may be)
makes written demand therefor.  Nothing herein shall preclude the
right of the Borrower to contest any such Taxes or Other Taxes so
paid, and the Lenders in question or the Administrative Agent (as
the case may be) will, following notice from, and at the expense
of, the Borrower, take such actions as the Borrower may
reasonably request to preserve the Borrower's rights to contest
such Taxes or Other Taxes, and, promptly following receipt of any
refund of amounts with respect to Taxes or Other Taxes for which
such Lenders or the Administrative Agent were previously
indemnified under this Section 2.14, pay to the Borrower such
refunded amounts (including any interest paid by the relevant
taxing authority with respect to such amounts).

     (d)  Prior to the date of the initial Borrowing in the case of
each Bank, and on the date of the Assignment and Acceptance
pursuant to which it became a Lender in the case of each other
Lender, and from time to time thereafter if requested by the
Borrower or the Administrative Agent, each Lender organized under
the laws of a jurisdiction outside the United States shall
provide the Administrative Agent and the Borrower with the forms
prescribed by the Internal Revenue Service of the United States
certifying that such Lender is exempt from United States
withholding taxes with respect to all payments to be made to such
Lender hereunder.  If for any reason during the term of this
Agreement, any Lender becomes unable to submit the forms referred
to above or the information or representations contained therein
are no longer accurate in any material respect, such Lender shall
notify the Administrative Agent and the Borrower in writing to
that effect.  Unless the Borrower and the Administrative Agent
have received forms or other documents satisfactory to them
indicating that payments hereunder are not subject to United
States withholding tax, the Borrower or, if the Borrower fails to
do so, the Administrative Agent, shall withhold taxes from such
payments at the applicable statutory rate in the case of payments
to or for any Lender organized under the laws of a jurisdiction
outside the United States.

     (e)  Any Lender claiming any additional amounts payable pursuant
to this Section 2.14 shall use its best efforts (consistent with
its internal policy and legal and regulatory restrictions) to
change the jurisdiction of its Applicable Lending Office or take
other actions customary or otherwise reasonable under the
circumstances if the making of such a change or the taking of
such actions would avoid the need for, or reduce the amount of,
any such additional amounts which may thereafter accrue and would
not, in the reasonable judgment of such Lender, be otherwise
disadvantageous to such Lender.

     (f)  Without prejudice to the survival of any other agreement of
the Borrower hereunder, the agreements and obligations of the
Borrower contained in this Section 2.14 shall survive the payment
in full of principal and interest hereunder.

     SECTION 2.15.  Sharing of Payments, Etc.

     If  any  Lender shall obtain any payment (whether voluntary,
involuntary,  through the exercise of any right  of  set-off,  or
otherwise)  on  account of the Advances made by  it  (other  than
pursuant  to  Section 2.02(c), 2.07, 2.11, 2.14  or  8.04(b))  in
excess  of  its  ratable  share of payments  on  account  of  the
Advances obtained by all the Lenders, such Lender shall forthwith
purchase  from  the  other  Lenders such  participations  in  the
Advances  made  by  them  as shall be  necessary  to  cause  such
purchasing Lender to share the excess payment ratably  with  each
of  them, provided, however, that if all or any portion  of  such
excess  payment  is  thereafter recovered  from  such  purchasing
Lender,  such  purchase from each Lender shall be  rescinded  and
such  Lender  shall repay to the purchasing Lender  the  purchase
price  to  the  extent of such recovery together with  an  amount
equal to such Lender's ratable share (according to the proportion
of (i) the amount of such Lender's required repayment to (ii) the
total  amount  so recovered from the purchasing  Lender)  of  any
interest or other amount paid or payable by the purchasing Lender
in respect of the total amount so recovered.  The Borrower agrees
that any Lender so purchasing a participation from another Lender
pursuant  to  this  Section  2.15  may,  to  the  fullest  extent
permitted  by law, exercise all its rights of payment  (including
the right of set-off) with respect to such participation as fully
as if such Lender were the direct creditor of the Borrower in the
amount of such participation.

     SECTION 2.16.  Extension of Termination Date.

     (a)  At least 30 but no more than 45 days prior to the end of the
then-current Revolving Period, the Borrower may, by delivering  a
written  request to the Administrative Agent (each  such  request
being irrevocable), request that the Revolving Period be extended
for  an additional period of 364 days, commencing on the last day
of the then-current Revolving Period.  Any such notice shall also
indicate  whether  the Borrower elects, in  the  event  that  the
Lenders determine not to extend the Revolving Period as requested
by  the Borrower, to extend the then-stated Termination Date from
the  last  day of the then-current Revolving Period to the  first
anniversary of the last day of the then-current Revolving  Period
(any  such  election to so extend the Termination Date being  the
"Term   Election").   Upon  receipt  of  any  such  notice,   the
Administrative Agent shall promptly communicate such  request  to
the Lenders.

     (b)  No earlier than 30 days prior, and no later than 20 days
prior, to the end of the then-current Revolving Period, each
Lender may indicate to the Administrative Agent whether the
Borrower's request to so extend the then-current Revolving Period
is acceptable to such Lender, it being understood that the
determination by each Lender will be in its sole and absolute
discretion and that the failure of any Lender to so respond
within such period shall be deemed to constitute a refusal by
such Lender to consent to such requests (any Lender refusing or
deemed to refuse any such request, a "Non-Consenting Lender").
The Administrative Agent will notify the Borrower, in writing, of
the Lenders' decisions no later than 15 days prior to the end of
the then-current Revolving Period.

     (c)  Subject to the satisfaction of the conditions set forth in
Section 3.03, in the event that Lenders having more than 50% of
the Commitments have consented to the Borrower's request to
extend the then-current Revolving Period, the then-current
Revolving Period shall be extended for an additional period of
364 days with respect to the Commitments of such Lenders.  The
Commitments of Non-Consenting Lenders with respect to such
request shall automatically terminate on the last day of the then-
current Revolving Period (and the principal amount of all
Advances made by such Non-Consenting Lenders, together with
accrued interest to such date, shall be repaid), unless assigned
pursuant to Section 8.07(i) hereof in which case the then-current
Revolving Period shall be extended for such additional period
with respect to such Commitments.

     (d)  Subject to the satisfaction of the conditions set forth in
Section 3.03, in the event  that (i) Lenders having 50% or less
of the Commitments have consented to the Borrower's request to
extend the then-current Revolving Period and (ii) Commitments and
Advances of Non-Consenting Lenders with respect to such request
which have been assigned pursuant to Section 8.07(i) hereof, when
aggregated with the Commitments of such consenting Lenders,
comprise more than 50% of the Commitments, the then-current
Revolving Period shall be extended for an additional period of
364 days with respect to such Commitments.  The Commitments of
the Non-Consenting Lenders shall automatically terminate on the
last day of the then-current Revolving Period (and the principal
amount of all Advances made by such Non-Consenting Lenders,
together with accrued interest to such date, shall be repaid),
unless assigned pursuant to Section 8.07(i) hereof.

     (e)  Subject to the satisfaction of the condition set forth in
Section 3.03(d)(ii), in the event that any request by the
Borrower pursuant to subsection (a) above shall be denied and the
Borrower shall have indicated in such request that, in the event
of such denial, it has determined to effect the Term Election,
then, effective as of the last day of the Revolving Period, the
Termination Date shall be extended to the first anniversary of
such day.  In addition, in the event that the Borrower shall not
have requested an extension of the then-current Revolving Period
pursuant to subsection (a) above, the Borrower may nonetheless
make the Term Election by giving written notice to such effect to
the Administrative Agent at least ten Business Days prior to the
last day of the then-current Revolving Period (which shall
promptly give notice thereof to the Lenders), whereupon, subject
to the satisfaction of the condition set forth in Section
3.03(d)(ii), the Termination Date shall, effective as of such
last day, be extended to the first anniversary of such last day.

     (f)  Notwithstanding anything contained herein to the contrary,
the Borrower's right to effect the Term Election as provided in
either subsection (a) or (e), above, shall not affect any rights
or remedies that the Lenders or the Administrative Agent may have
at such time under Section 6.01 as a result of any Event of
Default or Prepayment Event, or event that would constitute an
Event of Default or Prepayment Event with notice or lapse of time
or both, which may have occurred and then be continuing, either
at the time of the giving of such notice or on the last day of
the then-current Revolving Period.

     (g)  Notwithstanding any other provision of this Agreement, the
Revolving Period may be extended more than once pursuant to this
Section 2.16 and the Term Election may be effected on the last
day of the Revolving Period whether or not the same has been
extended one or more times pursuant to this Section 2.16.

     SECTION 2.17.  Noteless Agreement; Evidence of Indebtedness.

     (a)  Each Lender shall maintain in accordance with its usual
practice  an  account or accounts evidencing the indebtedness  of
the  Borrower to such Lender resulting from each Advance made  by
such Lender from time to time, including the amounts of principal
and  interest payable and paid to such Lender from time  to  time
hereunder.

     (b)  The Administrative Agent shall also maintain accounts in
which it will record (i) the amount of each Advance made
hereunder, the Type thereof and the Interest Period (if any) with
respect thereto, (ii) the amount of any principal or interest due
and payable or to become due and payable from the Borrower to
each Lender hereunder, and (iii) the amount of any sum received
by the Administrative Agent hereunder from the Borrower and each
Lender's share thereof.

     (c)  The entries maintained in the accounts maintained pursuant
to subsections (a) and (b) above shall be prima facie evidence of
the existence and amounts of the obligations therein recorded;
provided, however, that the failure of the Administrative Agent
or any Lender to maintain such accounts or any error therein
shall not in any manner affect the obligation of the Borrower to
repay such obligations in accordance with their terms.

     (d)  Any Lender may request that its Advances be evidenced by one
or more promissory notes.  In such event, the Borrower shall
prepare, execute and deliver to such Lender one or more
promissory notes payable to the order of such Lender and in a
form acceptable to the Borrower and the Administrative Agent.
Thereafter, the Advances evidenced by such note(s) and interest
thereon shall at all times (including after any assignment
pursuant to Section 8.07) be represented by notes from the
Borrower, payable to the order of the payee named therein or any
assignee pursuant to Section 8.07, except to the extent that any
such Lender or assignee subsequently returns any such notes for
cancellation and requests that such Borrowings once again be
evidenced as in subsections (a) and (b) above.

                           ARTICLE III
                      CONDITIONS OF LENDING

     SECTION 3.01.  Conditions Precedent to Initial Advances.

     The obligation of each Lender to make its initial Advance is
subject to the conditions precedent that on or before the date of
such Advance:

     (a)  The Administrative Agent shall have received the following,
each  dated  the  same date (except for the financial  statements
referred  to  in  paragraph (iv) below), in  form  and  substance
satisfactory  to  the Administrative Agent and  (except  for  the
notes described in paragraph (i)) with one copy for each Lender:

          (i)  A promissory note payable to the order of each Lender that
     requests one pursuant to Section 2.17.

          (ii) Certified copies of the resolutions of the Board of
     Directors of the Borrower approving this Agreement, and of all
     documents evidencing other necessary corporate action with
     respect to this Agreement;

          (iii) A certificate of the Secretary or an Assistant
     Secretary of the Borrower certifying (A) the names and true
     signatures of the officers of the Borrower authorized to sign
     this Agreement and the other documents to be delivered hereunder;
     (B) that attached thereto are true and correct copies of the
     Certificate of Incorporation and the By Laws of the Borrower, in
     each case in effect on such date; and (C) that attached thereto
     are true and correct copies of all governmental and regulatory
     authorizations and approvals required for the due execution,
     delivery and performance of this Agreement, including, without
     limitation, a copy of the order (File No. 70-9749) of the SEC
     under the Public Utility Holding Company Act of 1935 authorizing
     the Borrower's execution, delivery and performance of this
     Agreement (the "SEC Order");

          (iv) Copies of the consolidated balance sheets of the Borrower
     and its subsidiaries as of December 31, 2000, and the related
     consolidated statements of income, retained earnings and cash
     flows of the Borrower and its subsidiaries for the fiscal year
     then ended, and copies of the consolidated financial statements
     of the Borrower and its subsidiaries as of March 31, 2001, in
     each case certified by a duly authorized officer of the Borrower
     as having been prepared in accordance with generally accepted
     accounting principles consistently applied;

          (v)  A favorable opinion of counsel for the Borrower, acceptable
     to the Administrative Agent, substantially in the form of
     Exhibit C hereto and as to such other matters as any Lender
     through the Administrative Agent may reasonably request;

          (vi) A favorable opinion of King & Spalding, Special New York
     counsel for the Administrative Agent, substantially in the form
     of Exhibit D hereto; and

          (vii)     A duly executed and delivered Form U-1, in the form
     prescribed by Regulation U issued by the Board of Governors of
     the Federal Reserve System.

     (b)   The Administrative Agent shall have received the  fees
payable pursuant to the Fee Letter.

     (c)  The commitments of the lenders under the Existing Credit
Agreement shall have been terminated, and the obligations of the
Borrower under the Existing Credit Agreement to such lenders
shall have been paid in full.

     SECTION 3.02.  Conditions Precedent to Each Borrowing.

     The  obligation  of each Lender to make an  Advance  on  the
occasion  of  each  Borrowing (including the  initial  Borrowing)
shall be subject to the further conditions precedent that on  the
date of such Borrowing:

     (a)  the following statements shall be true (and each of the
giving  of  the  applicable  Notice of  Borrowing  or  Notice  of
Conversion and the acceptance by the Borrower of any proceeds  of
a Borrowing shall constitute a representation and warranty by the
Borrower  that  on the date of such Borrowing or  Conversion,  as
applicable, such statements are true):

          (i)  The representations and warranties contained in Section 4.01
     (excluding those contained in subsections (e) and (f) thereof if
     such  Borrowing does not increase the aggregate  outstanding
     principal  amount of Advances over the aggregate outstanding
     principal amount of all Advances immediately prior to the making
     of such Borrowing) are correct on and as of the date of such
     Borrowing, before and after giving effect to such Borrowing and
     to the application of the proceeds therefrom, as though made on
     and as of such date; and

          (ii) No event has occurred and is continuing, or would result
     from such Borrowing or from the application of the proceeds
     therefrom, that constitutes a Prepayment Event or an Event of
     Default or would constitute an Event of Default or a Prepayment
     Event with notice or lapse of time or both.

     (b)  The Administrative Agent shall have received such other
approvals, opinions or documents with respect to the truth of the
foregoing  statements  (i) and (ii) as  any  Lender  through  the
Administrative Agent may reasonably request.

     SECTION 3.03.  Conditions Precedent to Each Extension of the
Revolving Period.

