U-1/A

File No. 70-10086

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form U-1
Pre-Effective Amendment No. 4

___________________________________

APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

___________________________________

Entergy Louisiana, Inc.
639 Loyola Avenue
New Orleans, LA 70113
 

(Name of company filing this statement and address
of principal executive offices)

___________________________________

Entergy Corporation
(Name of top registered holding company parent of each
applicant or declarant)

___________________________________

Renae Conley
President
Entergy Louisiana, Inc.
639 Loyola Avenue
New Orleans, LA 70113 Steven C. McNeal
Vice President and Treasurer
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, LA 70113

(Names and addresses of agents for service)

___________________________________

The Commission is also requested to send copies of any
communications in connection with this matter to:

Mark W. Hoffman, Esq.
Mark G. Otts, Esq.
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, LA 70113
(504) 576-5228
(504) 576-4150 (fax) William T. Baker, Jr.
Kimberly M. Reisler
Thelen Reid & Priest LLP
40 W. 57^th Street
New York, New York 10019
(212) 603-2000
(212) 603-2001 (fax)

This Application-Declaration is amended and restated in its entirety as follows:

Item 1. Description of Proposed Transaction.

1.1 Introduction.

This Application-Declaration seeks authorization and approval of the Commission with respect to the ongoing financing activities of Entergy Louisiana, Inc. ("ELI") and the creation of specified types of new subsidiaries relating thereto.

1.2 Description of Entergy Louisiana, Inc.

ELI, a Louisiana corporation, is a wholly-owned public utility subsidiary of Entergy Corporation ("Entergy"), a registered holding company under the Public Utility Holding Company Act of 1935, as amended (the "Holding Company Act").

1.3 Description of ELI's Current Financing Authority.

By order dated March 12, 1998, ELI is authorized to engage in a program of external financing and related transactions through December 31, 2002 (the "Current Order"). Specifically, the Commission authorized ELI to (i) issue and sell up to a combined aggregate principal amount of $600 million of first mortgage bonds and/or debentures, with maturities not later than forty years and fifty years, respectively, (ii) issue and sell up to a combined aggregate principal amount of $260 million of preferred stock and equity-linked securities, and (iii) enter into arrangements for the issuance and sale of tax-exempt bonds in an aggregate principal amount of up to $420 million for the financing of pollution control facilities and sewage and/or solid waste disposal facilities, including the issuance and pledge of first mortgage bonds issued as collateral security for such tax-exempt bonds in an aggregate principal amount of up to $455 million (such $455 million was not included in the $600 million refe renced in (i) above).

1.4 Summary of Requested Approvals. ELI requests approval for a program of external financing and other related proposals for the period through March 31, 2006 ("Authorization Period"), as follows:

1. ELI requests authority to issue and sell from time to time first mortgage bonds ("First Mortgage Bonds"), preferred stock ("Preferred Stock"), unsecured long-term indebtedness ("Long-term Debt") and, directly or indirectly through one or more financing subsidiaries (as described in Item 1.4(iv) below), other forms of preferred or equity-linked securities ("Equity Interests") relating to the issuance of such Equity Interests, in all such cases having maturities of up to 50 years in a combined aggregate amount of up to $750 million;
2. In connection with the issuance of Equity Interests, ELI requests authority to issue Notes (as defined below) to the extent of the related issuance of Equity Interests and Equity Contribution (as defined below);
3. ELI intends to enter into arrangements for the issuance and sale from time to time of tax-exempt bonds ("Tax-exempt Bonds"), in an aggregate principal amount of up to $420 million, for the financing or refinancing of certain pollution control facilities and/or solid waste disposal facilities. In connection with the issuance and sale of such Tax-exempt Bonds, ELI requests authority to issue and pledge collateral bonds (first mortgage bonds issued as collateral security for such tax-exempt bonds) ("Collateral Bonds") in an aggregate principal amount of up to $470 million (such $470 million is not included in the $750 million referenced in (i) above);
4. ELI requests authority (a) to acquire the equity securities of one or more Financing Subsidiaries (as defined below) and/or Special Purpose Subsidiaries (as defined below) and/or Partner Subs (as defined below), organized solely to facilitate financing as discussed below in Section 1.7, (b) to guarantee the securities issued by such Financing Subsidiaries and/or Special Purpose Subsidiaries, to the extent not exempt pursuant to Rule 45(b) and Rule 52, and (c) to have the Financing Subsidiaries and/or Special Purpose Subsidiaries pay ELI, either directly or indirectly, dividends out of capital;
5. ELI represents that at all times during the Authorization Period, ELI and Entergy will each maintain common equity of at least 30% of total capitalization1 (based upon the financial statements filed with the most recent quarterly report on Form 10-Q or annual report on Form 10-K); and
6. ELI represents that no guarantees or other securities will be issued in reliance upon the authorization that may be granted by the Commission in accordance with this Application-Declaration, unless (1) the security to be issued, if rated, is rated investment grade; (2) all outstanding securities of ELI that are rated are rated investment grade; and (3) all outstanding securities of Entergy that are rated are rated investment grade (collectively, the "Investment Grade Ratings Criteria"). For purposes of this provision, a security will be deemed to be rated "investment grade" if it is rated investment grade by Moody's Investors Service, Standard & Poor's, Fitch Ratings or any other nationally recognized statistical rating organization ("NRSRO"), as that term is used in paragraphs (c) (2) (vi) (E), (F) and (H) of rule 15c3-1 under the Securities Exchange Act of 1934. ELI further requests that the Commission reserve jurisdiction over the issuance of any guarantee or other security at any time that one or more of the Investment Grade Ratings Criteria are not satisfied.

