EXHIBIT G

                  UNITED STATES OF AMERICA
                         Before the
             SECURITIES AND EXCHANGE COMMISSION


PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No. 35-__________/File No. 70-______________


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     In the Matter of              :
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     ENTERGY LOUISIANA, Inc.       :
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NOTICE OF APPLICATION-DECLARATION REQUESTING APPROVAL FOR
PAYMENT OF DIVIDENDS OR REPURCHASES OF COMMON STOCK OUT OF
CAPITAL OR UNEARNED SURPLUS

     Entergy Louisiana, Inc. ("ELI"), 4809 Jefferson
Highway, Jefferson, Louisiana 70121, a wholly owned
subsidiary of Entergy Corporation (Entergy"), 639 Loyola
Avenue, New Orleans, Louisiana  70113, a registered holding
company, has filed an application-declaration pursuant to
Section 12(c) of the Act and Rules 42, 46, 53 and 54
thereunder.

     ELI made a tax accounting election in 2001 that is
expected to provide a cash flow benefit to the company of
approximately $700-$800 million during the fourth quarter of
2002.  As of June 30, 2002, ELI had retained earnings of
approximately $193 million.  Subsequent to receipt of such
additional cash, but prior to December 31, 2003, ELI
proposes to make one or more dividend payments to Entergy
from capital surplus or to repurchase up to 46,000,000
shares of its Common Stock from Entergy, provided that the
aggregate of such dividends and Common Stock repurchases
will not exceed $350 million (the "Transaction Limit").  ELI
will pay book value ($7.75 per share at June 30, 2002) for
each share of Common Stock that it repurchases.

     ELI represents that, upon effecting any of the proposed
dividend payments or Common Stock repurchase transactions,
its common equity capital will not fall below 30% of its
total consolidated capitalization.  ELI further represents
that its cash position after any such payments will be
sufficient to allow it to continue to meet its projected
capital requirements and other obligations.  Therefore, the
proposed payments will not be detrimental to the financial
integrity or working capital of ELI and will also be in the
best interests of the public and Entergy, ELI's sole
shareholder.

     ELI further states that certain Supplemental Indentures
under ELI's April 1, 1944 Mortgage and Deed of Trust contain
covenants (the "Dividend Covenants") generally limiting the
aggregate amount of dividends/distributions on ELI's Common
Stock and repurchases by ELI of its Common Stock to the sum
of (a) the aggregate amount credited to earned surplus
subsequent to the date of the applicable Supplemental
Indenture, (b) a specific dollar amount set forth in the
applicable Supplemental Indenture, and (c) "such additional
amounts as shall be authorized or approved, upon application
by [ELI], by the Securities and Exchange Commission, or by
any successor commission thereto, under the Public Utility
Holding Company Act of 1935."  ELI anticipates that the
aggregate amount of dividends or Common Stock purchases
proposed herein will reduce the amount available to pay
dividends under this covenant by a like amount.
Accordingly, ELI also requests that the Commission
specifically authorize or approve "such additional amounts"
of dividends or Common Stock purchases as may be necessary
to implement the transactions proposed herein (up to the
$350 million Transaction Limit) for purposes of each
applicable Dividend Covenant.

     The application-declaration and any amendments thereto
are available for the public inspection through the
Commission's Office of Public Reference.  Interested persons
wishing to comment or request a hearing should submit their
views in writing no later than ________________, 2002, to
the Secretary, Securities and Exchange Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, and serve a copy on
the applicants-declarants at the address specified above.
Proof of service (by affidavit or, in case of an attorney at
law, by certificate) should be filed with the request.  Any
request for a hearing shall identify specifically the issues
of fact or law that are disputed.  A person who so requests
will be notified of any hearing, if ordered, and will
receive a copy of any notice or order issued in this matter.
After said date, the application-declaration, as filed or as
it may be amended, may be granted and permitted to become
effective.

     For the Commission, by the Office of Public Utility
Regulation, pursuant to delegated authority.


                              [NAME OF SECRETARY]
                              [Secretary]