     In the event that the Borrower shall request an extension of
the  Revolving  Period pursuant to Section 2.16,  such  extension
shall  take  effect only upon the satisfaction of  the  following
conditions   precedent,  together  with  such  other   conditions
precedent as the extending Lenders may require in connection with
such extension:

     (a)  The Administrative Agent shall have prepared and delivered
to  the  Borrower and each Lender (including each  new  bank  and
other  financial  institution to which a  non-extending  Lender's
Commitment has been assigned pursuant to Section 8.07(i)  hereof)
a   revised  Schedule  II  which  reflects  the  Commitments,  as
applicable, of each Lender.

     (b)  The Borrower shall have paid all fees under or referenced in
Section 2.03 hereof, to the extent then due and payable.

     (c)  The Administrative Agent shall have received such other
documents and legal opinions in respect of any aspect or
consequence of the transactions contemplated by Section 2.16 as
the  Administrative Agent shall reasonably request, including,
without limitation, copies of the resolutions, in form and
substance satisfactory to the Administrative Agent, of the Board
of Directors of the Borrower authorizing the extension of the
Termination Date.

     (d)  The following statements shall be true on and as of the last
day of the then-current Revolving Period:

          (i)  The representations and warranties contained in Section 4.01
     are correct, provided that, the representations contained in
     subsections (e) and (f) thereof are made with respect to the
     Borrower's Annual Report on Form 10-K most recently filed with
     the SEC and Quarterly Reports on Form 10-Q, if any, filed with
     the SEC after such Form 10-K; and

          (ii) No event has occurred and is continuing, or would result
     from such extension of the Termination Date, that constitutes a
     Prepayment Event or an Event of Default or would constitute an
     Event of Default or a Prepayment Event with notice or lapse of
     time or both.

                           ARTICLE IV
                 REPRESENTATIONS AND WARRANTIES

     SECTION 4.01.  Representations and Warranties of the Borrower.

     The Borrower represents and warrants as follows:

     (a)   The  Borrower is a corporation duly organized, validly
existing  and in good standing under the laws of the jurisdiction
of  its incorporation and is duly qualified to do business  as  a
foreign  corporation in each jurisdiction in which the nature  of
the  business conducted or the property owned, operated or leased
by  it  requires such qualification, except where failure  to  so
qualify  would  not  materially adversely  affect  its  condition
(financial  or  otherwise), operations, business, properties,  or
prospects.

     (b)  The execution, delivery and performance by the Borrower of
this Agreement are within the Borrower's corporate powers, have
been duly authorized by all necessary corporate action, and do
not contravene (i) the Borrower's charter or by laws, (ii) law
applicable to the Borrower or its properties or (iii) any
contractual or legal restriction binding on or affecting the
Borrower or its properties.

     (c)  No authorization or approval or other action by, and no
notice to or filing with, any governmental authority or
regulatory body is required for the due execution, delivery and
performance by the Borrower of this Agreement, except for the
following (each of which has been duly filed or obtained, and is
final and in full force and effect):  (i) the filing of the
Declaration on Form U-1 and amendments and exhibits thereto in
File No. 70-9749 and (ii) the SEC Order.

     (d)  This Agreement is the legal, valid and binding obligation of
the Borrower enforceable against the Borrower in accordance with
its terms, subject, however, to any applicable bankruptcy,
reorganization, rearrangement, moratorium or similar laws
affecting generally the enforcement of creditors' rights and
remedies and to general principles of equity (regardless of
whether enforceability is considered in a proceeding in equity or
at law).

     (e)  The consolidated financial statements of the Borrower and
its subsidiaries as of December 31, 2000 and for the year ended
on such date, as set forth in the Borrower's Annual Report on
Form 10-K for the fiscal year ended on such date, as filed with
the SEC, accompanied by an opinion of PricewaterhouseCoopers LLP,
and the consolidated financial statements of the Borrower and its
subsidiaries as of March 31, 2001, and for the three-month period
ended on such date set forth in the Borrower's Quarterly Report
on Form 10-Q for the fiscal quarter ended on such date, as filed
with the SEC, copies of each of which have been furnished to each
Bank, fairly present (subject, in the case of such statements
dated March 31, 2001, to year-end adjustments) the consolidated
financial condition of the Borrower and its subsidiaries as at
such dates and the consolidated results of the operations of the
Borrower and its subsidiaries for the periods ended on such
dates, in accordance with generally accepted accounting
principles consistently applied.  Except as disclosed in the
Borrower's Quarterly Report on Form 10-Q for the fiscal period
ended March 31, 2001, since December 31, 2000, there has been no
material adverse change in the financial condition or operations
of the Borrower.

     (f)  Except as disclosed in the Borrower's Annual Report on
Form 10-K for the fiscal year ended December 31, 2000, and the
Borrower's Quarterly Report on Form 10-Q for the period ended
March 31, 2001, there is no pending or threatened action or
proceeding affecting the Borrower or any of its subsidiaries
before any court, governmental agency or arbitrator that, if
determined adversely, could reasonably be expected to have a
material adverse effect upon the condition (financial or
otherwise), operations, business, properties or prospects of the
Borrower or on its ability to perform its obligations under this
Agreement, or that purports to affect the legality, validity,
binding effect or enforceability of this Agreement.  There has
been no change in any matter disclosed in such filings that could
reasonably be expected to result in such a material adverse
effect.

     (g)  No event has occurred and is continuing that constitutes a
Prepayment Event or an Event of Default or that would constitute
an Event of Default or a Prepayment Event but for the requirement
that notice be given or time elapse or both.

     (h)  The Borrower is not engaged in the business of extending
credit for the purpose of purchasing or carrying margin stock
(within the meaning of Regulation U issued by the Board of
Governors of the Federal Reserve System), and not more than 25%
of the value of the assets of the Borrower and its subsidiaries
subject to the restrictions of Section 5.02(a), (c) or (d) is, on
the date hereof, represented by margin stock (within the meaning
of Regulation U issued by the Board of Governors of the Federal
Reserve System).

     (i)  The Borrower is not an "investment company" or a company
"controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended, or an "investment
advisor" within the meaning of the Investment Company Act of
1940, as amended.  The Borrower is a "holding company" as that
term is defined in, and is registered under, the Public Utility
Holding Company Act of 1935.

     (j)  No ERISA Termination Event has occurred, or is reasonably
expected to occur, with respect to any ERISA Plan that may
materially and adversely affect the condition (financial or
otherwise), operations, business, properties or prospects of the
Borrower and its subsidiaries, taken as a whole.

     (k)  Schedule B (Actuarial Information) to the most recent annual
report (Form 5500 Series) with respect to each ERISA Plan, copies
of which have been filed with the Internal Revenue Service and
furnished to the Banks, is complete and accurate and fairly
presents the funding status of such ERISA Plan, and since the
date of such Schedule B there has been no material adverse change
in such funding status.

     (l)  The Borrower has not incurred, and does not reasonably
expect to incur, any withdrawal liability under ERISA to any
Multiemployer Plan.

                            ARTICLE V
                    COVENANTS OF THE BORROWER

     SECTION 5.01.  Affirmative Covenants.

     So  long  as  any  amount payable by the Borrower  hereunder
shall  remain  unpaid  or any Lender shall  have  any  Commitment
hereunder,  the Borrower will, unless the Majority Lenders  shall
otherwise consent in writing:

     (a)  Keep Books; Corporate Existence; Maintenance of Properties;
Compliance with Laws; Insurance; Taxes; Inspection Rights.

          (i)  keep proper books of record and account, all in accordance
     with generally accepted accounting principles;

          (ii) except as otherwise permitted by Section 5.02(c), preserve
     and keep in full force and effect its existence and preserve and
     keep in full force and effect its licenses, rights and franchises
     to the extent necessary to carry on its business;

          (iii) maintain and keep, or cause to be maintained and kept,
     its properties in good repair, working order and condition, and
     from time to time make or cause to be made all needful and proper
     repairs, renewals, replacements and improvements, in each case to
     the extent such properties are not obsolete and not necessary to
     carry on its business;

          (iv) comply in all material respects with all applicable laws,
     rules, regulations and orders, such compliance to include,
     without limitation, paying before the same become delinquent all
     taxes, assessments and governmental charges imposed upon it or
     its property, except to the extent being contested in good faith
     by appropriate proceedings, and compliance with ERISA and
     Environmental Laws;

          (v)  maintain insurance with responsible and reputable insurance
     companies or associations or through its own program of self-
     insurance in such amounts and covering such risks as is usually
     carried by companies engaged in similar businesses and owning
     similar properties in the same general areas in which it operates
     and furnish to the Administrative Agent, within a reasonable time
     after written request therefor, such information as to the
     insurance carried as any Lender, through the Administrative
     Agent, may reasonably request;

          (vi) pay and discharge its obligations and liabilities in the
     ordinary course of business, except to the extent that such
     obligations and liabilities are being contested in good faith by
     appropriate proceedings; and

          (vii) from time to time upon reasonable notice, permit or
     arrange for the Administrative Agent, the Lenders and their
     respective agents and representatives to inspect the records and
     books of account of the Borrower and its subsidiaries during
     regular business hours.

     (b)  Use of Proceeds.  The Borrower may use the proceeds of the
Borrowings   for   only  (i)  general  corporate   purposes   and
(ii)  subject  to  the terms and conditions  of  this  Agreement,
repurchases of common stock of the Borrower and/or investments in
nonregulated and/or nonutility businesses.

     (c)  Reporting Requirements.  Furnish to the Lenders:

          (i)  as soon as available and in any event within 60 days after
     the end of each of the first three quarters of each fiscal year
     of the Borrower, (A) consolidated balance sheets of the Borrower
     and  its subsidiaries as of the end of such quarter and  (B)
     consolidated statements of income and retained earnings of the
     Borrower and its subsidiaries for the period commencing at the
     end of the previous fiscal year and ending with the end of such
     quarter, each certified by a duly authorized officer of  the
     Borrower as having been prepared in accordance with generally
     accepted accounting principles, consistently applied;

          (ii) as soon as available and in any event within 120 days after
     the end of each fiscal year of the Borrower, a copy of the annual
     report for such year for the Borrower and its subsidiaries,
     containing consolidated financial statements for such year
     certified without qualification by PricewaterhouseCoopers LLP (or
     such other nationally recognized public accounting firm as the
     Administrative Agent may approve), and certified by a duly
     authorized officer of the Borrower as having been prepared in
     accordance with generally accepted accounting principles,
     consistently applied;

          (iii) as soon as available and in any event within 60 days
     after the end of each of the first three quarters of each fiscal
     year of the Borrower and within 120 days after the end of the
     fiscal year of the Borrower, a certificate of a duly authorized
     officer of the Borrower, stating that no Prepayment Event or
     Event of Default has occurred and is continuing, or if a
     Prepayment Event or Event of Default has occurred and is
     continuing, a statement setting forth details of such Prepayment
     Event or Event of Default, as the case may be, and the action
     that the Borrower has taken and proposes to take with respect
     thereto;

          (iv) as soon as possible and in any event within five days after
     the Borrower has knowledge of the occurrence of each Prepayment
     Event, Event of Default and each event that, with the giving of
     notice or lapse of time or both, would constitute an Event of
     Default, continuing on the date of such statement, a statement of
     the duly authorized officer of the Borrower setting forth details
     of such Prepayment Event, Event of Default or event, as the case
     may be, and the actions that the Borrower has taken and proposes
     to take with respect thereto;

          (v)  as soon as possible and in any event within five days after
     the Borrower receives notice of the commencement of any
     litigation against, or any arbitration, administrative,
     governmental or regulatory proceeding involving, the Borrower or
     any of its subsidiaries, that, if adversely determined, could
     reasonably be expected to have a material adverse effect on the
     condition (financial or otherwise), operations, business,
     properties or prospects of the Borrower, notice of such
     litigation describing in reasonable detail the facts and
     circumstances concerning such litigation and the Borrower's or
     such subsidiary's proposed actions in connection therewith;

          (vi) promptly after the sending or filing thereof, copies of all
     reports that the Borrower sends to any of its securities holders,
     and copies of all reports and registration statements which the
     Borrower files with the SEC or any national securities exchange
     pursuant to the Securities Act of 1933 or the Exchange Act, and
     of all certificates pursuant to Rule 24 which the Borrower files
     with the SEC pursuant to the Public Utility Holding Company Act
     of 1935 in connection with the proceeding of the SEC in File No.
     70-9749 related to the SEC Order or any subsequent proceedings
     related thereto;

          (vii) as soon as possible and in any event (A) within 30 days
     after the Borrower knows or has reason to know that any ERISA
     Termination Event described in clause (i) of the definition of
     ERISA Termination Event with respect to any ERISA Plan has
     occurred and (B) within 10 days after the Borrower knows or has
     reason to know that any other ERISA Termination Event with
     respect to any ERISA Plan has occurred, a statement of the chief
     financial officer of the Borrower describing such ERISA
     Termination Event and the action, if any, that the Borrower
     proposes to take with respect thereto;

          (viii)    promptly and in any event within two Business Days
     after receipt thereof by the Borrower from the PBGC, copies of
     each notice received by the Borrower of the PBGC's intention to
     terminate any ERISA Plan or to have a trustee appointed to
     administer any ERISA Plan;

          (ix) promptly and in any event within 30 days after the filing
     thereof with the Internal Revenue Service, copies of each
     Schedule B (Actuarial Information) to the annual report (Form
     5500 Series) with respect to each ERISA Plan;

          (x)  promptly and in any event within five Business Days after
     receipt thereof by the Borrower from a Multiemployer Plan
     sponsor, a copy of each notice received by the Borrower
     concerning the imposition of withdrawal liability pursuant to
     Section 4202 of ERISA;

          (xi) promptly and in any event within five Business Days after
     Moody's or S&P has changed any Senior Debt Rating of any
     Significant Subsidiary, notice of such change; and

          (xii) such other information respecting the condition or
     operations, financial or otherwise, of the Borrower or any of its
     subsidiaries as any Lender through the Administrative Agent may
     from time to time reasonably request.

     SECTION 5.02.  Negative Covenants.