1.5 Use of Proceeds.

The proceeds from the financings authorized by the Commission pursuant to this Application-Declaration will be used for ELI's general corporate purposes, including (i) financing its capital expenditures, (ii) repaying, redeeming, refunding or purchasing any of its securities pursuant to Rule 42 and/or those issued on ELI's behalf pursuant to Section 9(c)(1), and (iii) financing its working capital requirements.

1.6 Description of Proposed Financing Program.

ELI requests authority to issue and sell from time to time during the Authorization Period First Mortgage Bonds, Long-term Debt, Preferred Stock and Equity Interests up to a combined aggregate principal amount of $750 million. ELI also intends to enter into arrangements for the issuance and sale on its behalf of up to an aggregate principal amount of $420 million of Tax-exempt Bonds (and, in connection therewith, ELI requests authority to issue and pledge up to an aggregate principal amount of $470 million of Collateral Bonds, which $470 million is not included in the $750 million referenced herein).

Entergy contemplates that the First Mortgage Bonds, Long-term Debt, Tax-exempt Bonds (including Collateral Bonds, if any), Preferred Stock, and Equity Interests would be issued and sold directly to one or more purchasers in negotiated transactions or to one or more investment banking or underwriting firms or other entities who would resell such securities without registration under the Securities Act of 1933 (the "Securities Act") in reliance upon one or more applicable exemptions from registration thereunder, or to the public in transactions registered under the Securities Act either (i) through underwriters selected by negotiation or competitive bidding or (ii) through selling agents, acting either as agent or as principal, for resale to the public either directly or through dealers.

1.6.1 First Mortgage Bonds. ELI proposes to issue First Mortgage Bonds pursuant to its Mortgage and Deed of Trust, dated as of April 1, 1944, to The Bank of New York (successor to Bank of Montreal Trust Company and The Chase National Bank of the City of New York), and Stephen J. Giurlando (successor to Mark F. McLaughlin, Z. George Klodnicki and Carl E. Buckley), as Trustees, and as proposed to be further supplemented by additional supplemental indenture(s) ("Supplemental Indenture"), each relating to one or more new series of First Mortgage Bonds (the "Mortgage"). The First Mortgage Bonds would be issued on the basis of unfunded net property additions and/or previously retired bonds, as permitted and authorized by the Mortgage. First Mortgage Bonds (a) may be subject to optional and/or mandatory redemption, in whole or in part, at par or at premiums above the principal amount thereof, (b) may be entitled to mandatory or optional sinking fund provisions, (c) may be issued at fixed or floating rates of interest, (d) may provide for reset of the coupon pursuant to a remarketing arrangement, (e) may be called from existing investors by a third party, (f) may be backed by a bond insurance policy and (g) will have a maturity ranging from one year to 50 years.

The maturity dates, interest rates, redemption and sinking fund provisions and conversion features, if any, with respect to First Mortgage Bonds of a particular series, as well as any associated placement, underwriting or selling agent fees, commissions and discounts, if any, will be established by negotiation or competitive bidding. The interest rate on First Mortgage Bonds will not exceed at the time of issuance the greater of (a) 500 basis points over U.S. Treasury securities having a remaining term comparable to the term of such series, if issued at a fixed rate, or 500 basis points over the London Interbank Offered Rate ("LIBOR") for the relevant interest rate period, if issued at a floating rate, and (b) a spread over U.S. Treasury securities or LIBOR, as the case may be, that is consistent with similar securities of comparable credit quality and maturities issued by other companies.

In each Supplemental Indenture relating to a series of First Mortgage Bonds, ELI may covenant that, so long as any First Mortgage Bonds of such series remain outstanding, ELI will not pay any cash dividends on common stock except from credits to retained earnings, plus a specified amount, plus such additional amounts as shall be approved by the Commission. However, ELI may determine not to include any provisions restricting its ability to pay common stock dividends.

1.6.2 Long-term Debt. ELI, directly or through a Financing Subsidiary, also proposes to issue and sell from time to time long-term indebtedness. Long-term Debt of a particular series (a) will be unsecured, (b) may be convertible into any other securities of ELI (except common stock), (c) will have a maturity ranging from one year to 50 years, (d) may be subject to optional and/or mandatory redemption, in whole or in part, at par or at premiums above the principal amount thereof, (e) may be entitled to mandatory or optional sinking fund provisions, (f) may provide for reset of the coupon pursuant to a remarketing arrangement, (g) may be issued at fixed or floating rates of interest and (h) may be called from existing investors by a third party.

The maturity dates, interest rates, redemption and sinking fund provisions and conversion features, if any, with respect to Long-term Debt of a particular series, as well as any associated placement, underwriting or selling agent fees, commissions and discounts, if any, will be established by negotiation or competitive bidding. The interest rate on Long-term Debt will not exceed at the time of issuance the greater of (a) 500 basis points over U.S. Treasury securities having a remaining term comparable to the term of such series, if issued at a fixed rate, or 500 basis points over LIBOR for the relevant interest rate period, if issued at a floating rate, and (b) a spread over U.S. Treasury securities or LIBOR, as the case may be, that is consistent with similar securities of comparable credit quality and maturities issued by other companies.

