10-Q

__________________________________________________________________________________________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
X	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Quarterly Period Ended September 30, 2004
	OR
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ____________ to ____________

Commission File Number	Registrant, State of Incorporation, Address of Principal Executive Offices and Telephone Number	I.R.S. Employer Identification No.
1-11299	ENTERGY CORPORATION (a Delaware corporation) 639 Loyola Avenue New Orleans, Louisiana 70113 Telephone (504) 576-4000	72-1229752
1-10764	ENTERGY ARKANSAS, INC. (an Arkansas corporation) 425 West Capitol Avenue, 40th Floor Little Rock, Arkansas 72201 Telephone (501) 377-4000	71-0005900
1-27031	ENTERGY GULF STATES, INC. (a Texas corporation) 350 Pine Street Beaumont, Texas 77701 Telephone (409) 838-6631	74-0662730
1-8474	ENTERGY LOUISIANA, INC. (a Louisiana corporation) 4809 Jefferson Highway Jefferson, Louisiana 70121 Telephone (504) 840-2734	72-0245590
1-31508	ENTERGY MISSISSIPPI, INC. (a Mississippi corporation) 308 East Pearl Street Jackson, Mississippi 39201 Telephone (601) 368-5000	64-0205830
0-5807	ENTERGY NEW ORLEANS, INC. (a Louisiana corporation) 1600 Perdido Street, Building 505 New Orleans, Louisiana 70112 Telephone (504) 670-3674	72-0273040
1-9067	SYSTEM ENERGY RESOURCES, INC. (an Arkansas corporation) Echelon One 1340 Echelon Parkway Jackson, Mississippi 39213 Telephone (601) 368-5000	72-0752777

__________________________________________________________________________________________

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.

Yes X No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

	Yes	No
Entergy Corporation	Ö
Entergy Arkansas, Inc.		Ö
Entergy Gulf States, Inc.		Ö
Entergy Louisiana, Inc.		Ö
Entergy Mississippi, Inc.		Ö
Entergy New Orleans, Inc.		Ö
System Energy Resources, Inc.		Ö

Common Stock Outstanding		Outstanding at October 29, 2004
Entergy Corporation	($0.01 par value)	223,544,623

Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., and System Energy Resources, Inc. separately file this combined Quarterly Report on Form 10-Q. Information contained herein relating to any individual company is filed by such company on its own behalf. Each company reports herein only as to itself and makes no other representations whatsoever as to any other company. This combined Quarterly Report on Form 10-Q supplements and updates the Annual Report on Form 10-K for the calendar year ended December 31, 2003, and the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004 and June 30, 2004, filed by the individual registrants with the SEC, and should be read in conjunction therewith.

ENTERGY CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
September 30, 2004

			Page Number
Definitions			1
Entergy Corporation and Subsidiaries
	Management's Financial Discussion and Analysis
		Results of Operations	4
		Liquidity and Capital Resources	10
		Significant Factors and Known Trends	13
		Critical Accounting Estimates	20
	Consolidated Statements of Income		21
	Consolidated Statements of Cash Flows		22
	Consolidated Balance Sheets		24
	Consolidated Statements of Retained Earnings, Comprehensive Income, and Paid-In Capital		26
	Selected Operating Results		27
	Notes to Consolidated Financial Statements		28
Entergy Arkansas, Inc.
	Management's Financial Discussion and Analysis
		Results of Operations	41
		Liquidity and Capital Resources	43
		Significant Factors and Known Trends	44
		Critical Accounting Estimates	46
	Income Statements		47
	Statements of Cash Flows		49
	Balance Sheets		50
	Selected Operating Results		52
Entergy Gulf States, Inc.
	Management's Financial Discussion and Analysis
		Results of Operations	53
		Liquidity and Capital Resources	56
		Significant Factors and Known Trends	57
		Critical Accounting Estimates	60
	Income Statements		61
	Statements of Cash Flows		63
	Balance Sheets		64
	Statements of Retained Earnings and Comprehensive Income		66
	Selected Operating Results		67
Entergy Louisiana, Inc.
	Management's Financial Discussion and Analysis
		Results of Operations	68
		Liquidity and Capital Resources	70
		Significant Factors and Known Trends	71
		Critical Accounting Estimates	73
	Income Statements		74
	Statements of Cash Flows		75
	Balance Sheets		76
	Selected Operating Results		78
Entergy Mississippi, Inc.
	Management's Financial Discussion and Analysis
		Results of Operations	79
		Liquidity and Capital Resources	81
		Significant Factors and Known Trends	83
		Critical Accounting Estimates	85
	Income Statements		86

ENTERGY CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
September 30, 2004