     So  long  as  any  amount payable by the Borrower  hereunder
shall  remain  unpaid  or any Lender shall  have  any  Commitment
hereunder, the Borrower will not, without the written consent  of
the Majority Lenders:

     (a)  Liens, Etc.  Create or suffer to exist any Lien upon or with
respect  to any of its properties (including, without limitation,
any  shares  of  any  class of equity  security  of  any  of  its
Significant Subsidiaries or of Entergy New Orleans), in each case
to  secure  or  provide  for the payment  of  Debt,  other  than:
(i)  Liens in existence on the date of this Agreement; (ii) Liens
for  taxes, assessments or governmental charges or levies to  the
extent  not past due, or which are being contested in good  faith
in appropriate proceedings diligently conducted and for which the
Borrower  has provided adequate reserves for the payment  thereof
in  accordance  with  generally accepted  accounting  principles;
(iii)  pledges or deposits in the ordinary course of business  to
secure  obligations under worker's compensation laws  or  similar
legislation;  (iv)  other  pledges or deposits  in  the  ordinary
course of business (other than for borrowed monies) that, in  the
aggregate,  are not material to the Borrower; (v) purchase  money
mortgages  or  other  liens or purchase money security  interests
upon  or in any property acquired or held by the Borrower in  the
ordinary course of business to secure the purchase price of  such
property  or  to  secure  indebtedness incurred  solely  for  the
purpose of financing the acquisition of such property; (vi) Liens
imposed  by  law  such  as materialmen's, mechanics',  carriers',
workers' and repairmen's Liens and other similar Liens arising in
the ordinary course of business for sums not yet due or currently
being   contested  in  good  faith  by  appropriate   proceedings
diligently conducted; (vii) attachment, judgment or other similar
Liens arising in connection with court proceedings, provided that
such Liens, in the aggregate, shall not exceed $50,000,000 at any
one  time  outstanding, (viii) other Liens not otherwise referred
to  in  the  foregoing clauses (i) through (vii) above,  provided
that  such Liens, in the aggregate, shall not exceed $100,000,000
at  any  one time and (ix) Liens created for the sole purpose  of
extending, renewing or replacing in whole or in part Debt secured
by  any  Lien referred in the foregoing clauses (i) through  (vi)
above, provided that the principal amount of indebtedness secured
thereby shall not exceed the principal amount of indebtedness  so
secured at the time of such extension, renewal or replacement and
that such extension, renewal or replacement, as the case may  be,
shall  be  limited to all or a part of the property or Debt  that
secured  the  Lien  so  extended, renewed or  replaced  (and  any
improvements on such property); provided, further, that  no  Lien
permitted under the foregoing clauses (i) through (ix)  shall  be
placed  upon  any shares of any class of equity security  of  any
Significant  Subsidiary  or of Entergy  New  Orleans  unless  the
obligations  of  the  Borrower  to  the  Lenders  hereunder   are
simultaneously  and  ratably secured by  such  Lien  pursuant  to
documentation satisfactory to the Lenders.

     (b)  Limitation on Debt.   Permit the total principal amount of
all Debt of the Borrower and its subsidiaries, determined on a
consolidated basis and without duplication of liability therefor,
at any time to exceed 65% of Capitalization determined as of the
last day of the most recently ended fiscal quarter of the
Borrower; provided, however, that for purposes of this Section
5.02(b) "Debt" and "Capitalization" shall not include (i) Junior
Subordinated Debentures issued to a subsidiary trust which has
issued preferred securities that are included in the calculation
of "Capitalization" and (ii) any Debt of any subsidiary of the
Borrower that is Non-Recourse Debt.

     (c)  Mergers, Etc.  Merge with or into or consolidate with or
into  any other Person, except that the Borrower may merge with
any other Person, provided that, immediately after giving effect
to any such merger, (i) the Borrower is the surviving corporation
or (A) the surviving corporation is organized under the laws of
one of the states of the United States of America and assumes the
Borrower's obligations hereunder in a manner acceptable to the
Majority Lenders, and (B) after giving effect to such merger, the
Relevant Rating shall be at least BBB- and Baa3, (ii) no event
shall have occurred and be continuing that constitutes a
Prepayment Event or an Event of Default or would constitute an
Event of Default but for the requirement that notice be given or
time elapse or both, and (iii) the Borrower shall not be liable
with respect to any Debt or allow its property to be subject to
any Lien which would not be permissible with respect to it or its
property under this Agreement on the date of such transaction.

     (d)  Disposition of Assets.  Sell, lease, transfer, convey or
otherwise dispose of (whether in one transaction or in a series
of transactions) any shares of voting common stock (or of stock
or other instruments convertible into voting common stock) of any
Significant Subsidiary or of Entergy New Orleans, or permit any
Significant Subsidiary or Entergy New Orleans to issue, sell or
otherwise dispose of any of its shares of voting common stock (or
of stock or other instruments convertible into voting common
stock), except to the Borrower or a Significant Subsidiary.

                           ARTICLE VI
                 EVENTS OF DEFAULT AND REMEDIES

     SECTION 6.01.  Events of Default.

     Each  of the following events shall constitute an "Event  of
Default" hereunder:

     (a)  The Borrower shall fail to pay any principal of any Advance
when  the  same  becomes due and payable, or shall  fail  to  pay
interest thereon or any other amount payable under this Agreement
within  three  Business  Days after  the  same  becomes  due  and
payable; or

     (b)  Any representation or warranty made by the Borrower herein
or by the Borrower (or any of its officers) in connection with
this Agreement shall prove to have been incorrect or misleading
in any material respect when made; or

     (c)  The Borrower shall fail to perform or observe (i) any term,
covenant or agreement contained in Section 5.01(b) or 5.02 or
(ii) any other term, covenant or agreement contained in this
Agreement on its part to be performed or observed if the failure
to perform or observe such other term, covenant or agreement
shall remain unremedied for 30 days after written notice thereof
shall have been given to the Borrower by the Administrative Agent
or any Lender; or

     (d)  The Borrower shall fail to pay any principal of or premium
or interest on any Debt of the Borrower that is outstanding in a
principal amount in excess of $50,000,000 in the aggregate (but
excluding Debt hereunder) when the same becomes due and payable
(whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise), and such failure shall
continue after the applicable grace period, if any, specified in
the agreement or instrument relating to such Debt; or

     (e)  The Borrower, any Significant Subsidiary or Entergy New
Orleans shall generally not pay its debts as such debts become
due, or shall admit in writing its inability to pay its debts
generally, or shall make a general assignment for the benefit of
creditors; or any proceeding shall be instituted by or against
the Borrower, any Significant Subsidiary or Entergy New Orleans
seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any
law relating to bankruptcy, insolvency or reorganization or
relief of debtors, or seeking the entry of an order for relief or
the appointment of a receiver, trustee, custodian or other
similar official for it or for any substantial part of its
property and, in the case of any such proceeding instituted
against it (but not instituted by it), either such proceeding
shall remain undismissed or unstayed for a period of 30 days, or
any of the actions sought in such proceeding (including, without
limitation, the entry of an order for relief against, or the
appointment of a receiver, trustee, custodian or other similar
official for, it or for any substantial part of its property)
shall occur; or the Borrower, any Significant Subsidiary or
Entergy New Orleans shall take any corporate action to authorize
or to consent to any of the actions set forth above in this
subsection (e); or

     (f)  Any judgment or order for the payment of money in excess of
$25,000,000 shall be rendered against the Borrower and either
(i) enforcement proceedings shall have been commenced by any
creditor upon such judgment or order or (ii) there shall be any
period of 10 consecutive Business Days during which a stay of
enforcement of such judgment or order, by reason of a pending
appeal or otherwise, shall not be in effect; or

     (g)  (i) An ERISA Plan of the Borrower or any ERISA Affiliate of
the Borrower shall fail to maintain the minimum funding standards
required by Section 412 of the Internal Revenue Code of 1986 for
any plan year or a waiver of such standard is sought or granted
under Section 412(d) of the Internal Revenue Code of 1986, or
(ii) an ERISA Plan of the Borrower or any ERISA Affiliate of the
Borrower is, shall have been or will be terminated or the subject
of termination proceedings under ERISA, or (iii) the Borrower or
any ERISA Affiliate of the Borrower has incurred or will incur a
liability to or on account of an ERISA Plan under Section 4062,
4063 or 4064 of ERISA and there shall result from such event
either a liability or a material risk of incurring a liability to
the PBGC or an ERISA Plan, or (iv) any ERISA Termination Event
with respect to an ERISA Plan of the Borrower or any ERISA
Affiliate of the Borrower shall have occurred, and in the case of
any event described in clauses (i) through (iv), (A) such event
(if correctable) shall not have been corrected and (B) the then-
present value of such ERISA Plan's vested benefits exceeds the
then-current value of assets accumulated in such ERISA Plan by
more than the amount of $25,000,000 (or in the case of an ERISA
Termination Event involving the withdrawal of a "substantial
employer" (as defined in Section 4001(a)(2) of ERISA), the
withdrawing employer's proportionate share of such excess shall
exceed such amount).

     SECTION 6.02.  Remedies.

     If  any Prepayment Event or Event of Default shall occur and
be  continuing,  then, and in any such event, the  Administrative
Agent  (i) shall at the request, or may with the consent, of  the
Majority  Lenders,  by  notice  to  the  Borrower,  declare   the
obligation  of  each Lender to make Advances  to  be  terminated,
whereupon the same shall forthwith terminate, and (ii)  shall  at
the request, or may with the consent, of the Majority Lenders, by
notice  to  the  Borrower,  declare the  Advances,  all  interest
thereon and all other amounts payable under this Agreement to  be
forthwith  due  and  payable, whereupon the  Advances,  all  such
interest  and all such amounts shall become and be forthwith  due
and  payable,  without presentment, demand,  protest  or  further
notice  of any kind, all of which are hereby expressly waived  by
the  Borrower; provided, however, that in the event of an  actual
or  deemed  entry  of  an order for relief with  respect  to  the
Borrower, any Significant Subsidiary or Entergy New Orleans under
the Federal Bankruptcy Code, (A) the obligation of each Lender to
make  Advances  shall  automatically be terminated  and  (B)  the
Advances,   all   such  interest  and  all  such  amounts   shall
automatically become and be due and payable, without presentment,
demand,  protest  or any notice of any kind,  all  of  which  are
hereby expressly waived by the Borrower.

                           ARTICLE VII
                            THE AGENT

     SECTION 7.01.  Authorization and Action.

     Each    Lender   hereby   appoints   and   authorizes    the
Administrative Agent to take such action as agent on  its  behalf
and to exercise such powers under this Agreement as are delegated
to  the  Administrative Agent by the terms hereof, together  with
such  powers  as are reasonably incidental thereto.   As  to  any
matters  not expressly provided for by this Agreement (including,
without  limitation, enforcement or collection of the  Advances),
the  Administrative Agent shall not be required to  exercise  any
discretion or take any action, but shall be required to act or to
refrain from acting (and shall be fully protected in so acting or
refraining  from  acting) upon the instructions of  the  Majority
Lenders, and such instructions shall be binding upon all Lenders;
provided,  however, that the Administrative Agent  shall  not  be
required  to  take  any action which exposes  the  Administrative
Agent  to  personal  liability  or  which  is  contrary  to  this
Agreement or applicable law.  The Administrative Agent agrees  to
give  to each Lender prompt notice of each notice given to it  by
the Borrower pursuant to the terms of this Agreement.

     SECTION 7.02.  Administrative Agent's Reliance, Etc.

     Neither  the Administrative Agent nor any of its  directors,
officers,  agents  or employees shall be liable  for  any  action
taken or omitted to be taken by it or them under or in connection
with this Agreement, except for its or their own gross negligence
or  willful  misconduct. Without limitation of the generality  of
the  foregoing, the Administrative Agent:  (i) may  consult  with
legal  counsel (including counsel for the Borrower),  independent
public accountants and other experts selected by it and shall not
be  liable  for any action taken or omitted to be taken  in  good
faith  by  it  in  accordance with the advice  of  such  counsel,
accountants  or experts; (ii) makes no warranty or representation
to  any Lender and shall not be responsible to any Lender for any
statements,  warranties or representations  (whether  written  or
oral)  made in or in connection with this Agreement; (iii)  shall
not  have  any  duty  to  ascertain  or  to  inquire  as  to  the
performance  or  observance of any of  the  terms,  covenants  or
conditions  of this Agreement on the part of the Borrower  or  to
inspect  the  property (including the books and records)  of  the
Borrower; (iv) shall not be responsible to any Lender for the due
execution,   legality,  validity,  enforceability,   genuineness,
sufficiency  or  value of, or the perfection or priority  of  any
lien  or  security interest created or purported  to  be  created
under  or  in  connection  with,  this  Agreement  or  any  other
instrument or document furnished pursuant hereto; and  (v)  shall
incur  no  liability  under or in respect of  this  Agreement  by
acting  upon any notice, consent, certificate or other instrument
or writing (which may be by telecopier, telegram, cable or telex)
believed  by  it to be genuine and signed or sent by  the  proper
party or parties.

     SECTION 7.03.  Citibank and Affiliates.

     With respect to its Commitment and the Advances made by  it,
Citibank  shall  have  the  same rights  and  powers  under  this
Agreement as any other Lender and may exercise the same as though
it  were  not the Administrative Agent; and the term "Lender"  or
"Lenders"  shall,  unless otherwise expressly indicated,  include
Citibank in its individual capacity.  Citibank and its affiliates
may  accept  deposits from, lend money to, act as  trustee  under
indentures of, and generally engage in any kind of business with,
the  Borrower, any of its subsidiaries and any Person who may  do
business  with  or  own securities of the Borrower  or  any  such
subsidiary, all as if Citibank were not the Administrative  Agent
and without any duty to account therefor to the Lenders.

     SECTION 7.04.  Lender Credit Decision.

     Each  Lender  acknowledges that it  has,  independently  and
without  reliance  upon the Administrative  Agent  or  any  other
Lender  and  based  on the financial statements  referred  to  in
Section  4.01(e) and such other documents and information  as  it
has deemed appropriate, made its own credit analysis and decision
to enter into this Agreement.  Each Lender also acknowledges that
it   will,   independently   and  without   reliance   upon   the
Administrative  Agent  or  any other Lender  and  based  on  such
documents  and  information as it shall deem appropriate  at  the
time, continue to make its own credit decisions in taking or  not
taking action under this Agreement.

     SECTION 7.05.  Indemnification.

     The  Lenders agree to indemnify the Administrative Agent (to
the extent not reimbursed by the Borrower), ratably according  to
the respective principal amounts of the Advances then outstanding
to  each  of them (or if no Advances are at the time outstanding,
ratably   according   to   the  respective   amounts   of   their
Commitments),   from  and  against  any  and   all   liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,
suits,  costs,  expenses or disbursements of any kind  or  nature
whatsoever  which  may be imposed on, incurred  by,  or  asserted
against  the  Administrative Agent in  any  way  relating  to  or
arising  out of this Agreement or any action taken or omitted  by
the  Administrative Agent under this Agreement, provided that  no
Lender  shall  be  liable for any portion  of  such  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,
suits,  costs,  expenses  or  disbursements  resulting  from  the
Administrative  Agent's gross negligence or  willful  misconduct.
Without  limitation  of  the foregoing,  each  Lender  agrees  to
reimburse the Administrative Agent promptly upon demand  for  its
ratable share of any out-of-pocket expenses (including reasonable
counsel  fees) incurred by the Administrative Agent in connection
with   the   preparation,  execution,  delivery,  administration,
modification,   amendment   or   enforcement   (whether   through
negotiations, legal proceedings or otherwise) of, or legal advice
in  respect  of rights or responsibilities under, this Agreement,
to the extent that such expenses are reimbursable by the Borrower
but  for which the Administrative Agent is not reimbursed by  the
Borrower.

