48
LIBC/1487366.4

LIBC/1487366.4
                                                             SEC EXHIBIT 10.B.91




                               FIRST AMENDMENT TO

                            POWER PURCHASE AGREEMENT

                                     BETWEEN

                       ENTERGY NUCLEAR VERMONT YANKEE, LLC

                                       AND

                    VERMONT YANKEE NUCLEAR POWER CORPORATION


                   FIRST AMENDMENT TO POWER PURCHASE AGREEMENT
This  FIRST  AMENDMENT  TO POWER PURCHASE AGREEMENT (the "Amendment") is entered
into  this  7th day of May, 2002, by and between Entergy Nuclear Vermont Yankee,
LLC,  a  Delaware limited liability company having a principal place of business
at  440  Hamilton  Avenue,  White  Plains, NY  10601, and Vermont Yankee Nuclear
Power  Corporation, a Vermont corporation having its principal place of business
at  185  Old  Ferry  Road,  Brattleboro,  Vermont  05301.
WHEREAS,  the  parties  hereto  have  entered into a Power Purchase Agreement on
September  6,  2001  (the  "Original  Power  Purchase  Agreement");
WHEREAS,  on  March 4, 2002, in connection with Docket No. 6545 before the State
of  Vermont  Public  Service Board, the parties hereto and certain other parties
entered into a Memorandum of Understanding Among Entergy Nuclear Vermont Yankee,
LLC,  Vermont  Yankee  Nuclear Power Corporation, Central Vermont Public Service
Corporation,  Green  Mountain  Power  Corporation  and the Vermont Department of
Public  Service  (the  "MOU");
WHEREAS, pursuant to the MOU the parties hereto agreed to amend the terms of the
Original  Power  Purchase  Agreement;  and
WHEREAS,  capitalized  terms  used  in  this  Amendment  shall have the meanings
ascribed  to  them  in  the  Original  Power  Purchase  Agreement.
NOW  THEREFORE,  in  consideration  of these premises, the mutual agreements set
forth  herein  and  other  good  and valuable consideration, and intending to be
legally  bound,  the  parties  agree  as  follows:
1.     AMENDMENT  OF  ARTICLE  2(T).  The second sentence of Article 2(t) of the
       ----------------------------
Original  Power  Purchase  Agreement  is  modified  to  read  as  follows:
"In  the  event  there is no clearing price for Installed Capability, the Market
Price  shall  be  the  product  of (x) the amount set forth in clause (a) of the
preceding sentence and (y) 110% (or such other percentage mutually acceptable to
Vermont  Yankee  and  the  Seller  to  accurately reflect the price of Installed
Capability)".

All  other  provisions  of  Article  2(t)  remain  unchanged.

     2.     AMENDMENT  TO  ARTICLE 5(A).  The proviso in Article 5(a) is amended
            ----------------------------
by  deleting  the  words  "after  the  end of the RFO 25 refueling outage (i.e.,
approximately  October 2005)" and inserting in lieu thereof the words "after the
beginning  of  the  RFO  25  refueling  outage,  but  in any event no later than
November  1,  2005,".

     3.     EFFECT ON OTHER PROVISIONS OF THE ORIGINAL POWER PURCHASE AGREEMENT.
            --------------------------------------------------------------------
Except as modified by this First Amendment, the provisions of the Original Power
Purchase  Agreement  remain  in  full  force  and  effect.


IN  WITNESS  WHEREOF  the  parties hereto have executed this Amendment as of the
date  first  written  above.
ENTERGY  NUCLEAR  VERMONT  YANKEE,  LLC


By:  /s/Jerry  W.  Velverton
        --------------------
Name:  Jerry  W.  Velverton
Title:  President  and  CEO



VERMONT  YANKEE  NUCLEAR  POWER  CORPORATION


By:  /s/Bruce  W.  Wiggett
   -----------------------
Name:  Bruce  W.  Wiggett
Title:  Senior  Vice  President  of  Finance  and
Administration