1.6.3 Preferred Stock and Equity Interests. ELI proposes to issue and sell shares of its Preferred Stock, Cumulative, $100 Par Value ("$100 Preferred"), or Preferred Stock, Cumulative, $25 Par Value ("$25 Preferred"), as currently authorized by its Restated Articles of Incorporation, as amended ("Articles"). In accordance with the Articles, ELI had authorized and unissued at June 30, 2002, 3,865,000 shares of $100 Preferred and 20,520,000 shares of $25 Preferred. In addition to these denominations, if Preferred Stock shares with different denominations are likely to have a materially better market reception than shares of $100 Preferred or $25 Preferred respectively, ELI may issue and sell such series of Preferred Stock to underwriters for deposit, then deliver to purchasers in a subsequent public offering. ELI also seeks to have the flexibility to issue Equity Interests directly or indirectly through one or more special-purpose Finance Subsidiaries (see Item 1.7, below) (including specifically, trust preferred securities).

Preferred Stock or Equity Interests may be issued in one or more series with such rights, preferences and priorities, including those related to redemption, as may be designated in the instrument creating each such series, as determined by ELI's board of directors or an officer authorized thereby. Preferred Stock or Equity Interests may be redeemable or may be perpetual in duration. The dividend rate on any series of Preferred Stock or Equity Interests will not exceed at the time of issuance the greater of (a) 500 basis points over the yield to maturity of a U.S. Treasury security having a remaining term comparable to the term of such series, if issued at a fixed rate, or 500 basis points over LIBOR for the relevant interest rate period, if issued at a floating rate, and (b) a rate that is consistent with similar securities of comparable credit quality and maturities issued by other companies. Dividends or distributions on Preferred Stock or Equity Interests, each of which may be issued at fixed or floating dividend or distribution rates, will be made periodically and to the extent funds are legally available for such purpose, but may be made subject to terms which allow the issuer to defer dividend payments for specified periods.

1.6.4 Tax-exempt Bonds (including Collateral Bonds, if any). ELI intends to enter into arrangements for the issuance by one or more governmental authorities (each, an "Issuer") on behalf of ELI of up to $420 million in aggregate principal amount of Tax-exempt Bonds (and, in connection therewith, ELI requests authority to issue up to $470 million in aggregate principal amount of ELI Collateral Bonds, which $470 million is not included in the $750 million referenced in Section 1.6.1 above), and ELI proposes to enter into one or more leases, subleases, installment sale agreements or other agreements and/or supplements and/or amendments thereto (collectively, the "Facilities Agreement"), or to enter into one or more refunding agreements and possible supplements and/or amendments thereto (collectively, the "Refunding Agreement") with the respective Issuer(s) that will contemplate the issuance and sale by the Issuer(s) of one or more series of Tax-exempt Bonds in an aggregate principal amount of up to $420 million pursuant to one or more trust indentures and/or supplements thereto (individually and collectively, the "Indenture") between the Issuer(s) and one or more trustees. Pursuant to the terms of each Facilities Agreement and/or each Refunding Agreement, ELI will be obligated to make payments sufficient to provide for payment by the Issuer(s) of the principal or redemption price of, premium (if any) and interest on, and other amounts owing with respect to the Tax-exempt Bonds, together with related expenses.

The proceeds of the sale of Tax-exempt Bonds will be applied to financing, or refinancing tax-exempt bonds issued for the purpose of financing, certain ELI pollution control facilities and/or sewage or solid waste disposal facilities. Pursuant to the terms of each Facilities Agreement, ELI will agree to purchase, acquire, construct and install such facilities unless the facilities are already in operation. In addition, pursuant to the terms of such Facilities Agreement, the respective Issuer(s) may acquire by purchase from ELI the subject pollution control and/or sewage or solid waste disposal facilities that ELI will then repurchase from such Issuer(s).

The Tax-exempt Bonds of a particular series (a) will have a maturity ranging from one year to 40 years, (b) may be subject to optional and/or mandatory redemption, in whole or in part, at par or at premiums above the principal amount thereof, (c) may be entitled to mandatory or optional sinking fund provisions, (d) may provide for reset of the coupon pursuant to a remarketing arrangement, (e) may be issued at fixed or floating rates of interest, (f) may be called from existing investors by a third party, (g) may be backed by a municipal bond insurance policy, (h) may be supported by credit support such as a bank letter of credit and reimbursement agreement, (i) may be supported by a lien subordinate to the Mortgage on the facilities related to such Tax-exempt Bonds and (j) may be supported by the issuance and pledge of Collateral Bonds.

The maturity dates, interest rates, redemption and sinking fund provisions and conversion features, if any, with respect to Tax-exempt Bonds of a particular series, as well as any associated placement, underwriting or selling agent fees, commissions and discounts, if any, will be established by negotiation or competitive bidding. The interest rate on Tax-exempt Bonds will not exceed at the time of issuance the greater of (a) 400 basis points over U.S. Treasury securities having a remaining term comparable to the term of such series, if issued at a fixed rate, or 400 basis points over LIBOR for the relevant interest rate period, if issued at a floating rate, and (b) a spread over U.S. Treasury securities or LIBOR, as the case may be, that is consistent with similar securities of comparable credit quality and maturities issued on behalf of companies.

1.7 Financing Subsidiaries and Special Purpose Subsidiaries.

ELI requests authority to acquire, directly or indirectly, the equity securities of one or more Financing Subsidiaries and/or Special Purpose Subsidiaries and/or Partner Subs, which would be organized specifically for the purpose of facilitating the issuance of Equity Interests which would be reported by ELI on its financial statements or the footnotes relating thereto. ELI represents that it has in place sufficient internal controls to enable it to monitor the creation and use of any such entities2.

No Financing Subsidiary or Special Purpose Subsidiary shall acquire or dispose of, directly or indirectly, any interest in any "utility asset," as that term is defined under the Holding Company Act.