     SECTION 7.06.  Successor Administrative Agent.

     The  Administrative Agent may resign at any time  by  giving
written notice thereof to the Lenders and the Borrower and may be
removed  at  any  time  with or without  cause  by  the  Majority
Lenders.   Upon  any  such resignation or removal,  the  Majority
Lenders   shall   have   the  right  to   appoint   a   successor
Administrative  Agent, which, for so long as no Prepayment  Event
or  Event of Default has occurred and is continuing, shall  be  a
Lender  and shall be approved by the Borrower (with such approval
not  to  be  unreasonably withheld or delayed).  If no  successor
Administrative Agent shall have been so appointed by the Majority
Lenders  and  approved by the Borrower, and shall  have  accepted
such   appointment,   within   30   days   after   the   retiring
Administrative  Agent's giving of notice of  resignation  or  the
Majority  Lenders' removal of the retiring Administrative  Agent,
then  the  retiring Administrative Agent may, on  behalf  of  the
Lenders, appoint a successor Administrative Agent, which shall be
a  commercial bank organized under the laws of the United  States
or  of  any other country that is a member of the OECD  having  a
combined  capital and surplus of at least $50,000,000.  Upon  the
acceptance  of any appointment as Administrative Agent  hereunder
by    a    successor   Administrative   Agent,   such   successor
Administrative Agent shall thereupon succeed to and become vested
with  all  the  rights,  powers, privileges  and  duties  of  the
retiring  Administrative  Agent, and the retiring  Administrative
Agent  shall be discharged from its duties and obligations  under
this   Agreement.   After  any  retiring  Administrative  Agent's
resignation  or  removal hereunder as Administrative  Agent,  the
provisions of this Article VII shall inure to its benefit  as  to
any  actions  taken or omitted to be taken by  it  while  it  was
Administrative  Agent under this Agreement.  Notwithstanding  the
foregoing,  if  no Prepayment Event or Event of Default,  and  no
event  that with the giving of notice or the passage of time,  or
both,  would constitute an Prepayment Event or Event of  Default,
shall   have  occurred  and  be  continuing,  then  no  successor
Administrative Agent shall be appointed under this  Section  7.06
without  the prior written consent of the Borrower, which consent
shall not be unreasonably withheld or delayed.


                          ARTICLE VIII
                          MISCELLANEOUS

     SECTION 8.01.  Amendments, Etc.

     No  amendment or waiver of any provision of this  Agreement,
nor consent to any departure by the Borrower therefrom, shall  in
any  event  be effective unless the same shall be in writing  and
signed  by the Majority Lenders, and then such waiver or  consent
shall  be  effective only in the specific instance  and  for  the
specific  purpose  for which given; provided,  however,  that  no
amendment, waiver or consent shall, unless in writing and  signed
by all the Lenders (other than any Lender that is the Borrower or
an   Affiliate  of  the  Borrower),  do  any  of  the  following:
(a)  waive any of the conditions specified in Section 3.01,  3.02
or  3.03, (b) increase the Commitments of the Lenders (other than
pursuant  to  Section  2.04(c)) or subject  the  Lenders  to  any
additional obligations, (c) reduce the principal of, or  interest
on,  the Advances or any fees or other amounts payable hereunder,
(d) other than pursuant to Section 2.16 hereof, postpone any date
fixed  for  any  payment of principal of,  or  interest  on,  the
Advances   or  any  fees  or  other  amounts  payable  hereunder,
(e)  other  than  pursuant  to Section 2.04(b)  or  Section  2.16
hereof,  change  the  percentage of the  Commitments  or  of  the
aggregate unpaid principal amount of the Advances, or the  number
of  Lenders that shall be required for the Lenders or any of them
to  take  any action hereunder or (f) amend this Section 8.01  or
Section 2.16; and provided further, that no amendment, waiver  or
consent shall, unless in writing and signed by the Administrative
Agent  in  addition to the Lenders required above  to  take  such
action,  affect the rights or duties of the Administrative  Agent
under  this Agreement, and provided further, that this  Agreement
may be amended and restated without the consent of any Lender  or
the Administrative Agent if, upon giving effect to such amendment
and  restatement, such Lender or the Administrative Agent, as the
case may be, shall no longer be a party to this Agreement (as  so
amended  and restated) or have any Commitment or other obligation
hereunder  and  shall have been paid in full all amounts  payable
hereunder to such Lender or the Administrative Agent, as the case
may be.

     SECTION 8.02.  Notices, Etc.

     All  notices and other communications provided for hereunder
shall be in writing (including telecopier, telegraphic, telex  or
cable   communication)   and  mailed,  telecopied,   telegraphed,
telexed, cabled or delivered, if to the Borrower, at its  address
at   639   Loyola  Avenue,  New  Orleans,  LA  70113,  Attention:
Treasurer;  if  to  any  Bank,  at its  Domestic  Lending  Office
specified opposite its name on Schedule I hereto; if to any other
Lender,  at  its  Domestic  Lending  Office  specified   in   the
Assignment and Acceptance pursuant to which it became  a  Lender;
and  if  to  the  Administrative Agent, at  its  address  at  Two
Pennsway, Suite 200, New Castle, Delaware 19720, Attention:  Bank
Loan   Syndications,  John  Williams  (Telephone:   302-894-6013,
Telecopier:  302-894-6120); or, as to each party, at  such  other
address as shall be designated by such party in a written  notice
to the other parties.  All such notices and communications shall,
when  mailed,  telecopied, telegraphed,  telexed  or  cabled,  be
effective  when deposited in the mails, telecopied, delivered  to
the telegraph company, confirmed by telex answerback or delivered
to  the  cable  company, respectively, except  that  notices  and
communications to the Administrative Agent pursuant to Article II
or   VII   shall   not  be  effective  until  received   by   the
Administrative  Agent.  Except as otherwise provided  in  Section
5.01(c),  notices and other communications given by the  Borrower
to the Administrative Agent shall be deemed given to the Lenders.

     SECTION 8.03.  No Waiver; Remedies.

     No  failure  on the part of any Lender or the Administrative
Agent  to  exercise,  and  no  delay  in  exercising,  any  right
hereunder shall operate as a waiver thereof; nor shall any single
or  partial  exercise  of any such right preclude  any  other  or
further exercise thereof or the exercise of any other right.  The
remedies herein provided are cumulative and not exclusive of  any
remedies provided by law.

     SECTION 8.04.  Costs and Expenses; Indemnification.

     (a)  The Borrower agrees to pay on demand all costs and expenses
incurred  by  the  Administrative Agent in  connection  with  the
preparation,  execution,  delivery,  syndication  administration,
modification  and  amendment  of this  Agreement  and  the  other
documents   to   be   delivered  hereunder,  including,   without
limitation,  the  reasonable fees and out-of-pocket  expenses  of
counsel  for  the Administrative Agent with respect  thereto  and
with  respect  to  advising the Administrative Agent  as  to  its
rights  and responsibilities under this Agreement.  Any  invoices
to the Borrower with respect to the aforementioned expenses shall
describe  such  costs  and expenses in  reasonable  detail.   The
Borrower  further agrees to pay on demand all costs and expenses,
if  any (including, without limitation, counsel fees and expenses
of  outside  counsel and of internal counsel),  incurred  by  the
Administrative  Agent  and the Lenders  in  connection  with  the
enforcement  (whether through negotiations, legal proceedings  or
otherwise)  of, and the protection of the rights of  the  Lenders
under,  this  Agreement and the other documents to  be  delivered
hereunder, including, without limitation, reasonable counsel fees
and  expenses in connection with the enforcement of rights  under
this Section 8.04(a).

     (b)  If any payment of principal of, or Conversion of, any
Eurodollar Rate Advance is made other than on the last day of the
Interest Period for such Advance, as a result of a payment or
Conversion pursuant to Section 2.08(d), 2.09 or 2.12,
acceleration of the maturity of the Advances pursuant to Section
6.02, assignment to another Lender upon demand of the Borrower
pursuant to Section 8.07(i) or (j) or for any other reason, the
Borrower shall, upon demand by any Lender (with a copy of such
demand to the Administrative Agent), pay to the Administrative
Agent for the account of such Lender any amounts required to
compensate such Lender for any additional losses, costs or
expenses which it may reasonably incur as a result of such
payment or Conversion, including, without limitation, any loss
(including loss of anticipated profits upon such Lender's
representation to the Borrower that it has made reasonable
efforts to mitigate such loss), cost or expense incurred by
reason of the liquidation or reemployment of deposits or other
funds acquired by any Lender to fund or maintain such Advance.
Any Lender making a demand pursuant to this Section 8.04(b) shall
provide the Borrower with a written certification of the amounts
required to be paid to such Lender, showing in reasonable detail
the basis for the Lender's determination of such amounts;
provided, however, that no Lender shall be required to disclose
any confidential or proprietary information in any certification
provided pursuant hereto, and the failure of any Lender to
provide such certification shall not affect the obligations of
the Borrower hereunder.

     (c)  The Borrower hereby agrees to indemnify and hold each
Lender, the Administrative Agent and their respective Affiliates
and their respective officers, directors, employees and
professional advisors (each, an "Indemnified Person") harmless
from and against any and all claims, damages, losses,
liabilities, costs or expenses (including reasonable attorney's
fees and expenses, whether or not such Indemnified Person is
named as a party to any proceeding or is otherwise subjected to
judicial or legal process arising from any such proceeding) that
any of them may incur or which may be claimed against any of them
by any person or entity by reason of or in connection with the
execution, delivery or performance of this Agreement or any
transaction contemplated thereby, or the use by the Borrower or
any of its subsidiaries of the proceeds of any Advance, except
that no Indemnified Person shall be entitled to any
indemnification hereunder to the extent that such claims,
damages, losses, liabilities, costs or expenses are finally
determined by a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of such
Indemnified Person.  The Borrower's obligations under this
Section 8.04(c) shall survive the repayment of all amounts owing
to the Lenders and the Administrative Agent under this Agreement
and the termination of the Commitments.  If and to the extent
that the obligations of the Borrower under this Section 8.04(c)
are unenforceable for any reason, the Borrower agrees to make the
maximum contribution to the payment and satisfaction thereof
which is permissible under applicable law.

     SECTION 8.05.  Right of Set-off.

     Upon  (i) the occurrence and during the continuance  of  any
Event  of Default or Prepayment Event and (ii) the making of  the
request or the granting of the consent specified by Section  6.02
to authorize the Administrative Agent to declare the Advances due
and  payable  pursuant to the provisions of  Section  6.02,  each
Lender is hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional  or
final) at any time held and other indebtedness at any time  owing
by  such  Lender  to  or for the credit or  the  account  of  the
Borrower  against any and all of the obligations of the  Borrower
now  or  hereafter existing under this Agreement, whether or  not
such  Lender shall have made any demand under this Agreement  and
although  such obligations may be unmatured.  Each Lender  agrees
promptly  to  notify  the Borrower after  any  such  set-off  and
application  made by such Lender, provided that  the  failure  to
give  such  notice shall not affect the validity of such  set-off
and  application.  The rights of each Lender under  this  Section
8.05  are  in  addition to other rights and remedies  (including,
without  limitation, other rights of set-off) which  such  Lender
may have.

     SECTION 8.06.  Binding Effect.

     This  Agreement shall become effective when  it  shall  have
been executed by the Borrower, the Lenders and the Administrative
Agent  and  thereafter shall be binding upon  and  inure  to  the
benefit of the Borrower, the Administrative Agent and each Lender
and  their  respective successors and assigns,  except  that  the
Borrower  shall not have the right to assign its rights hereunder
or  any interest herein without the prior written consent of  the
Lenders.

     SECTION 8.07.  Assignments and Participations.

     (a)   Each  Lender may assign to one or more banks or  other
entities  all  or  a portion of its rights and obligations  under
this  Agreement (including, without limitation, all or a  portion
of  its  Commitment  and  the Advances owing  to  it);  provided,
however, that (i) the Borrower (unless a Prepayment Event  or  an
Event  of Default shall have occurred and be continuing) and  the
Administrative  Agent  shall have consented  to  such  assignment
(with  each  such  consent  not to be  unreasonably  withheld  or
delayed) by signing the Assignment and Acceptance referred to  in
clause  (iv)  below;  (ii) each such assignment  shall  be  of  a
constant,  and  not  a  varying, percentage  of  all  rights  and
obligations  under  this  Agreement;  (iii)  the  amount  of  the
Commitment  of  the assigning Lender being assigned  pursuant  to
each such assignment (determined as of the date of the Assignment
and Acceptance with respect to such assignment) shall in no event
be  less  than $10,000,000 and shall be an integral  multiple  of
$1,000,000  (or  shall  be  the total  amount  of  the  assigning
Lender's   Commitment);  and  (iv)  the  parties  to  each   such
assignment shall execute and deliver to the Administrative Agent,
for  its  acceptance and recording in the Register, an Assignment
and  Acceptance, together with any promissory notes held  by  the
assigning  Lender and a processing and recordation fee of  $3,500
(plus  an  amount  equal to out-of-pocket legal expenses  of  the
Administrative Agent, estimated by the Administrative  Agent  and
advised   to  such  parties).   Upon  such  execution,  delivery,
acceptance  and  recording, from and  after  the  effective  date
specified  in  each Assignment and Acceptance, (x)  the  assignee
thereunder shall be a party hereto and, to the extent that rights
and  obligations hereunder have been assigned to it  pursuant  to
such  Assignment and Acceptance, have the rights and  obligations
of  a  Lender  hereunder and (y) the Lender  assignor  thereunder
shall,  to the extent that rights and obligations hereunder  have
been  assigned by it pursuant to such Assignment and  Acceptance,
relinquish its rights and be released from its obligations  under
this  Agreement (and, in the case of an Assignment and Acceptance
covering  all  or the remaining portion of an assigning  Lender's
rights  and  obligations under this Agreement, such Lender  shall
cease  to  be a party hereto).  Notwithstanding anything  to  the
contrary contained in this Agreement, any Lender at any time  may
assign  all  or  any portion of its rights and obligations  under
this Agreement to any Affiliate or Approved Fund of such Lender.

