35-CERT 1 a10302.txt UNITED STATES OF AMERICA BEFORE THE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. -----------------------------------------------X : In the Matter of : CERTIFICATE PURSUANT TO : RULE 24 ENTERGY LOUISIANA, INC. : : File No. 70-9141 : : (Public Utility Holding Company Act of 1935) : -----------------------------------------------X This is to certify, pursuant to Rule 24 under the Public Utility Holding Company Act of 1935, as amended, that the transactions described below, which were proposed by Entergy Louisiana, Inc. ("Company") in its Application-Declaration, as amended, in the above file, have been carried out in accordance with the terms and conditions of and for the purposes represented by said Application-Declaration, as amended, and pursuant to the orders of the Securities and Exchange Commission with respect thereto dated March 12, 1998 and March 26, 2002. On March 27, 2002, the Company issued and sold, by negotiated public offering, to Morgan Stanley & Co. Incorporated, as underwriters, $150,000,000 in aggregate principal amount of the Company's First Mortgage Bonds, 7.60% Series due April 1, 2032 ("Bonds"), issued pursuant to the Fifty-sixth Supplemental Indenture to the Company's Mortgage and Deed of Trust, as supplemented. Attached hereto and incorporated by reference are: Exhibit A-2(d) - Execution form of Fifty-sixth Supplemental Indenture relating to the Bonds. Exhibit B-2(d) - Execution form of Underwriting Agreement relating to the Bonds. Exhibit C-3(d) - Copy of the Prospectus being used in connection with the sale of the Bonds (previously filed in Registration No. 333-93683 and incorporated herein by reference). Exhibit F-1(f) - Post-effective opinion of Mark G. Otts, Senior Counsel - Corporate and Securities of Entergy Services, Inc., counsel for the Company. Exhibit F-2(f) - Post-effective opinion of Thelen Reid & Priest LLP, counsel for the Company. IN WITNESS WHEREOF, Entergy Louisiana, Inc. has caused this certificate to be executed this 4th day of April, 2002. ENTERGY LOUISIANA, INC. By: /s/ Steven C. McNeal Steven C. McNeal Vice President and Treasurer