1.7.1 Financing Subsidiaries. ELI proposes to acquire all of the outstanding shares of common stock or other equity interests of one or more Financing Subsidiaries. The financing subsidiaries to be so organized are herein referred to individually as a "Financing Subsidiary" and collectively as the "Financing Subsidiaries." In connection with such financing transactions, ELI may enter into one or more guarantee or other credit support agreements in favor of a Financing Subsidiary.

ELI has heretofore created one direct Financing Subsidiary pursuant to the authority contained in the Current Order in order to increase the tax efficiencies of its operations. Any Financing Subsidiary or Special Purpose Subsidiary organized by ELI pursuant to the authority granted by the Commission in this proceeding shall be organized only if, in management's opinion, the creation and utilization of such Financing Subsidiary or Special Purpose Subsidiary, will likely result in tax savings, increased financial flexibility, increased access to capital markets and/or lower cost of capital for ELI.

1.7.2 Special Purpose Subsidiaries. In connection with the issuance of certain types of Equity Interests, ELI and/or a Financing Subsidiary proposes to organize one or more separate special purpose subsidiaries as any one or any combination of (a) a limited liability company under the Limited Liability Company Act (the "LLC Act") of the State of Delaware or other jurisdiction considered advantageous by ELI, (b) a limited partnership under the Revised Uniform Limited Partnership Act of the State of Delaware or other jurisdiction considered advantageous by ELI, (c) a business trust under the Business Trust Act of the State of Delaware or other jurisdiction considered advantageous by ELI, or (d) any other domestic entity or structure that is considered advantageous by ELI. The special purpose subsidiaries to be so organized are herein referred to individually as a "Special Purpose Subsidiary" and collectively as the "Special Purpose Subsidiaries." In the eve nt that any Special Purpose Subsidiary is organized as a limited liability company, ELI or a Financing Subsidiary may also organize a second special purpose wholly-owned subsidiary under the General Corporation Law of the State of Delaware or other jurisdiction ("Partner Sub") for the purpose of acquiring and holding Special Purpose Subsidiary membership interests in order to comply with any requirement under the applicable law that a limited liability company have at least two members. In the event that any Special Purpose Subsidiary is organized as a limited partnership, ELI or a Financing Subsidiary also may organize a Partner Sub for the purpose of acting as the general partner of such Special Purpose Subsidiary and may acquire, either directly or indirectly through such Partner Sub, a limited partnership interest in such Special Purpose Subsidiary to ensure that such Special Purpose Subsidiary will have a limited partner to the extent required by applicable law.

ELI, a Financing Subsidiary and/or a Partner Sub will acquire all of the common stock or all of the general partnership or other common equity interests, as the case may be, of any Special Purpose Subsidiary for an amount not less than the minimum required by any applicable law (i.e., the aggregate of the equity accounts of such Special Purpose Subsidiary) (the aggregate of such investment by ELI, a Financing Subsidiary and/or a Partner Sub being referred to herein as the "Equity Contribution"). ELI and/or a Financing Subsidiary may issue and sell to any Special Purpose Subsidiary, at any time or from time to time in one or more series, unsecured subordinated debentures, unsecured promissory notes or other unsecured debt instruments (individually, a "Note" and collectively, the "Notes") governed by an indenture or other document, and such Special Purpose Subsidiary will apply both the Equity Contribution made to it and the proceeds from the sale of Equity Inte rests by it from time to time to purchase Notes. Alternatively, ELI and/or a Financing Subsidiary may enter into a loan agreement or agreements with any Special Purpose Subsidiary under which such Special Purpose Subsidiary will loan to ELI and/or a Financing Subsidiary both the Equity Contribution to such Special Purpose Subsidiary and the proceeds from the sale of Equity Interests by such Special Purpose Subsidiary from time to time, and ELI and/or such Financing Subsidiary will issue to such Special Purpose Subsidiary Notes evidencing such borrowings. The Financing Subsidiary or the Special Purpose Subsidiary will then transfer (directly or indirectly) such proceeds to ELI resulting in its payment of dividends out of capital to ELI. The terms (e.g., interest rate, maturity, amortization, prepayment terms, default provisions, etc.) of any such Notes would generally be designed to parallel the terms of the Equity Interests to which the Notes relate (the maximum principal amount of such Notes will not exc eed the aggregate of the related Equity Contribution and Equity Interests).

ELI or any Financing Subsidiary also proposes to guarantee solely in connection with the issuance of Equity Interests by a Special Purpose Subsidiary (i) payment of dividends or distributions on such securities by the Special Purpose Subsidiary if and to the extent such Special Purpose Subsidiary has funds legally available therefor, (ii) payments to the holders of such securities due upon liquidation of such Special Purpose Subsidiary or redemption of the Equity Interests of such Special Purpose Subsidiary, and (iii) certain additional amounts that may be payable in respect of such Equity Interests. Alternatively, ELI may provide credit support for any such guarantee that is provided by a Financing Subsidiary.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of any Special Purpose Subsidiary, the holders of Equity Interests issued by such Special Purpose Subsidiary will be entitled to receive, out of the assets of such Special Purpose Subsidiary available for distribution to its shareholders, partners or other owners (as the case may be), an amount equal to the par or stated value or liquidation preference of such Equity Interests plus any accrued and unpaid dividends or distributions.

The constituent instruments of each Special Purpose Subsidiary will provide, among other things, that such Special Purpose Subsidiary's activities will be limited to the issuance and sale of Equity Interests from time to time and the lending to a Financing Subsidiary or Partner Sub of (i) the proceeds thereof and (ii) the Equity Contribution to such Special Purpose Subsidiary, and certain other related activities.