     (b)  By executing and delivering an Assignment and Acceptance,
the Lender assignor thereunder and the assignee thereunder
confirm to and agree with each other and the other parties hereto
as follows:  (i) other than as provided in such Assignment and
Acceptance, such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in
connection with this Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of
this Agreement or any other instrument or document furnished
pursuant hereto; (ii) such assigning Lender makes no
representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower or the
performance or observance by the Borrower of any of its
obligations under this Agreement or any other instrument or
document furnished pursuant hereto; (iii) such assignee confirms
that it has received a copy of this Agreement, together with
copies of the financial statements referred to in Section 4.01(e)
and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter
into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon the Administrative Agent,
such assigning Lender or any other Lender and based on such
documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not
taking action under this Agreement; (v) such assignee appoints
and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers under this
Agreement as are delegated to the Administrative Agent by the
terms hereof, together with such powers as are reasonably
incidental thereto; and (vi) such assignee agrees that it will
perform in accordance with their terms all of the obligations
which by the terms of this Agreement are required to be performed
by it as a Lender.

     (c)  The Administrative Agent shall maintain at its address
referred to in Section 8.02 a copy of each Assignment and
Acceptance delivered to and accepted by it and a register for the
recordation of the names and addresses of the Lenders and the
Commitment of, and principal amount of the Advances owing to,
each Lender from time to time (the "Register").  The entries in
the Register shall be conclusive and binding for all purposes,
absent manifest error, and the Borrower, the Administrative Agent
and the Lenders may treat each Person whose name is recorded in
the Register as a Lender hereunder for all purposes of this
Agreement.  The Register shall be available for inspection by the
Borrower or any Lender at any reasonable time and from time to
time upon reasonable prior notice.

     (d)  Upon its receipt of an Assignment and Acceptance executed by
an assigning Lender and an assignee, together with any promissory
notes held by the assigning Lender, the Administrative Agent
shall, if such Assignment and Acceptance has been completed and
is in substantially the form of Exhibit B hereto, (i) accept such
Assignment and Acceptance, (ii) record the information contained
therein in the Register and (iii) give prompt notice thereof to
the Borrower.

     (e)  Each Lender may sell participations to one or more banks,
financial institutions or other entities in or to all or a
portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its
Commitment and the Advances owing to it); provided, however, that
(i) such Lender's obligations under this Agreement (including,
without limitation, its Commitment to the Borrower hereunder)
shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of
such obligations, (iii) such Lender shall remain the maker of any
such Advance for all purposes of this Agreement, and (iv) the
Borrower, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this
Agreement.

     (f)  Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to
this Section 8.07, disclose to the assignee or participant or
proposed assignee or participant, any information relating to the
Borrower furnished to such Lender by or on behalf of the
Borrower; provided that, prior to any such disclosure, the
assignee or participant or proposed assignee or participant shall
agree to preserve the confidentiality of any confidential
information relating to the Borrower received by it from such
Lender.

     (g)  If any Lender shall fail to consent to the extension of the
Termination Date pursuant to Section 2.16, then upon notification
by the Administrative Agent of such Lender's refusal pursuant to
Section 2.16(b), the Borrower may demand that such Lender assign,
prior to the last day of the then-current Revolving Period, in
accordance with this Section 8.07 to one or more assignees
designated by the Borrower and acceptable to the  Administrative
Agent all (but not less than all) of such Lender's Commitment and
the Advances owing to it.  If any such assignee designated by the
Borrower shall fail to consummate such assignment on terms
acceptable to such Lender, or if the Borrower shall fail to
designate any such assignee for all of such Lender's Commitment
or Advances, then such Lender may assign, prior to the last day
of the then-current Revolving Period, such Commitment and
Advances to any other assignee acceptable to the Administrative
Agent in accordance with this Section 8.07; it being understood
for purposes of this Section 8.07(i) that such assignment shall
be conclusively deemed to be on terms acceptable to such Lender,
and such Lender shall be compelled to consummate such assignment
to an assignee designated by the Borrower, if such assignee
(i) shall agree to such assignment in substantially the form of
Exhibit B hereto and (ii) shall offer compensation to such Lender
in an amount equal to the sum of the principal amount of all
Advances outstanding to such Lender plus all interest accrued
thereon to the date of such payment plus all other amounts
payable by the Borrower to such Lender hereunder (whether or not
then due) as of the date of such payment accrued in favor of such
Lender hereunder.

     (h)  If any Lender shall make any demand for payment under
Section 2.11 or 2.14, or if any Lender shall be the subject of
any notification or assertion of illegality under Section 2.12,
then within 30 days after any such demand (if, but only if, such
demanded payment has been made by the Borrower) or notification
or assertion, the Borrower may, with the approval of the
Administrative Agent (which approval shall not be unreasonably
withheld) and provided that no Prepayment Event, Event of Default
or event that, with the giving of notice or lapse of time or
both, would constitute an Event of Default, shall then have
occurred and be continuing, demand that such Lender assign in
accordance with this Section 8.07 to one or more assignees
designated by the Borrower and acceptable to the Administrative
Agent all (but not less than all) of such Lender's Commitment and
the Advances owing to it within the period ending on the later to
occur of such 30th day and the last day of the longest of the
then current Interest Periods for such Advances.  If any such
assignee designated by the Borrower and approved by the
Administrative Agent shall fail to consummate such assignment on
terms acceptable to such Lender, or if the Borrower shall fail to
designate any such assignees acceptable to the  Administrative
Agent for all or part of such Lender's Commitment or Advances,
then such demand by the Borrower shall become ineffective; it
being understood for purposes of this subsection (j) that such
assignment shall be conclusively deemed to be on terms acceptable
to such Lender, and such Lender shall be compelled to consummate
such assignment to an Eligible Assignee designated by the
Borrower, if such Eligible Assignee (A) shall agree to such
assignment by entering into an Assignment and Acceptance with
such Lender and (B) shall offer compensation to such Lender in an
amount equal to all amounts then owing by the Borrower to such
Lender hereunder, whether for principal, interest, fees, costs or
expenses (other than the demanded payment referred to above and
payable by the Borrower as a condition to the Borrower's right to
demand such assignment), or otherwise.  In addition, in the event
that the Borrower shall be entitled to demand the replacement of
any Lender pursuant to this subsection (j), the Borrower may, in
the case of any such Lender, with the approval of the
Administrative Agent (which approval shall not be unreasonably
withheld) and provided that no Prepayment Event, Event of Default
or event that, with the giving of notice or lapse of time or
both, would constitute an Event of Default, shall then have
occurred and be continuing, terminate all (but not less than all)
such Lender's Commitment and prepay all (but not less than all)
such Lender's Advances not so assigned, together with all
interest accrued thereon to the date of such prepayment and all
fees, costs and expenses and other amounts then owing by the
Borrower to such Lender hereunder, at any time from and after
such later occurring day in accordance with Sections 2.04 and
2.10 hereof (but without the requirement stated therein for
ratable treatment of the other Lenders), if and only if, after
giving effect to such termination and prepayment, the sum of the
aggregate principal amount of the Advances of all Lenders then
outstanding does not exceed the then remaining Commitments of the
Lenders.  Notwithstanding anything set forth above in this
subsection (j) to the contrary, the Borrower shall not be
entitled to compel the assignment by any Lender demanding payment
under Section 2.11(a) of its Commitment and Advances or terminate
and prepay the Commitment and Advances of such Lender if, prior
to or promptly following any such demand by the Borrower, such
Lender shall have changed or shall change, as the case may be,
its Applicable Lending Office for its Eurodollar Rate Advances so
as to eliminate the further incurrence of such increased cost.
In furtherance of the foregoing, any such Lender demanding
payment or giving notice as provided above agrees to use
reasonable efforts to so change its Applicable Lending Office if,
to do so, would not result in the incurrence by such Lender of
additional costs or expenses which it deems material or, in the
sole judgment of such Lender, be inadvisable for regulatory,
competitive or internal management reasons.

     (i)  Anything in this Section 8.07 to the contrary
notwithstanding, any Lender may assign and pledge all or any
portion of its Commitment and the Advances owing to it to any
Federal Reserve Bank (and its transferees) as collateral security
pursuant to Regulation A of the Board of Governors of the Federal
Reserve System and any Operating Circular issued by such Federal
Reserve Bank.  No such assignment shall release the assigning
Lender from its obligations hereunder.

     (j)  Notwithstanding anything to the contrary contained herein,
any Lender (a "Granting Lender") may grant to a special purpose
funding vehicle (an "SPC") of such Granting Lender identified as
such in writing from time to time by the Granting Lender to the
Administrative Agent and the Borrower, the option to provide to
the Borrower all or any part of any Advance that such Granting
Lender would otherwise be obligated to make to the Borrower
pursuant to this Agreement; provided that (i) nothing herein
shall constitute a commitment by any such SPC to make any
Advance, (ii) if such SPC elects not to exercise such option or
otherwise fails to provide all or any part of such Advance, the
Granting Lender shall be obligated to make such Advance pursuant
to the terms hereof and (iii) no SPC or Granting Lender shall be
entitled to receive any greater amount pursuant to Section 2.11
or 8.04(b) than the Granting Lender would have been entitled to
receive had the Granting Lender not otherwise granted such SPC
the option to provide any Advance to the Borrower.  The making of
an Advance by an SPC hereunder shall utilize the Commitment of
the Granting Lender to the same extent, and as if, such Advance
were made by such Granting Lender.  Each party hereto hereby
agrees that no SPC shall be liable for any indemnity or similar
payment obligation under this Agreement for which a Lender would
otherwise be liable so long as, and to the extent that, the
related Granting Lender provides such indemnity or makes such
payment.  In furtherance of the foregoing, each party hereto
hereby agrees (which agreement shall survive the termination of
this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding commercial paper
or other senior indebtedness of any SPC, it will not institute
against or join any other person in instituting against such SPC
any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under the laws of the United States or
any State thereof.  Notwithstanding the foregoing, the Granting
Lender unconditionally agrees to indemnify the Borrower, the
Administrative Agent and each Lender against all liabilities,
obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be incurred by or asserted against the
Borrower, the Administrative Agent or such Lender, as the case
may be, in any way relating to or arising as a consequence of any
such forbearance or delay in the initiation of any such
proceeding against its SPC.  Each party hereto hereby
acknowledges and agrees that no SPC shall have the rights of a
Lender hereunder, such rights being retained by the applicable
Granting Lender.  Accordingly, and without limiting the
foregoing, each party hereby further acknowledges and agrees that
no SPC shall have any voting rights hereunder and that the voting
rights attributable to any Advance made by an SPC shall be
exercised only by the relevant Granting Lender and that each
Granting Lender shall serve as the administrative agent and
attorney-in-fact for its SPC and shall on behalf of its SPC
receive any and all payments made for the benefit of such SPC and
take all actions hereunder to the extent, if any, such SPC shall
have any rights hereunder.  In addition, notwithstanding anything
to the contrary contained in this Agreement any SPC may (i) with
notice to, but without the prior written consent of any other
party hereto, assign all or a portion of its interest in any
Advances to the Granting Lender and (ii) disclose on a
confidential basis any information relating to its Advances to
any rating agency, commercial paper dealer or provider of any
surety, guarantee or credit or liquidity enhancement to such SPC.
This Section may not be amended without the prior written consent
of each Granting Lender, all or any part of whose Advance is
being funded by an SPC at the time of such amendment.

     SECTION 8.08.  Governing Law.

     THIS  AGREEMENT AND ANY NOTE ISSUED PURSUANT TO SECTION 2.18
SHALL  BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE  LAW
OF THE STATE OF NEW YORK.

     SECTION 8.09.  Consent to Jurisdiction; Waiver of Jury Trial.

     (a)  To the fullest extent permitted by law, the Borrower hereby
irrevocably (i) submits to the non-exclusive jurisdiction of  any
New  York State or Federal court sitting in New York City and any
appellate  court  from  any thereof in any action  or  proceeding
arising  out of or relating to this agreement or any  other  Loan
Document,  and  (ii) agrees that all claims in  respect  of  such
action or proceeding may be heard and determined in such New York
State  court  or  in  such Federal court.   The  Borrower  hereby
irrevocably waives, to the fullest extent permitted by  law,  the
defense  of  an  inconvenient forum to the  maintenance  of  such
action or proceeding.  The Borrower also irrevocably consents, to
the  fullest extent permitted by law, to the service of  any  and
all  process in any such action or proceeding by the  mailing  by
certified mail of copies of such process to the Borrower  at  its
address specified in Section 8.02.  The Borrower agrees,  to  the
fullest  extent  permitted by law, that a final judgment  in  any
such action or proceeding shall be conclusive and may be enforced
in  other  jurisdictions by suit on the judgment or in any  other
manner provided by law.

     (b)  THE BORROWER, THE AGENT AND THE LENDERS HEREBY IRREVOCABLY
WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER.

     SECTION 8.10.  Execution in Counterparts.

     This Agreement may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and  all
of  which  taken  together  shall constitute  one  and  the  same
agreement.

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


                              ENTERGY CORPORATION


                              By
                               Name:  Steven C. McNeal
                               Title: Vice President and Treasurer



                              CITIBANK, N.A.,
                                 as Administrative Agent and
                                 Bank


                              By
                               Name:
                               Title:


                              BANKS

                              INTESABCI, LOS ANGELES FOREIGN
                              BRANCH


                              By
                               Name:
                               Title:


                              By
                               Name:
                               Title:


                              THE BANK OF NEW YORK


                              By
                               Name:
                               Title:

                              BAYERISCHE HYPO- UND VEREINSBANK
                              AG, NEW YORK BRANCH

                              By
                               Name:
                               Title:


                              By
                               Name:
                               Title:



                              BAYERISCHE LANDESBANK
                               GIROZENTRALE, CAYMAN ISLANDS
                               BRANCH


                              By
                                Name:
                                Title:


                              By
                                Name:
                                Title:

                              THE FUJI BANK, LIMITED


                              By
                                Name:
                                Title:

                              THE INDUSTRIAL BANK OF JAPAN,
                                 LIMITED NEW YORK BRANCH


                              By
                                Name:
                                Title:

                              MELLON BANK, N.A.


                              By
                                Name:
                                Title:

                              ROYAL BANK OF CANADA


                              By
                                Name:
                                Title:

                              THE ROYAL BANK OF SCOTLAND PLC


                              By
                                Name:
                                Title:

                              UNION BANK OF CALIFORNIA, N.A.


                              By
                               Name:
                               Title:


                              ABN AMRO BANK N.V.