			Page Number
	Statements of Cash Flows		87
	Balance Sheets		88
	Selected Operating Results		90
Entergy New Orleans, Inc.
	Management's Financial Discussion and Analysis
		Results of Operations	91
		Liquidity and Capital Resources	93
		Significant Factors and Known Trends	94
		Critical Accounting Estimates	96
	Income Statements		97
	Statements of Cash Flows		99
	Balance Sheets		100
	Selected Operating Results		102
System Energy Resources, Inc.
	Management's Financial Discussion and Analysis
		Results of Operations	103
		Liquidity and Capital Resources	103
		Significant Factors and Known Trends	104
		Critical Accounting Estimates	104
	Income Statements		105
	Statements of Cash Flows		107
	Balance Sheets		108
Notes to Respective Financial Statements			110
Item 4. Controls and Procedures			123
Part II. Other Information
	Item 1. Legal Proceedings		124
	Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds		125
	Item 5. Other Information		125
	Item 6. Exhibits		129
Signature			131

FORWARD-LOOKING INFORMATION

In this filing and from time to time, Entergy makes statements concerning its expectations, beliefs, plans, objectives, goals, strategies, and future events or performance. Such statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although Entergy believes that these forward-looking statements and the underlying assumptions are reasonable, it cannot provide assurance that they will prove correct. Except to the extent required by the federal securities laws, Entergy undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Forward-looking statements involve a number of risks and uncertainties, and there are factors that could cause actual results to differ materially from those expressed or implied in the statements. Some of those factors (in addition to others described elsewhere in this report and in subsequent securities filings) include:

• resolution of pending and future rate cases and negotiations, including various performance-based rate discussions, and other regulatory decisions, including those related to Entergy's System Agreement and utility supply plan
• Entergy's ability to reduce its operation and maintenance costs, particularly at its Non-Utility Nuclear generating facilities, including the uncertainty of negotiations with unions to agree to such reductions
• the performance of Entergy's generating plants, and particularly the capacity factors at its nuclear generating facilities
• prices for power generated by Entergy's unregulated generating facilities, the ability to extend or replace the existing purchased power agreements for those facilities, including the Non-Utility Nuclear plants, and the prices and availability of power Entergy must purchase for its utility customers
• Entergy's ability to develop and execute on a point of view regarding prices of electricity, natural gas, and other energy-related commodities
• the ability to sell Entergy-Koch's Gulf South Pipeline at an attractive price and the amount of cash that Entergy-Koch is able to distribute to Entergy as a result of Entergy-Koch business sales
• changes in the number of participants in the energy trading market, and in their creditworthiness and risk profile
• changes in the financial markets, particularly those affecting the availability of capital and Entergy's ability to refinance existing debt and to fund investments and acquisitions
• actions of rating agencies, including changes in the ratings of debt and preferred stock, and changes in the rating agencies' ratings criteria
• changes in inflation and interest rates
• Entergy's ability to purchase and sell assets at attractive prices and on other attractive terms
• volatility and changes in markets for electricity, natural gas, uranium, and other energy-related commodities
• changes in utility regulation, including the beginning or end of retail and wholesale competition, the ability to recover net utility assets and other potential stranded costs, the establishment of a regional transmission organization that includes Entergy's utility service territory, and the establishment of market power criteria by the FERC
• changes in regulation of nuclear generating facilities and nuclear materials and fuel, including possible shutdown of Indian Point or other nuclear generating facilities
• uncertainty regarding the establishment of permanent sites for spent nuclear fuel storage and disposal
• resolution of pending or future applications for license extensions of nuclear generating facilities
• changes in law resulting from proposed energy legislation
• changes in environmental, tax, and other laws, including requirements for reduced emissions of sulfur, nitrogen, carbon, mercury, and other substances
• the economic climate, and particularly growth in Entergy's service territory
• variations in weather, hurricanes, and other disasters
• advances in technology
• the potential effects of threatened or actual terrorism and war
• the success of Entergy's strategies to reduce current tax payments
• the effects of litigation and government investigations
• changes in accounting standards, corporate governance, and securities law requirements
• Entergy's ability to attract and retain talented management and directors.

(Page left blank intentionally)

DEFINITIONS

Certain abbreviations or acronyms used in the text are defined below:

Abbreviation or Acronym	Term
ALJ	Administrative Law Judge
ANO 1 and 2	Units 1 and 2 of Arkansas Nuclear One Steam Electric Generating Station (nuclear)
APSC	Arkansas Public Service Commission
BCF	One billion cubic feet of natural gas
BCF/D	One billion cubic feet of natural gas per day
Board	Board of Directors of Entergy Corporation
capacity factor	Actual plant output divided by maximum potential plant output for the period
City Council or Council	Council of the City of New Orleans, Louisiana
DOE	United States Department of Energy
domestic utility companies	Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, collectively
EPA	United States Environmental Protection Agency
EPDC	Entergy Power Development Corporation, a wholly-owned subsidiary of Entergy Corporation
electricity marketed	Total physical volume marketed by Entergy-Koch in the U.S. and Europe during the period
electricity volatility	Measure of price fluctuation over time using standard deviation of daily price differences for into-Cinergy power prices for the upcoming month
Energy Commodity Services	Entergy's business segment that is focused almost exclusively on providing energy commodity trading and gas transportation and storage services through Entergy-Koch, LP and also includes Entergy's non-nuclear wholesale assets business
Entergy	Entergy Corporation and its direct and indirect subsidiaries
Entergy Corporation	Entergy Corporation, a Delaware corporation
Entergy-Koch	Entergy-Koch, L.P., a joint venture equally owned by subsidiaries of Entergy and Koch Industries, Inc.
FEMA	Federal Emergency Management Agency
FERC	Federal Energy Regulatory Commission
FitzPatrick	James A. FitzPatrick nuclear power plant, 825 MW facility located near Oswego, New York, purchased in November 2000 from NYPA by Entergy's Non-Utility Nuclear business
Form 10-K	The combined Annual Report on Form 10-K for the year ended December 31, 2003 of Entergy, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy
gain/loss days	Ratio of the number of days when Entergy-Koch recognized a net gain from commodity trading activities to the number of days when Entergy-Koch recognized a net loss from commodity trading activities
gas marketed	Total physical volume marketed by Entergy-Koch in the U.S. and Europe during the period
gas volatility	Measure of price fluctuation over time using standard deviation of daily price differences for Henry Hub natural gas prices for the upcoming month