The amount of any long-term debt or preferred securities issued by any Finance Subsidiary shall be counted against any limitation on the amounts of similar types of securities that ELI may issue directly, as set forth in this Application-Declaration (see Item 1.6, above) or in any other Application-Declaration that may be filed in the future, to the extent that ELI guarantees such securities.

1.8 Statements under Rule 24.

ELI proposes to file statements pursuant to Rule 24 within 10 days after the consummation of any financing transaction involving Special Purpose Subsidiaries authorized herein, containing the following: (a) a representation that the financial statements of ELI account for all Special Purpose Subsidiaries in accordance with generally accepted accounting principles; (b) a description of each Special Purpose Subsidiary, including the following information: (i) its name; (ii) the value of ELI's direct or indirect, through a Financing Subsidiary, investment in it; (iii) the balance sheet account where the investment and the cost of the investment are booked; (iv) the amount invested in the subsidiary by ELI, either directly or through a Financing Subsidiary; (v) the form of organization (e.g., corporation, limited partnership, trust, etc.); (vi) the percentage owned by ELI, either directly or through a Financing Subsidiary; (vii) the identities of all other owners, if the Special Purpose Subsidiary is not 100% owned by ELI, either directly or through a Financing Subsidiary; (viii) the purpose of the investment in the subsidiaries; (ix) the amounts and types of securities to be issued by the subsidiaries; (c) the amount of consideration received; (d) the amount of any guarantee and/or Notes issued in connection with such offering; and (e) to the extent any securities are issued by any entity as authorized in this File, which securities are not set forth on the balance sheet of ELI, then the terms and conditions of such securities will be included.

Item 2. Fees, Commissions and Expenses.

The fees, commissions and expenses, including underwriting fees, arrangement fees and up-front fees, incurred or to be incurred in connection with the transactions proposed herein will not exceed 5% of the proceeds of such transactions in the case of First Mortgage Bonds, Long-term Debt, Preferred Stock, Equity Interests and/or Tax-exempt Bonds.

Item 3. Applicable Statutory Provisions.

3.1 General.

Sections 6(a) and 7 of the Holding Company Act are applicable to the issuance and sale of First Mortgage Bonds, Preferred Stock, other forms of preferred or equity-linked securities (including any Notes relating thereto) and Long-term Debt by ELI. Sections 9(a)(1) and 10 of the Holding Company Act are also applicable to ELI's acquisition of the equity securities of any Finance Subsidiary, Special Purpose Subsidiary and/or Partner Sub. Section 12(b) and Rule 45 are applicable to the issuance of any guarantee by ELI and/or any Financing Subsidiary relating to the issuance of Preferred Securities by any Financing Subsidiary and/or any Special Purpose Subsidiary. Section 12(c) and Rule 46 are applicable to the payment of dividends out of capital by any Financing Subsidiary or Special Purpose Subsidiary. Section 12(d) and Rule 44 are applicable to the disposition of the facilities in connection with the issuance of Tax-exempt Bonds on behalf of ELI, and Sections 9(a) and 10 are applicable to their reacquisition. Sections 6(a) and 7 are applicable to the execution of the Facilities Agreement or Refunding Agreement entered into by ELI in connection with the issuance of such Tax-exempt Bonds.

3.2 Compliance with Rules 53 and 54.

The proposed transactions are subject to Section 32(f)(4) of the Holding Company Act and Rule 54 thereunder. In determining whether to approve the issue or sale of a security by a registered holding company for purposes other than the acquisition of an exempt wholesale generator ("EWG") or foreign utility company ("FUCO") (as defined in Sections 32 and 33 under the Holding Company Act, respectively), or other transactions by such registered holding company or its subsidiaries other than with respect to EWGs or FUCOs, (EWGs and FUCOs, collectively, "Exempt Projects") the Commission shall not consider the effect of the capitalization or earnings of any subsidiary which is an EWG or FUCO upon the registered holding company system if Rules 53(a), (b) and (c) are satisfied. ELI hereby represents that, pursuant to Rule 54 under the Act, (1) for the reasons discussed below, the condition set forth in Rule 53(a)(1) that Entergy's "aggregate investment&qu ot; in EWGs and FUCOs not exceed 50% of Entergy's "consolidated retained earnings" is not currently satisfied, and (2) all of the other criteria of Rule 53(a) and (b) are satisfied. Specifically, Entergy and its subsidiary companies (collectively, the "Entergy System") have complied with, and will continue to comply with, the record keeping requirements of Rule 53(a)(2), the limitation in Rule 53(a)(3) on the use of the Entergy System domestic public utility subsidiary companies' personnel in rendering services to affiliated EWGs and FUCOs, and with the requirements of Rule 53(a)(4) concerning the submission of certain filings and reports under the Holding Company Act to retail regulatory commissions. Finally, none of the conditions set forth in Rule 53(b), under which the provisions of Rule 53 would not be available, have been met.

With respect to the condition set forth in clause (1) of Rule 53(a), Entergy's "aggregate investment" in Exempt Projects (approximately $2.4 billion) is equal to approximately 56% of Entergy's "consolidated retained earnings" as of September 30, 2003 (approximately $4.3 billion). Entergy's aggregate investment in Exempt Projects currently exceeds the 50% limitation in Rule 53(a)(1) as a result of increased investments in EWGs relating to the acquisition and/or construction of "eligible facilities" (as defined in Section 32).