                              By
                               Name:
                               Title:


                              By
                               Name:
                               Title:

                              THE BANK OF NOVA SCOTIA


                              By
                               Name:
                               Title:

                              BANK ONE, NA


                              By
                               Name:
                               Title:

                              BARCLAYS BANK PLC


                              By
                               Name:
                               Title:


                              KBC BANK N.V.


                              By
                                Name:
                                Title:


                              By
                                Name:
                                Title:

                              THE CHASE MANHATTAN BANK, N.A.

                              By
                               Name:
                               Title:




                              WESTDEUTSCHE LANDESBANK
                                 GIROZENTRALE


                              By
                                Name:
                                Title:


                              By
                                Name:
                                Title:

<PAGE>

                           SCHEDULE I

                       ENTERGY CORPORATION

                 $1,275,000,000 Credit Agreement


 Name of Bank          Domestic             Eurodollar
                       Lending Office       Lending Office

 ABN AMRO Bank N.V.    135 South LaSalle    135 South LaSalle
                       Street               Street
                       Suite 2805           Suite 2805
                       Chicago, IL 60603    Chicago, IL 60603
                       Attn: Credit         Attn: Credit
                       Administration       Administration
                       Telephone: 312-904-  Telephone: 312-904-
                       8835                 8835
                       Fax:  312-904-8840   Fax: 312-904-8840


 Bank One, NA          1 Bank One Plaza,    1 Bank One Plaza,
                       Suite IL1-0634       Suite IL1-0634
                       Chicago, IL 60670    Chicago, IL 60670

 Barclays Bank PLC     222 Broadway         222 Broadway
                       8th Floor            8th Floor
                       New York, NY 10038   New York, NY 10038

 Bayerische Hypo-und   150 East 42nd        150 East 42nd Street
 Vereinsbank AG, New   Street               New York, NY 10017
 York Branch           New York, NY 10017


 Bayerische            560 Lexington        560 Lexington Avenue
 Landesbank            Avenue               22nd Floor
 Girozentrale          22nd Floor           New York, NY  10022
                       New York, NY  10022

 Citibank, N.A.        One Court Square     One Court Square
                       Seventh Floor, Zone  Seventh Floor, Zone
                       1                    1
                       Long Island City,    Long Island City, NY
                       NY 11120             11120
                       Attn: John Mann      Attn: John Mann
                       Telephone: 718-248-  Telephone: 718-248-
                       4504                 4504
                       Fax: 718-248-4844    Fax: 718-248-4844

 IntesaBCI Los         555 South Flower     555 South Flower
 Angeles Foreign Bank  Street               Street
                       Suite 2400           Suite 2400
                       Los Angeles, CA      Los Angeles, CA
                       90071                90071
                       Tel: 213-624-4025    Tel: 213-624-4025
                       Fax: 213-624-0440    Fax: 213-624-0440


 KBC Bank N.V., New    125 West 55th        125 West 55th Street
 York Branch           Street               New York, NY 10019
                       New York, NY 10019



 Mellon Bank, N.A.     Three Mellon Bank    Three Mellon Bank
                       Center               Center
                       Pittsburgh, PA       Pittsburgh, PA 15259-
                       15259-0003           0003
                       Attn: Cathy Capp     Attn: Cathy Capp
                       Telephone: 412-234-  Telephone: 412-234-
                       1870                 1870
                       Fax: 412-209-6111    Fax: 412-209-6111


 Royal Bank of Canada  One Liberty Plaza    One Liberty Plaza
                       New York, NY  10006- New York, NY  10006-
                       1404                 1404

 The Bank of New York  One Wall Street      One Wall Street
                       New York, NY 10286   New York, NY 10286
                       Attn: Dennis M.      Attn: Dennis M.
                       Pidherny/            Pidherny/
                          Jo-Anne Evans        Jo-Anne Evans
                       Telephone: 212-635-  Telephone: 212-635-
                       7547                 7547
                       Fax: 212-635-7923    Fax: 212-635-7923


 The Bank of Nova      600 Peachtree        600 Peachtree Street
 Scotia                Street N.E.          N.E.
                       Suite 2700           Suite 2700
                       Atlanta, GA 30308    Atlanta, GA 30308
                       Attn: Donna Gardner  Attn: Donna Gardner
                       Telephone: 404-877-  Telephone: 404-877-
                       1559                 1559
                       Fax: 404-888-8998    Fax: 404-888-8998


 The Chase Manhattan   One Chase Manhattan  One Chase Manhattan
    Bank               Plaza                Plaza
                       New York, NY 10081   New York, NY 10081
                       Attn: Lynette Lang   Attn: Lynette Lang
                       Telephone: 212-552-  Telephone: 212-552-
                       7692                 7692
                       Fax: 212-552-5777    Fax: 212-552-5777


 The Fuji Bank,        1221 McKinney        1221 McKinney Street
 Limited               Street               Suite 4100
                       Suite 4100           Houston, TX  77010
                       Houston, TX  77010

 The Industrial Bank   1251 Avenue of the   1251 Avenue of the
 of Japan, Limited     Americas             Americas
 New York Branch       New York, NY 10020-  New York, NY 10020-
                       1104                 1104


 The Royal Bank of     65 East 55th Street  65 East 55th Street
 Scotland plc.         21st Floor           21st Floor
                       New York, NY 10022   New York, NY 10022
                       Attn: Sheila Shaw    Attn: Sheila Shaw
                       Telephone: 212-401-  Telephone: 212-401-
                       1406                 1406
                       Fax: 212-401-1494    Fax: 212-401-1494


 Union Bank of         445 South Figueroa   445 South Figueroa
 California            15th Floor           15th Floor
                       Los Angeles, CA      Los Angeles, CA
                       90071                90071

 Westdeutsche          1211 Avenue of the   1211 Avenue of the
 Landesbank            Americas             Americas
 Girozentrale, New     New York, NY 10036   New York, NY 10036
 York Branch           Attn:                Attn:
                       Telephone:           Telephone:
                       Fax:                 Fax:




<PAGE>
                           SCHEDULE II

                       COMMITMENT SCHEDULE



              Name of Lender                  Commitment Amount
Citibank, N.A.                                  $150,000,000
ABN AMRO Bank N.V.                              $125,000,000
The Bank of New York                            $125,000,000
Bayerische Hypo-und Vereinsbank AG, New         $125,000,000
  York Branch
Mizuho  Holdings  (The Industrial  Bank  of     $150,000,000
  Japan, Ltd. and The Fuji Bank, Limited)
Bayerische Landesbank Girozentrale               $75,000,000
The Chase Manhattan Bank                         $75,000,000
The Royal Bank of Scotland PLC                   $75,000,000
The Bank of Nova Scotia                          $50,000,000
Bank One, NA                                     $50,000,000
Barclays Bank plc                                $50,000,000
Mellon Bank, N.A.                                $50,000,000
Roayal Bank of Canada                            $50,000,000
Union Bank of California, N.A.                   $50,000,000
IntesaBCI, Los Angeles Foreign Branch            $25,000,000
KBC Bank N.V.                                    $25,000,000
Westdeutsche  Landesbank Girozentrale,  New      $25,000,000
  York Branch
Total Commitment:                             $1,275,000,000


<PAGE>
                           EXHIBIT A-1

                   FORM OF NOTICE OF BORROWING



Citibank, N.A., as Administrative Agent
 for the Lenders parties
 to the Credit Agreement
 referred to below
Two Pennsway, Suite 200
New Castle, Delaware 19720


                                    [Date]


      Attention:    Bank Loan Syndications



Ladies and Gentlemen:

     The  undersigned, Entergy Corporation, refers to  the  Third
Amended  and Restated Credit Agreement, dated as of May __,  2001
(the  "Credit  Agreement", the terms defined therein  being  used
herein  as  therein  defined),  among  the  undersigned,  certain
Lenders  parties  thereto and Citibank, N.A.,  as  Administrative
Agent for said Lenders, and hereby gives you notice, irrevocably,
pursuant  to  Section  2.02  of the  Credit  Agreement  that  the
undersigned  hereby  requests  a  Borrowing  under   the   Credit
Agreement,   and  in  that  connection  sets  forth   below   the
information relating to such Borrowing (the "Proposed Borrowing")
as required by Section 2.02(a) of the Credit Agreement:

     (i)    The  Business  Day  of  the  Proposed  Borrowing   is
, 20   .

     (ii) The Type of Advances to be made in connection with  the
Proposed  Borrowing  is  [Base Rate  Advances]  [Eurodollar  Rate
Advances].

     (iii)     The aggregate amount of the Proposed Borrowing  is
$           .

     (iv)  The  Interest Period for each Eurodollar Rate  Advance
made as part of the Proposed Borrowing is      month[s]1.


________________
1 Delete for Base Rate Advances.


<PAGE>
     The   undersigned  hereby  certifies  that   the   following
statements are true on the date hereof, and will be true  on  the
date of the Proposed Borrowing:

          (A)   the  representations and warranties contained  in
     Section 4.01 of the Credit Agreement are correct, before and
     after giving effect to the Proposed Borrowing and to the
     application of the proceeds therefrom, as though made on and
     as of such date; and

          (B)   no event has occurred and is continuing, or would
     result  from such Proposed Borrowing or from the application
     of  the  proceeds therefrom, that constitutes  a  Prepayment
     Event or an Event of Default or would constitute an Event of
     Default but for the requirement that notice be given or time
     elapse or both.


                              Very truly yours,

                              ENTERGY CORPORATION



                              By
                               Name:
                               Title:


<PAGE>
                           EXHIBIT A-2

                  FORM OF NOTICE OF CONVERSION



Citibank, N.A., as Administrative Agent
 for the Lenders parties
 to the Credit Agreement
 referred to below
Two Pennsway, Suite 200
New Castle, Delaware 19720


                                    [Date]


      Attention:    Bank Loan Syndications


Ladies and Gentlemen:

     The  undersigned, Entergy Corporation, refers to  the  Third
Amended  and Restated Credit Agreement, dated as of May __,  2001
(the  "Credit  Agreement", the terms defined therein  being  used
herein  as  therein  defined),  among  the  undersigned,  certain
Lenders party thereto and Citibank, N.A., as Administrative Agent
for  said  Lenders,  and  hereby gives you  notice,  irrevocably,
pursuant  to  Section  2.09  of the Credit  Agreement,  that  the
undersigned  hereby  requests  a  Conversion  under  the   Credit
Agreement,   and  in  that  connection  sets  forth   below   the
information   relating   to   such  Conversion   (the   "Proposed
Conversion") as required by Section 2.09 of the Credit Agreement:

          (i)   The  Business Day of the Proposed  Conversion  is
     __________, _____.

          (ii)  The  Type  of  Advances comprising  the  Proposed
     Conversion   is   [Base  Rate  Advances]  [Eurodollar   Rate
     Advances].

          (iii)       The   aggregate  amount  of  the   Proposed
     Conversion is $__________.

          (iv)  The  Type of Advances to which such Advances  are
     proposed to be Converted is [Base Rate Advances] [Eurodollar
     Rate Advances].

          (v)   The Interest Period for each Advance made as part
     of the Proposed Conversion is month(s).1

____________________
1 Delete for Base Rate Advances

<PAGE>

     The  undersigned  hereby represents and  warrants  that  the
following  statements are true on the date hereof,  and  will  be
true on the date of the Proposed Conversion:

          (A)  The Borrower's request for the Proposed Conversion
     is  made  in  compliance with Section  2.09  of  the  Credit
     Agreement; and

          (B)   The statements contained in Section 3.02  of  the
     Credit Agreement are true.


                              Very truly yours,

                              ENTERGY CORPORATION



                              By
                               Name:
                               Title:

<PAGE>
                            EXHIBIT B

                FORM OF ASSIGNMENT AND ACCEPTANCE

                                          Dated ___________, 20__



     Reference  is made to the Third Amended and Restated  Credit
Agreement,  dated  as  of May __, 2001 (as amended,  modified  or
supplemented  from  time to time, the "Credit Agreement"),  among
Entergy Corporation, a Delaware corporation (the "Borrower"), the
Lenders (as defined in the Credit Agreement) and Citibank,  N.A.,
as  Administrative  Agent  for the Lenders  (the  "Administrative
Agent").   Terms defined in the Credit Agreement are used  herein
with the same meaning.

                       (the  "Assignor")  and                (the
"Assignee") agree as follows:

     (a)   The  Assignor hereby sells and assigns to the Assignee
without  recourse, and the Assignee hereby purchases and  assumes
from  the Assignor, that interest in and to all of the Assignor's
rights and obligations under the Credit Agreement as of the  date
hereof  which  represents the percentage  interest  specified  on
Schedule  1 of all outstanding rights and obligations  under  the
Credit Agreement, including, without limitation, such interest in
the Assignor's Commitment and the Advances owing to the Assignor.
After  giving effect to such sale and assignment, the  Assignee's
Commitment  and the amount of the Advances owing to the  Assignee
will be as set forth in Section 2 of Schedule 1.

     (b)  The Assignor (A) represents and warrants that it is the
legal  and beneficial owner of the interest being assigned by  it
hereunder and that such interest is free and clear of any adverse
claim;  (B)  makes no representation or warranty and  assumes  no
responsibility  with  respect to any  statements,  warranties  or
representations  made  in  or  in  connection  with  the   Credit
Agreement  or  the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or  any
other  instrument  or  document furnished pursuant  thereto;  and
(C)   makes   no  representation  or  warranty  and  assumes   no
responsibility  with respect to the financial  condition  of  the
Borrower or the performance or observance by the Borrower of  any
of  its  obligations  under the Credit  Agreement  or  any  other
instrument  or  document furnished pursuant thereto.   Except  as
specified  in this Section 2, the assignment hereunder  shall  be
without recourse to the Assignor.

