Exhibit 10(a)

                1998 EQUITY OWNERSHIP PLAN OF
            ENTERGY CORPORATION AND SUBSIDIARIES


                  Certificate of Amendment
                       Amendment No. 4


     THIS INSTRUMENT, executed this 25th day of April, 2002,
but made effective as of December 10, 2001 ("Effective
Date"), constitutes the Fourth Amendment of the 1998 Equity
Ownership Plan of Entergy Corporation and Subsidiaries (the
"Plan").

     All capitalized terms used in this document shall have
the meanings assigned to them in the Plan unless otherwise
defined in this document.

     Pursuant to Section 9.1 of the Plan giving the
Committee the right to amend the Plan, the Plan is hereby
amended as follows:


    1. To expressly recognize that Participants may formally
       designate beneficiary(ies) to exercise their rights
       regarding previously granted Options in the event of  a
       Participant's death, Plan Section 5.1(e) is amended by
       adding a sentence at the end of that Section to read as
       follows:

       The Participant may designate one or more
       beneficiaries who shall be entitled to exercise the
       Participant's rights hereunder following the death
       of the Participant.  Such designation shall be made
       on a form supplied by the Committee.  In the absence
       of a valid beneficiary designation, the
       Participant's rights hereunder shall pass pursuant
       to the Participant's will or by the laws of descent
       and distribution.

    2. To expressly recognize that Participants may formally
       designate beneficiary(ies) to exercise their rights
       regarding previously granted Equity Awards (including, but
       not limited to Restricted Share Units and Performance Share
       Units), Plan Section 8.6 is amended by adding a sentence at
       the end of that Section to read as follows:

       The Participant may designate one or more
       beneficiaries who shall be entitled to exercise the
       Participant's rights hereunder following the death
       of the Participant.  Such designation shall be made
       on a form supplied by the Committee.  In the absence
       of a valid beneficiary designation, the
       Participant's rights hereunder shall pass pursuant
       to the Participant's will or by the laws of descent
       and distribution.

    3. To recognize and clarify that Participants'
       deferral elections under Article XII should not be
       limited to a minimum percentage amount, Plan Section
       12.3 of the Plan is hereby amended by removing
       therefrom the parenthetical phrase "(in 10 percent
       increments)" where such phrase now appears in that
       Section.

    4. To recognize and clarify that all amounts deferred
       in accordance with Article XII are payable to the
       Participant in Entergy Corporation common stock,
       which at the election of the Participant may then be
       sold by the Employer as of the Deferral Receipt Date
       and the cash proceed therefrom distributed to the
       Participant, the last sentence of Plan Section 12.6
       is hereby amended in its entirety to read as follows:

       As soon as reasonably practicable following the
       System Management Participant's Deferral Receipt
       Date with respect to a Deferred Amount, the Employer
       shall pay to the System Management Participant in
       shares of Common Stock, which Common Stock the
       Employer may then direct a third party to sell if
       the System Management Participant wants cash, an
       amount equal to (i) the Fair Market Value of a share
       of Common Stock on the Deferral Receipt Date,
       multiplied by the number of units then credited to
       the System Management Participant's account
       (including units awarded in respect of reinvested
       Dividend Equivalents) with respect to such Deferred
       Amount, less (ii) all applicable estimated federal
       and state income and employment tax amounts required
       to be withheld in connection with such payment.


IN WITNESS WHEREOF, the Personnel Committee has caused this
Fourth Amendment to the 1998 Equity Ownership Plan of
Entergy Corporation and Subsidiaries to be executed by its
duly authorized representative on the day, month, and year
above set forth.

                         PERSONNEL COMMITTEE
                         through the undersigned duly
	 		  authorized representative

                         __________________________
                         WILLIAM E. MADISON
                         Senior Vice-President,
                         Human Resources and Administration
                         for Entergy Services, Inc.