Although Entergy's current aggregate investment in EWGs and FUCOs exceeds the limit specified in Rule 53(a)(1), by order dated June 13, 2000 (HCAR No. 27184) (the "June 2000 Order"), the Commission authorized Entergy to make investments in amounts up to 100% of its consolidated retained earnings in Exempt Projects and, therefore, Entergy's aggregate investment in such Exempt Projects is within the parameters authorized in the June 2000 Order. However, even if Entergy was determined not to be in compliance with Rule 54 as a result of its failure to satisfy the requirements set by Rule 53(a)(1), and the effect upon the Entergy System of the capitalization and earnings of EWGs and FUCOs in which Entergy has an ownership interest was considered, there would be no basis for the Commission to withhold or deny approval for the proposed transactions in this Application-Declaration. The action requested in the instant filing, considered in conjunction with the effect of the capitalizati on and earnings of Entergy's EWGs and FUCOs, would not have a material adverse effect on the financial integrity of the Entergy System, or an adverse impact on Entergy's public-utility customers, for the following reasons:

(1) As of September 30, 2003, Entergy's aggregate investment in Exempt Projects is equal to 14% of Entergy's total consolidated capitalization, 13% of consolidated net utility plant and 19% of the market value of Entergy's common stock. As of March 31, 2000, the most recent calendar quarter preceding the June 2000 Order, Entergy's aggregate investment in Exempt Projects was equal to 7% of Entergy's total capitalization, 7% of Entergy's consolidated net utility plant and 24% of the market value of Entergy's outstanding common stock.

(2) Entergy's consolidated retained earnings have grown by an average of 8% annually during the period since the Commission issued its June 2000 Order (i.e., from June 30, 2000 through September 30, 2003).

(3) Income from Entergy's investments in Exempt Projects has contributed positively to its overall earnings during the period since the Commission issued the June 2000 Order.

(4) As of March 31, 2000, the most recent calendar quarter preceding the June 2000 Order, Entergy's consolidated capitalization ratio was approximately 50.0% debt and approximately 50.0% equity, consisting of approximately 5.0% preferred stock and approximately 45.0% common stock. As of September 30, 2003, Entergy's consolidated capitalization ratio was approximately 48.4% debt and approximately 51.6% equity, consisting of approximately 2% preferred stock and approximately 49.6% common stock. These ratios are within industry ranges set by the independent debt rating agencies for BBB-rated electric utility companies.

(5) Each of the considerations set forth in the June 2000 Order, in support of Entergy's assertion that its existing and proposed level of investment in Exempt Projects would not have an adverse impact on any Entergy operating utility subsidiaries or their ratepayers, or on the ability of interested state commissions to protect the utilities and their customers, continues to apply, as of the date of this Application-Declaration.

Accordingly, since the date of the June 2000 Order, the capitalization and earnings attributable to Entergy's investments in EWGs and FUCOs have not had an adverse impact on Entergy's financial integrity.

Except to the extent otherwise authorized in the June 2000 Order or any subsequent order issued by the Commission, Entergy will maintain compliance with all of the conditions of Rule 53.

Item 4. Regulatory Approval.

No state commission, and no federal commission, other than the Commission, has jurisdiction over any of the transactions proposed in this Application Declaration. The Louisiana Public Service Commission exercises jurisdiction over ELI's retail rates and services.

Item 5. Procedure.

The Commission is requested to publish a notice under Rule 23 with respect to the filing of this Application-Declaration as soon as practicable. ELI requests that the Commission's order authorizing the proposed transactions be issued not later than December 1, 2002, as ELI's current financing authority which this file would replace expires December 31, 2002, and that there should not be a 30-day waiting period between issuance of the Commission's order and the date on which the order is to become effective. ELI hereby waives a recommended decision by a hearing officer or any other responsible officer of the Commission and consents that the Division of Investment Management may assist in the preparation of the Commission's decision and/or order, unless the Division opposes the matters proposed herein.

Item 6. Exhibits and Financial Statements.

A. Exhibits.

A-1 Amended and Restated Articles of Incorporation of Entergy Louisiana, Inc. effective November 15, 1999 (incorporated by reference to Exhibit 3(a) to Form S-3 in File No. 333-93683).

A-2 By-Laws of Entergy Louisiana, Inc., as amended November 26, 1999, and as presently in effect (incorporated by reference to Exhibit 3(b) to Registration Statement on Form S-3 in File No. 333-93683).