     (c)   The Assignee (A) confirms that it has received a  copy
of  the  Credit Agreement, together with copies of the  financial
statements  referred to in Section 4.01 thereof  and  such  other
documents  and information as it has deemed appropriate  to  make
its   own  credit  analysis  and  decision  to  enter  into  this
Assignment and Acceptance; (B) agrees that it will, independently
and  without reliance upon the Administrative Agent, the Assignor
or  any  other Lender and based on such documents and information
as  it  shall deem appropriate at the time, continue to make  its
own  credit  decisions in taking or not taking action  under  the
Credit  Agreement; (C) appoints and authorizes the Administrative
Agent  to take such action as agent on its behalf and to exercise
such  powers under the Credit Agreement as are delegated  to  the
Administrative  Agent by the terms thereof,  together  with  such
powers  as are reasonably incidental thereto; (D) agrees that  it
will   perform  in  accordance  with  their  terms  all  of   the
obligations  which  by  the  terms of the  Credit  Agreement  are
required  to be performed by it as a Lender; [and] (E)  specifies
as  its,  Domestic Lending Office (and address for  notices)  and
Eurodollar Lending Office the offices set forth beneath its  name
on  the  signature  pages  hereof [and (vi)  attaches  the  forms
prescribed  by the Internal Revenue Service of the United  States
certifying that it is exempt from United States withholding taxes
with respect to all payments to be made to the Assignee under the
Credit Agreement].1

     (d)    Following  the  execution  of  this  Assignment   and
Acceptance by the Assignor and the Assignee, it will be delivered
to  the Administrative Agent for acceptance and recording by  the
Administrative Agent.  The effective date of this Assignment  and
Acceptance  shall  be  the  date of  acceptance  thereof  by  the
Administrative Agent, unless otherwise specified  on  Schedule  1
hereto  (the  "Effective Date"); provided, however,  that  in  no
event shall this Assignment and Acceptance become effective prior
to  the  payment for the processing and recordation  fee  to  the
Administrative Agent as provided in Section 8.07(a) of the Credit
Agreement.

     (e)    Upon   such   acceptance   and   recording   by   the
Administrative Agent, as of the Effective Date, (A) the  Assignee
shall  be  a  party to the Credit Agreement and,  to  the  extent
provided  in this Assignment and Acceptance, have the rights  and
obligations of a Lender thereunder and (B) the Assignor shall, to
the extent provided in this Assignment and Acceptance, relinquish
its  rights and be released from its obligations under the Credit
Agreement.

     (f)    Upon   such   acceptance   and   recording   by   the
Administrative  Agent,  from and after the  Effective  Date,  the
Administrative  Agent shall make all payments  under  the  Credit
Agreement  in respect of the interest assigned hereby (including,
without  limitation,  all  payments of  principal,  interest  and
facility  fees  with  respect  thereto)  to  the  Assignee.   The
Assignor  and Assignee shall make all appropriate adjustments  in
payments  under  the Credit Agreement for periods  prior  to  the
Effective Date directly between themselves.

     (g)   THIS  ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED  BY,
AND  CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE  STATE  OF  NEW
     YORK.

     (h)   This  Assignment and Acceptance 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.


___________________

1 If the Assignee is organized under the laws of a jurisdiction
  outside the United States.


<PAGE>
     IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
Assignment  and  Acceptance to be executed  by  their  respective
officers  thereunto duly authorized, as of the date  first  above
written, such execution being made on Schedule 1 hereto.


                          [NAME OF ASSIGNOR]



                          By
                            Name:
                            Title:


                          [NAME OF ASSIGNEE]



                          By
                            Name:
                            Title:


                          Domestic Lending Office (and
                            address for notices):
                                 [Address]


<PAGE>

                   Eurodollar Lending Office:
                            [Address]



Accepted this      day
of                    , 20__


CITIBANK, N.A., as Administrative Agent



By
  Name:
  Title:


<PAGE>
                           Schedule 1
                               to
                    Assignment and Acceptance

                     Dated __________, 20__



Section (a)

     Percentage Interest:                              %

Section (b)

     Assignee's Commitment:                     $

     Aggregate Outstanding Principal
     Amount of Advances owing                   $
     to the Assignee:

Section (c)

     Effective Date1:                           _________, 20__



_____________________

1 This date should be no earlier than the date of acceptance by the
  Administrative Agent.


<PAGE>

                            EXHIBIT C

                       FORM OF OPINION OF
                    COUNSEL FOR THE BORROWER


                                                           [Date]




To each of the Lenders parties to the
 Credit Agreement referred to below,
 and to Citibank, N.A., as Administrative Agent


                       Entergy Corporation

Ladies and Gentlemen:

     I  have  acted as counsel to Entergy Corporation, a Delaware
corporation (the "Borrower"), in connection with the preparation,
execution  and delivery of the Third Amended and Restated  Credit
Agreement,  dated as of May 17, 2001, by and among the  Borrower,
the Banks parties thereto and the other Lenders from time to time
parties  thereto  and  Citibank, N.A., as  Administrative  Agent.
This  opinion is furnished to you at the request of the  Borrower
pursuant  to Section 3.01(a)(v) of the Credit Agreement.   Unless
otherwise   defined  herein  or  unless  the  context   otherwise
requires,  terms defined in the Credit Agreement are used  herein
as therein defined.

     In such capacity, I have examined:

          (i)  Counterparts of the Credit Agreement, executed  by
     the Borrower;

          (ii)  The  Certificate of Incorporation of the Borrower
     (the "Charter");

          (iii)     The Bylaws of the Borrower (the "Bylaws");

          (iv)  A  certificate of the Secretary of State  of  the
     State  of  Delaware, dated May 14, 2001,  attesting  to  the
     continued  corporate  existence and  good  standing  of  the
     Borrower in that State;

          (v)   A  Certificate of the Secretary of State  of  the
     State  of Louisiana, dated May 14, 2001, attesting that  the
     Borrower is a foreign corporation duly qualified to  conduct
     business in that state;

          (vi)  A  copy of the Order dated April 3, 2001  of  the
     Securities and Exchange Commission (File No. 70-9749)  under
     the  Public  Utility Holding Company Act of 1935  (the  "SEC
     Order"); and

          (vii)     The other documents furnished by the Borrower
     to  the Administrative Agent pursuant to Section 3.01(a)  of
     the Credit Agreement.

I  have  also  examined  such  other  corporate  records  of  the
Borrower, certificates of public officials and of officers of the
Borrower, and agreements, instruments and other documents,  as  I
have  deemed  necessary  as a basis for  the  opinions  expressed
below.

     In  my  examination, I have assumed the genuineness  of  all
signatures,   the   legal  capacity  of  natural   persons,   the
authenticity  of all documents submitted to me as originals,  and
the  conformity with the originals of all documents submitted  to
me  as  copies.   In  making  my  examination  of  documents  and
instruments executed or to be executed by persons other than  the
Borrower,  I  have assumed that each such other  person  had  the
requisite power and authority to enter into and perform fully its
obligations thereunder, the due authorization by each such  other
person  for  the execution, delivery and performance thereof  and
the  due  execution and delivery thereof by or on behalf of  such
person of each such document and instrument.  In the case of  any
such  person  that is not a natural person, I have also  assumed,
insofar  as it is relevant to the opinions set forth below,  that
each such other person is duly organized, validly existing and in
good standing under the laws of the jurisdiction in which it  was
created, and is duly qualified and in good standing in each other
jurisdiction   where  the  failure  to  be  so  qualified   could
reasonably be expected to have a material effect upon its ability
to execute, deliver and/or perform its obligations under any such
document  or  instrument.   I  have  further  assumed  that  each
document, instrument, agreement, record and certificate  reviewed
by  me for purposes of rendering the opinions expressed below has
not  been  amended by any oral agreement, conduct  or  course  of
dealing between the parties thereto.

     As  to  questions of fact material to the opinions expressed
herein,  I  have relied upon certificates and representations  of
officers  of  the  Borrower (including but not limited  to  those
contained in the Credit Agreement and certificates delivered upon
the  execution  and  delivery of the  Credit  Agreement)  and  of
appropriate public officials, without independent verification of
such matters except as otherwise described herein.

     Whenever my opinions herein with respect to the existence or
absence  of  facts are stated to be to my knowledge or awareness,
it  is  intended to signify that no information has  come  to  my
attention  or  the  attention of other counsel working  under  my
direction  in  connection with the preparation  of  this  opinion
letter  that  would  give  me or them  actual  knowledge  of  the
existence  or  absence  of such facts.  However,  except  to  the
extent  expressly  set  forth herein, neither  I  nor  they  have
undertaken   any  independent  investigation  to  determine   the
existence or absence of such facts, and no inference as to my  or
their  knowledge of the existence or absence of such facts should
be assumed.

     On  the basis of the foregoing, having regard for such legal
consideration  as  I  deem relevant, and  subject  to  the  other
limitations and qualifications contained in this letter, I am  of
the opinion that:

     (a)   The  Borrower is a corporation duly organized, validly
existing  and  in good standing under the laws of  the  State  of
Delaware  and  is  duly  qualified to do business  as  a  foreign
corporation  in  each jurisdiction in which  the  nature  of  the
business  conducted or the property owned, operated or leased  by
it requires such qualification.

     (b)  The execution, delivery and performance by the Borrower
of  the  Credit  Agreement  are within the  Borrower's  corporate
powers,  have  been  duly authorized by all  necessary  corporate
action  and  do not contravene (i) the Charter or the  Bylaws  or
(ii) law or (iii) any contractual or legal restriction binding on
or  affecting the Borrower.  The Credit Agreement has  been  duly
executed and delivered on behalf of the Borrower.

     (c)   No authorization, approval or other action by, and  no
notice   to  or  filing  with,  any  governmental  authority   or
regulatory  body is required for the due execution, delivery  and
performance by the Borrower of the Credit Agreement,  except  for
the  SEC  Order, which has been obtained, is final  and  in  full
force and effect, and is not the subject of any appeal.

     (d)  Except as disclosed in the Borrower's Annual Report  on
Form 10-K for the fiscal year ended December 31, 2000, and in the
Borrower's  Quarterly Report on Form 10-Q for  the  period  ended
March  31,  2001,  there is no pending or,  to  the  best  of  my
knowledge, threatened action or proceeding affecting the Borrower
or  any of its subsidiaries before any court, governmental agency
or  arbitrator  that  reasonably  could  be  expected  to  affect
materially  and adversely the condition (financial or otherwise),
operations, business, properties or prospects of the Borrower  or
its   ability  to  perform  its  obligations  under  the   Credit
Agreement,  or  that  purports to affect the legality,  validity,
binding effect or enforceability of the Credit Agreement.  To the
best of my knowledge, after inquiry, there has been no change  in
any  matter  disclosed in such filings that reasonably  could  be
expected to result in such a material adverse effect.

     (e)   The  Borrower  is  not an "investment  company"  or  a
company  "controlled"  by  an "investment  company",  within  the
meaning of the Investment Company Act of 1940, as amended, or  an
"investment  adviser"  within  the  meaning  of  the   Investment
Advisers Act of 1940, as amended.

     (f)   The Credit Agreement constitutes the legal, valid  and
binding  obligation  of  the  Borrower  enforceable  against  the
Borrower in accordance with its terms.

     My   opinions   above   are   subject   to   the   following
qualifications:

          (i)  My opinions are subject, as to enforceability,  to
     (A)  bankruptcy, insolvency, reorganization, moratorium  and
     other similar laws affecting creditors rights generally  and
     (B)   the  application  of  general  principles  of  equity,
     including  but  not limited to the right  to  have  specific
     performance of contract obligations, regardless  of  whether
     considered in a proceeding in equity or at law.

          (ii)  My opinion in paragraph (a) above, insofar as  it
     relates  to the due incorporation, valid existence and  good
     standing  of  the  Borrower under  Delaware  law,  is  given
     exclusively  in  reliance  upon  a  certification   of   the
     Secretary  of State of Delaware, upon which I believe  I  am
     justified in relying.  A copy of such certification has been
     provided to you.

          (iii)      My opinion set forth in paragraph (c)  above
     as to the obtaining of necessary governmental and regulatory
     approvals is based solely upon a review of those laws  that,
     in my experience, are normally applicable to the Borrower in
     connection with transactions of the type contemplated by the
     Credit Agreement.

          (iv)  My  opinion  in paragraph (f)  above  as  to  the
     legality, validity, binding nature and enforceability of the
     Credit  Agreement is given in reliance upon a legal  opinion
     of  even date herewith of Thelen Reid & Priest LLP, New York
     counsel  to the Borrower, and is subject to the assumptions,
     limitations and qualifications contained therein.  A copy of
     the  legal  opinion of Thelen Reid & Priest  LLP,  is  being
     provided to you contemporaneously herewith.

Notwithstanding  the qualifications set forth above,  I  have  no
actual  knowledge  of  any  matter  within  the  scope  of   said
qualifications  that would cause me to change  the  opinions  set
forth in this letter.

     I  am  licensed  to  practice  law  only  in  the  State  of
Louisiana  and, except as otherwise provided herein, my  role  as
counsel  to the Company is limited to matters involving the  laws
of  the  State  of Louisiana and the federal laws of  the  United
States of America.  Except to the extent otherwise expressly  set
forth herein, and except with respect to matters governed by  the
General Corporation Law of Delaware, I render no opinion  on  the
laws  of  any other jurisdiction or any subdivision thereof,  and
have  made no independent investigation into any such laws except
as specifically provided herein.

     My  opinions are expressed as of the date hereof, and  I  do
not assume any obligation to update or supplement my opinions  to
reflect  any  fact  or circumstance that hereafter  comes  to  my
attention, or any change in law that hereafter occurs.

     This opinion letter is being provided exclusively to and for
the  benefit of the addressees hereof.  It is not to be furnished
to  or  relied  upon  by any other party for any  other  purpose,
without prior express written authorization from us, except  that
(A)  Thelen Reid & Priest LLP may rely hereon in connection  with
their  opinion  to  you of even date herewith on  behalf  of  the
Borrower  as  to  matters of New York law, (B)  King  &  Spalding
hereby  is authorized to rely on this letter in the rendering  of
their  opinion  to the Lenders dated as of the date  hereof;  and
(C) any addressee of this letter may deliver a copy hereof to any
person that becomes a Lender under the Credit Agreement after the
date  hereof, and such person may rely on this opinion as  if  it
had  been addressed and delivered to it on the date hereof as  an
original Bank that was a party to the Credit Agreement.

                              Very truly yours,

                              Denise C. Redmann
                              Assistant General Counsel
Bank Addressees:

<PAGE>

                            EXHIBIT D

                   OPINION OF SPECIAL NEW YORK
                      COUNSEL TO THE AGENT




                                                           [DATE]


To each of the Lenders parties to the
 Credit Agreement referred to below,
 and to Citibank, N.A., as Administrative Agent


                       Entergy Corporation

Ladies and Gentlemen:

     We have acted as special New York counsel to Citibank, N.A.,
individually and as Administrative Agent, in connection with  the
preparation,  execution and delivery of  the  Third  Amended  and
Restated  Credit  Agreement, dated as  of   May  ___,  2001  (the
"Credit Agreement"), among Entergy Corporation, the Banks parties
thereto  and  Citibank,  N.A.,  as Administrative  Agent.   Terms
defined  in  the  Credit  Agreement are used  herein  as  therein
defined.

     In   this   connection,  we  have  examined  the   following
documents:

     (a)   a counterpart of the Credit Agreement, executed by the
parties thereto; and

     (b)   the  other  documents furnished to the  Administrative
Agent  pursuant  to  Section 3.01(a)  of  the  Credit  Agreement,
including  (without  limitation) the opinion (the  "Opinion")  of
Denise C. Redmann, counsel to the Borrower.

     In  our  examination of the documents referred to above,  we
have assumed the authenticity of all such documents submitted  to
us  as  originals,  the genuineness of all  signatures,  the  due
authority  of  the  parties  executing  such  documents  and  the
conformity to the originals of all such documents submitted to us
as  copies.   We  have  also assumed that you have  independently
evaluated,  and are satisfied with, the creditworthiness  of  the
Borrower   and  the  business  terms  reflected  in  the   Credit
Agreement.   We  have  relied,  as to  factual  matters,  on  the
documents we have examined.

     To  the  extent  that our opinions expressed  below  involve
conclusions as to matters governed by law other than the  law  of
the  State of New York, we have relied upon the Opinion and  have
assumed without independent investigation the correctness of  the
matters  set  forth therein, our opinions expressed  below  being
subject  to  the assumptions, qualifications and limitations  set
forth in the Opinion.

     Based upon and subject to the foregoing, and subject to  the
qualifications  set forth below, we are of the opinion  that  the
Credit  Agreement is the legal, valid and binding  obligation  of
the Borrower, enforceable against the Borrower in accordance with
its terms.

     Our opinion is subject to the following qualifications:

          (i)   The  enforceability of the Borrower's obligations
     under  the Credit Agreement is subject to the effect of  any
     applicable  bankruptcy,  insolvency, fraudulent  conveyance,
     reorganization,   moratorium  or   similar   law   affecting
     creditors' rights generally.

          (ii)  The  enforceability of the Borrower's obligations
     under  the  Credit  Agreement is subject to  the  effect  of
     general principles of equity, including (without limitation)
     concepts of materiality, reasonableness, good faith and fair
     dealing (regardless of whether considered in a proceeding in
     equity or at law).  Such principles of equity are of general
     application,  and,  in  applying such principles,  a  court,
     among  other things, might not allow a contracting party  to
     exercise remedies in respect of a default deemed immaterial,
     or might decline to order an obligor to perform covenants.

          (iii)      We  note  further that, in addition  to  the
     application of equitable principles described above,  courts
     have  imposed  an obligation on contracting parties  to  act
     reasonably  and  in  good faith in  the  exercise  of  their
     contractual  rights and remedies, and may also apply  public
     policy  considerations  in limiting  the  right  of  parties
     seeking to obtain indemnification under circumstances  where
     the   conduct  of  such  parties  is  determined   to   have
     constituted negligence.

          (iv)  We  express no opinion herein as to  (A)  Section
     8.05  of  the  Credit Agreement, (B) the  enforceability  of
     provisions purporting to grant to a party conclusive  rights
     of   determination,   (C)  the  availability   of   specific
     performance   or   other   equitable   remedies,   (D)   the
     enforceability of rights to indemnity under federal or state
     securities  laws  or (E) the enforceability  of  waivers  by
     parties of their respective rights and remedies under law.

          (v)   Our opinions expressed above are limited  to  the
     law  of  the  State of New York, and we do not  express  any
     opinion herein concerning any other law.

     The foregoing opinion is solely for your benefit and may not
be  relied  upon  by any other person or entity, other  than  any
Person that may become a Lender under the Credit Agreement  after
the date hereof.


                         Very truly yours,















</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>a1100199a.txt
<TEXT>
<TABLE>
<CAPTION>

                                                                Exhibit 99(a)

                            Entergy Arkansas, Inc.
            Computation of Ratios of Earnings to Fixed Charges and
       Ratios of Earnings to Combined Fixed Charges and Preferred Dividends

                                                                          Twelve Months Ended              June 30,
                                                               1996     1997     1998     1999     2000     2001

<S>                                                          <C>      <C>       <C>      <C>     <C>      <C>
Fixed charges, as defined:
  Total Interest Charges                                     $106,716 $104,165  $96,685  $97,023 $101,600 $105,867
  Interest applicable to rentals                               19,121   17,529   15,511   17,289   16,449   14,797
                                                             -----------------------------------------------------
Total fixed charges, as defined                               125,837  121,694  112,196  114,312  118,049 $120,664

Preferred dividends, as defined (a)                            24,731   16,073   16,763   17,836   13,479   13,664
                                                             -----------------------------------------------------

Combined fixed charges and preferred dividends, as defined   $150,568 $137,767 $128,959 $132,148 $131,528 $134,328
                                                             =====================================================
Earnings as defined:

  Net Income                                                 $157,798 $127,977 $110,951  $69,313 $137,047 $138,771
  Add:
    Provision for income taxes:
       Total                                                   84,445   59,220   71,374   54,012  100,512  105,258
    Fixed charges as above                                    125,837  121,694  112,196  114,312  118,049  120,664
                                                             -----------------------------------------------------

Total earnings, as defined                                   $368,080 $308,891 $294,521 $237,637 $355,608 $364,693
                                                             =====================================================

Ratio of earnings to fixed charges, as defined                   2.93     2.54     2.63     2.08     3.01     3.02
                                                             =====================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                                 2.44     2.24     2.28     1.80     2.70     2.71
                                                             =====================================================


- ------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by
    dividing the preferred dividend requirement by one hundred percent (100%)
    minus the income tax rate.


</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>a1100199b.txt
<TEXT>
<TABLE>
<CAPTION>
                                                                 Exhibit 99(b)

                             Entergy Gulf States, Inc.
              Computation of Ratios of Earnings to Fixed Charges and
       Ratios of Earnings to Combined Fixed Charges and Preferred Dividends

                                                                        Twelve Months Ended               June 30,
                                                              1996     1997     1998     1999     2000      2001

<S>                                                         <C>      <C>      <C>      <C>       <C>      <C>
Fixed charges, as defined:
  Total Interest charges                                    $193,890 $180,073 $178,220 $153,034  $158,949 $170,998
  Interest applicable to rentals                              14,887   15,747   16,927   16,451    18,307   20,392
                                                            ------------------------------------------------------
Total fixed charges, as defined                              208,777  195,820  195,147  169,485   177,256 $191,390

Preferred dividends, as defined (a)                           48,690   30,028   32,031   29,355    15,742    8,450
                                                            ------------------------------------------------------

Combined fixed charges and preferred dividends, as defined  $257,467 $225,848 $227,178 $198,840  $192,998 $199,840
                                                            ======================================================
Earnings as defined:

Income (loss) from continuing operations before
extraordinary items and
  the cumulative effect of accounting changes                ($3,887) $59,976  $46,393 $125,000  $180,343 $219,199
  Add:
    Income Taxes                                             102,091   22,402   31,773   75,165   103,603  126,775
    Fixed charges as above                                   208,777  195,820  195,147  169,485   177,256  191,390
                                                            ------------------------------------------------------

Total earnings, as defined (b)                              $306,981 $278,198 $273,313 $369,650  $461,202 $537,364
                                                            ======================================================

Ratio of earnings to fixed charges, as defined                  1.47     1.42     1.40     2.18      2.60     2.81
                                                            ======================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                                1.19     1.23     1.20     1.86      2.39     2.69
                                                            ======================================================

(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by
    dividing the preferred dividend requirement by one hundred percent (100%)
    minus the income tax rate.

(b) Earnings for the year ended December 31, 1994, for GSU were not adequate
    to cover fixed charges combined fixed charges and preferred dividends
    by $144.8 million and $197.1 million, respectively.



</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>a1100199c.txt
<TEXT>
<TABLE>
<CAPTION>
                                                     Exhibit 99(c)

                         Entergy Louisiana, Inc.
           Computation of Ratios of Earnings to Fixed Charges and
     Ratios of Earnings to Combined Fixed Charges and Preferred Dividends


                                                                                                         June 30,
                                                              1996     1997     1998     1999     2000     2001

<S>                                                         <C>      <C>      <C>      <C>      <C>      <C>
Fixed charges, as defined:
Total Interest                                              $132,412 $128,900 $122,890 $117,247 $111,743 $116,132
  Interest applicable to rentals                              10,601    9,203    9,564    9,221    6,458    7,409
                                                            -----------------------------------------------------

Total fixed charges, as defined                              143,013  138,103  132,454  126,468  118,201 $123,541

Preferred dividends, as defined (a)                           28,234   22,103   20,925   16,006   16,102   16,187
                                                            -----------------------------------------------------

Combined fixed charges and preferred dividends, as defined  $171,247 $160,206 $153,379 $142,474 $134,303 $139,728
                                                            =====================================================

Earnings as defined:

  Net Income                                                $190,762 $141,757 $179,487 $191,770 $162,679 $148,694
  Add:
    Provision for income taxes:
Total Taxes                                                  118,559   98,965  109,104  122,368  112,645  103,654
    Fixed charges as above                                   143,013  138,103  132,454  126,468  118,201  123,541
                                                            -----------------------------------------------------
Total earnings, as defined                                  $452,334 $378,825 $421,045 $440,606 $393,525 $375,889
                                                            =====================================================

Ratio of earnings to fixed charges, as defined                  3.16     2.74     3.18     3.48     3.33     3.04
                                                            =====================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                                2.64     2.36     2.75     3.09     2.93     2.69
                                                            =====================================================


- ------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by
    dividing the preferred dividend requirement by one hundred percent (100%)
    minus the income tax rate.


</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>7
<FILENAME>a1100199d.txt
<TEXT>
<TABLE>
<CAPTION>
                                                                Exhibit 99(d)

                          Entergy Mississippi, Inc.
            Computation of Ratios of Earnings to Fixed Charges and
      Ratios of Earnings to Combined Fixed Charges and Preferred Dividends

                                                                                                         June 30,
                                                              1996     1997     1998     1999     2000     2001

<S>                                                          <C>      <C>      <C>      <C>      <C>      <C>
Fixed charges, as defined:
  Total Interest                                             $48,007  $45,274  $40,927  $38,840  $44,877  $48,782
  Interest applicable to rentals                               2,165    1,947    1,864    2,261    1,596    1,806
                                                             ----------------------------------------------------
Total fixed charges, as defined                               50,172   47,221   42,791   41,101   46,473  $50,588

Preferred dividends, as defined (a)                            7,610    5,123    4,878    4,878    5,347    5,348
                                                             ----------------------------------------------------

Combined fixed charges and preferred dividends, as defined   $57,782  $52,344  $47,669  $45,979  $51,820  $55,936
                                                             ====================================================
Earnings as defined:

  Net Income                                                 $79,210  $66,661  $62,638  $41,588  $38,973  $41,380
  Add:
    Provision for income taxes:
    Total income taxes                                        41,107   26,744   28,031   17,537   22,868   24,109
    Fixed charges as above                                    50,172   47,221   42,791   41,101   46,473   50,588
                                                            -----------------------------------------------------

Total earnings, as defined                                  $170,489 $140,626 $133,460 $100,226 $108,314 $116,077
                                                            =====================================================

Ratio of earnings to fixed charges, as defined                  3.40     2.98     3.12     2.44     2.33     2.29
                                                            =====================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                                2.95     2.69     2.80     2.18     2.09     2.08
                                                            =====================================================


- ------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by
    dividing the preferred dividend requirement by one hundred percent (100%)
    minus the income tax rate.



</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>8
<FILENAME>a1100199e.txt
<TEXT>
<TABLE>
<CAPTION>
                                                                Exhibit 99(e)

                            Entergy New Orleans, Inc.
             Computation of Ratios of Earnings to Fixed Charges and
      Ratios of Earnings to Combined Fixed Charges and Preferred Dividends


                                                                                                         June 30,
                                                              1996     1997     1998     1999     2000     2001

<S>                                                          <C>      <C>      <C>      <C>      <C>       <C>
Fixed charges, as defined:
  Total Interest                                             $16,304  $15,287  $14,792  $14,680  $15,891   $17,807
  Interest applicable to rentals                                 831      911    1,045    1,281    1,008     1,144
                                                             -----------------------------------------------------
Total fixed charges, as defined                               17,135   16,198   15,837   15,961   16,899   $18,951

Preferred dividends, as defined (a)                            1,549    1,723    1,566    1,566    1,643     1,616
                                                             -----------------------------------------------------

Combined fixed charges and preferred dividends, as defined   $18,684  $17,921  $17,403  $17,527  $18,542   $20,567
                                                             =====================================================
Earnings as defined:

  Net Income                                                 $26,776  $15,451  $16,137  $18,961  $16,518   $11,328
  Add:
    Provision for income taxes:
     Total                                                    16,216   12,142   10,042   13,030   11,597     7,117
    Fixed charges as above                                    17,135   16,198   15,837   15,961   16,899    18,951
                                                             -----------------------------------------------------

Total earnings, as defined                                   $60,127  $43,791  $42,016  $47,952  $45,014   $37,396
                                                             =====================================================

Ratio of earnings to fixed charges, as defined                  3.51     2.70     2.65     3.00     2.66      1.97
                                                             =====================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                                3.22     2.44     2.41     2.74     2.43      1.82
                                                             =====================================================


- ------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by
    dividing the preferred dividend requirement by one hundred percent (100%)
    minus the income tax rate.

(b) Earnings for the twelve months ended December 31, 1991 include the $90
    million effect of the 1991 NOPSI Settlement.

</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>9
<FILENAME>a1100199f.txt
<TEXT>
<TABLE>
<CAPTION>

                                                                Exhibit 99(f)

                          System Energy Resources, Inc.
            Computation of Ratios of Earnings to Fixed Charges and
                       Ratios of Earnings to Fixed Charges


                                                                                                    June 30,
                                                    1996      1997      1998      1999      2000      2001

<S>                                                <C>       <C>       <C>       <C>       <C>       <C>
Fixed charges, as defined:
  Total Interest                                   $143,720  $128,653  $116,060  $147,982  $118,519  $113,019
  Interest applicable to rentals                      6,223     6,065     5,189     3,871     5,753     5,131
                                                   ----------------------------------------------------------
Total fixed charges, as defined                    $149,943  $134,718  $121,249  $151,853  $124,272  $118,150
                                                   ==========================================================
Earnings as defined:
  Net Income                                        $98,668  $102,295  $106,476   $82,375   $93,745   $88,172
  Add:
    Provision for income taxes:
      Total                                          82,121    74,654    77,263    53,851    81,263    72,834
    Fixed charges as above                          149,943   134,718   121,249   151,853   124,272   118,150
                                                   ----------------------------------------------------------

Total earnings, as defined                         $330,732  $311,667  $304,988  $288,079  $299,280  $279,156
                                                   ==========================================================

Ratio of earnings to fixed charges, as defined         2.21      2.31      2.52      1.90      2.41      2.36
                                                   ==========================================================

</TABLE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