A-3 Mortgage and Deed of Trust, dated as of April 1, 944, as amended by fifty-six supplemental indentures (filed, respectively, as the exhibits and in the file numbers indicated: A-1 in File No. 70-875 (Mortgage); A-2 in File No. 70-1447 (First); A-1(c) in File No. 70-2497 (Second); A-5 in File No. 70-3126 (Third); A-6 in File No. 70-3297 (Fourth); A-6 in File No. 70-3539 (Fifth); A-7 in File No. 70-3862 (Sixth); A-8 in File No. 70-4209 (Seventh); A-2 in File No. 70-4350 (Eighth); A-2 in File No. 70-4439 (Ninth); A-2 in File No. 70-4512 (Tenth);A-2 in File No.70-4585 (Eleventh); A-2 in File No. 70-4700 (Twelfth); A-2 in File No. 70-4793 (Thirteenth); A-2 in File No. 70-4921 (Fourteenth); A-2 in File No. 70-4982 (Fifteenth); A-2 in File No. 70-5122 (Sixteenth); A-2(a) in File No. 70-5242 (Seventeenth); A-2 in File No. 70-5330 (Eighteenth); A-2 in File No. 70-5449 (Ninteenth); A-2 in File No. 70-5550- (Twentieth); A-6 in File No. 70-5598 (Twenty-first); A-2 in File No. 70-5711 (Twenty-second); A-2 in Fil e No. (Twenty-third); C-1 to Rule 24 Certificate in File No. 70-6102 (Twenty-fourth); C-1 to Rule 24 Certificate in File No. 70-6169 (Twenty-fifth); C-1 to Rule 24 Certificate in File No. 70-6278 (Twenty-sixth); C-1 to Rule 24 C4ertificate in File No. 70-6355 (Twenty-seventh); C-1 to Rule 24 Certificate in File No. 70-6508 (Twenty-eighth); C-1 to Rule 24 Certificate in File No. 70-6556 (Twenty-ninth); C-1 to Rule 24 Certificate dated December1, 1981, in File No. 70-6635 (Thirtieth); C-1 to Rule 24 Certificate dated March 1, 1983, in File No. 70-6834 (Thirty-first); C-1 to Rule 24 Certificate dated September 1, 1983, in File No. 70-6886 (Thirty-second); C-1 to Rule 24 Certificate dated August 30,1984, in File No. 70-6993 (Thirty-third); C-2 to Rule 24 Certificate dated November 7, 1984, in File No. 70-6993 (Thirty-fourth); C-3 to Rule 24 Certificate dated December 19, 1984, in File No. 70-6993 (Thirty-fifth); A-2(a) to Rule 24 Certificate, in File No. 70-7166 (Thirty-sixth); A-2(a) in File No. 70-7226 (Thirty - -seventh); C-1 to Rule 24 Certificate in File No.70-7270 (Thirty-eighth); 4(a) to Quarterly Report on Form 10-Q for the Quarter ended June 30, 1988 in File No. 1-8474 (Thirty-ninth); A-2 to Rule 24 Certificate dated December 23, 1988, in File No. 70-7553 (Fortieth); A-2(d) to Rule 24 Certificate datedApril12, 1990, in File No. 70-7553 (Forty-first); A-3(a) to Rule 24 Certificate dated August 9, 1991, in File No. 70-7822 (Forty-second); A-3(b) to Rule 24 Certificate dated April 23, 1992, in File No. 70-7822 (Forty-third); A-2(b) to Rule 24 Certificate dated July30, 1992, in File No. 70-7822 (Forty-fourth); A-3(c) to Rule 24 Certificate dated December 23, 1992, in File No. 70-7822 (Forty-fifth); A-2(c) to Rule 24 Certificate dated April 7, 1993, in File No. 70-7822 (Forty-sixth); A-3(d) to Rule 24 Certificate dated June 4, 1993, in File No. 70-7822 (Forty-seventh); A-3(e) to Rule 24 Certificate dated December 21, 1993, in File No. 70-7822 (Forty-eighth); A-3(e) to Rule 24 Certifcate dated August 1, 1994, in Fi le No. 70-7822 (Forty-ninth); A-4(c) to Rule 24 Certificate dated September 28, 1994, in File No. 70-7653 (Fiftieth); A-2(a) to Rule 24 Certificate dated April 4, 1996, in File No. 70-8487 (Fifty-first); A-2(a) to Rule 24 Certificate dated April 3, 1998 in 70-9141 (Fifty-second); A-2(b) to Rule 24 Certificate dated April 9, 1999, in 70-9141 (Fifty-third); A-3(a) to Rule 24 Certificate dated July 6, 1999, in 70-9141 (Fifty-fourth); A-2(c) to Rule 24 Certificate dated June 2, 2000, in 70-9141 (Fifty-fifth); and A-2(d) to Rule 24 Certificate dated April 4, 2002, in 70-9141 (Fifty-sixth).

                                                            B None at this time.

C-1 Registration Statement No. 333-93683 relating to first mortgage bonds and debentures (incorporated by reference to Registration Statement on Form S-3 in File No. 333-93683).

                                                            D Inapplicable.

                                                            E Inapplicable.

F-1 Opinion of Mark G. Otts, Esq., Senior Attorney, Corporate and Securities, of Entergy Services, Inc.

                                                            *G Proposed Form of Federal Register Notice.

                                        _____________

                                        * Previously filed in this File No. 70-10086.

B. Financial Statements.

FS-1(a)	Entergy Louisiana, Inc. Consolidated Statement of Income for the year ended December 31, 2002	See Annual Report of Entergy Louisiana, Inc. on Form 10-K for the year ended December 31, 2002 in File No. 1-8474
FS-2(a)	Entergy Louisiana, Inc. Consolidated Balance Sheet as of December 31, 2002	See Annual Report of Entergy Louisiana, Inc. on Form 10-K for the year ended December 31, 2002 in File No. 1-8474
FS-3(a)	Entergy Louisiana, Inc. Consolidated Statement of Income for the three and six month periods ended September 30, 2003	See Quarterly Report of Entergy Louisiana, Inc. on Form 10-Q for the quarter ended September 30, 2003 in File No. 1-8474.
FS-4(a)	Entergy Louisiana, Inc. Consolidated Balance Sheet as of September 30, 2003	See Quarterly Report of Entergy Louisiana, Inc. on Form 10-Q for the quarter ended September 30, 2003 in File No. 1-8474.

Item 7. Information as to Environmental Effects.

None of the matters that are the subject of this Application-Declaration involves a "major federal action" nor do such matters "significantly affect the quality of the human environment" as those terms are used in section 102(2)(C) of the National Environmental Policy Act. The transactions that are the subject of this Application-Declaration will not result in changes in the operation of ELI that will have an impact on the environment. ELI is not aware of any federal agency that has prepared or is preparing an environmental impact statement with respect to the transactions that are the subject of this Application-Declaration.

_________________________________
1  Total capitalization includes common equity long-term debt, short-term debt, preferred stock and other preferred securities.
2  The authority requested in this Item 6 (including certain commitments contained in this Item 1.6 and elsewhere in the Application or Declaration is substantially the same as the Commission has granted to other registered holding companies.  See e.g., American Electric Power Company, Inc., Holding Co. Act Release No. 27517 (Apr. 11, 2002); Reliant Energy, Inc., et al., Holding Co. Act Release No. 27548 (July 5, 2002).

SIGNATURE

Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this Application-Declaration to be signed on its behalf by the undersigned thereunto duly authorized.

Entergy Louisiana, Inc.

By: /s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President and Treasurer

Date: December 23 , 2003

EX-5

Exhibit F-1

New Orleans, Louisiana
December 23, 2003

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

Referring to the Application-Declaration on Form U-1, as amended (File No. 70-10086) (hereinafter referred to as the "Application-Declaration"), filed with the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended ("Act"), by Entergy Louisiana, Inc. ("Company") contemplating, among other things, (A) the issuance and sale by the Company of not to exceed $750,000,000 in combined aggregate amount of (1) its first mortgage bonds ("First Mortgage Bonds") under a Mortgage and Deed of Trust, dated as of April 1, 1944 ("Mortgage"), as amended and supplemented, including one or more Supplemental Indentures thereto under which the First Mortgage Bonds are to be issued, and/or (2) its unsecured long-term debt ("Long-term Debt"), and/or (3) (a) through one or more special purpose subsidiaries of the Company, one or more series of preferred securities of such subsidiaries having a stated liquidation preference ("Equity I nterests"), where the issuance shall involve the issuance of one or more series of the Company's unsecured subordinated debentures, unsecured promissory notes or other unsecured debt instruments and/or the Company's entering into a loan agreement and issuance of notes to support such obligations (collectively, such securities are referred to as "Notes") under an indenture or other instrument to such special purpose subsidiaries, each series of such Notes to be in an amount not to exceed the amount of the respective series of Equity Interests plus an equity contribution by the Company (the Notes issued to evidence such Equity Interests and such equity contribution not to be included in the above-referenced aggregate amount of $750,000,000), and where the payment of distributions and the amounts due upon liquidation of such entity or redemption of the Equity Interests may be guaranteed by the Company, and/or (b) one or more new series of the Company's Preferred Stock ("Preferred Stock"), and/or (B) t he entering into arrangements for the issuance and sale of tax-exempt revenue bonds ("Tax-Exempt Bonds") in an aggregate principal amount not to exceed $420,000,000, including the possible issuance and pledge of one or more new series of the Company's first mortgage bonds ("Collateral Bonds") in an aggregate principal amount not to exceed $470,000,000 as security for the Tax-Exempt Bonds (where such amount is not to be included in the amount of First Mortgage Bonds in (A)(1) above) all as more fully described in said Application-Declaration, I advise as follows:
 

1. The Company is a corporation validly organized and existing under the laws of the State of Louisiana.
 

2. All action necessary to make valid the participation by the Company in the proposed transactions described in (A) and (B) above will have been taken when:
 

(a) the Application-Declaration shall have been granted and permitted to become effective in accordance with the applicable provisions of the Public Utility Holding Company Act of 1935, as amended;
 

(b) appropriate final action shall have been taken by the Board of Directors and/or an Authorized Officer of the Company with respect to the proposed transactions;
 

(c) the agreements referred to in the Application-Declaration related to said proposed transactions shall have been duly executed and delivered by each of the proposed parties thereto; and
 

(d) the First Mortgage Bonds, Long-term Debt, Preferred Stock, Notes and/or Tax-Exempt Bonds (including, if applicable, Collateral Bonds) shall have been appropriately issued and delivered for the consideration contemplated.
 

3. When the foregoing steps shall have been taken and in the event said proposed transactions are otherwise consummated (i) in accordance with the Application-Declaration and the related order or orders of the Commission, (ii) within the limits specified in the Mortgage, as amended and supplemented and as proposed to be further supplemented, and the Company's Restated Articles of Incorporation, as amended and as proposed to be further amended and (iii) in accordance with appropriate resolutions of the Board of Directors and certificates of Authorized Officer(s) of the Company:

(a) all state laws which relate or are applicable to the participation by the Company in the proposed transactions described in (A) and (B) above (other than so-called "blue-sky" laws or similar laws, upon which I do not express an opinion herein) will have been complied with;
 

(b) the First Mortgage Bonds, Long-term Debt, Notes and/or the Collateral Bonds will be valid and binding obligations of the Company in accordance with their terms, except as limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights;
 

(c) the Preferred Stock will be validly issued, fully paid and non-assessable, and the holders thereof will be entitled to the rights and privileges appertaining thereto set forth in the Company's Restated Articles of Incorporation, as amended and as they are proposed to be further amended; and
 

(d) the consummation of the proposed transactions by the Company will not violate the legal rights of the holders of any securities issued by the Company or any associate company thereof.
 

I am a member of the Louisiana Bar, and this opinion is limited to the laws of the State of Louisiana and the federal securities laws of the United States of America.

Very truly yours,

/s/ Mark G. Otts
Mark G. Otts
Senior Attorney - Corporate
    and Securities
Entergy Services, Inc.