DEFINITIONS (Continued)

Abbreviation or Acronym	Term
Grand Gulf 1	Unit No. 1 of the Grand Gulf Nuclear Generating Station
GWh	Gigawatt hour(s), which equals one million kilowatt-hours
Indian Point 2	Indian Point Energy Center Unit 2 - nuclear power plant, 984 MW facility located in Westchester County, New York, purchased in September 2001 from Consolidated Edison by Entergy's Non-Utility Nuclear business
Indian Point 3	Indian Point Energy Center Unit 3 - nuclear power plant, 994 MW facility located in Westchester County, New York, purchased in November 2000 from NYPA by Entergy's Non-Utility Nuclear business
kW	Kilowatt
kWh	Kilowatt-hour(s)
LDEQ	Louisiana Department of Environmental Quality
LPSC	Louisiana Public Service Commission
Mcf	1,000 cubic feet of gas
miles of pipeline	Total miles of transmission and gathering pipeline
MMBtu	One million British Thermal Units
MPSC	Mississippi Public Service Commission
MW	Megawatt(s), which equals one thousand kilowatt(s)
MWh	Megawatt-hours
Net debt ratio	Gross debt less cash and cash equivalents divided by total capitalization less cash and cash equivalents
Net MW in operation	Installed capacity owned or operated
Net revenue	Operating revenue net of fuel, fuel-related, and purchased power expenses; other regulatory credits; and amortization of rate deferrals
Non-Utility Nuclear	Entergy's business segment that owns and operates five nuclear power plants and sells electric power produced by those plants to wholesale customers
NRC	Nuclear Regulatory Commission
NYPA	New York Power Authority
Pilgrim	Pilgrim Nuclear Station, 688 MW facility located in Plymouth, Massachusetts, purchased in July 1999 from Boston Edison by Entergy's Non-Utility Nuclear business
production cost	Cost in $/MMBtu associated with delivering gas, excluding the cost of the gas
PPA	Purchased power agreement
PRP	Potentially responsible party (a person or entity that may be responsible for remediation of environmental contamination)
PUCT	Public Utility Commission of Texas
PUHCA	Public Utility Holding Company Act of 1935, as amended
PURPA	Public Utility Regulatory Policies Act of 1978
River Bend	River Bend Steam Electric Generating Station (nuclear)
RTO	Regional transmission organization
SEC	Securities and Exchange Commission
SFAS	Statement of Financial Accounting Standards as promulgated by the Financial Accounting Standards Board
SMEPA	South Mississippi Electric Power Agency, which owns a 10% interest in Grand Gulf 1

DEFINITIONS (Concluded)

Abbreviation or Acronym	Term
spark spread	The dollar difference between electricity prices per unit and natural gas prices after assuming a conversion ratio for the number of natural gas units necessary to generate one unit of electricity
System Agreement	Agreement, effective January 1, 1983, as modified, among the domestic utility companies relating to the sharing of generating capacity and other power resources
System Energy	System Energy Resources, Inc.
System Fuels	System Fuels, Inc.
throughput	Gas in BCF/D transported through a pipeline during the period
TWh	Terawatt-hour(s), which equals one billion kilowatt-hours
Unit Power Sales Agreement	Agreement, dated as of June 10, 1982, as amended and approved by FERC, among Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy, relating to the sale of capacity and energy from System Energy's share of Grand Gulf 1
UK	The United Kingdom of Great Britain and Northern Ireland
U.S. Utility	Entergy's business segment that generates, transmits, distributes, and sells electric power, with a small amount of natural gas distribution
Vermont Yankee	Vermont Yankee nuclear power plant, 510 MW facility located in Vernon, Vermont, purchased in July 2002 from Vermont Yankee Nuclear Power Corporation by Entergy's Non-Utility Nuclear business
Waterford 3	Unit No. 3 (nuclear) of the Waterford Steam Electric Generating Station, 100% owned or leased by Entergy Louisiana
weather-adjusted usage	Electric usage excluding the effects of deviations from normal weather

ENTERGY CORPORATION AND SUBSIDIARIES

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Entergy's consolidated earnings applicable to common stock for the third quarter and nine months ended September 30, 2004 and 2003 were as follows:

	Third Quarter		Nine Months Ended
Operating Segment	2004	2003	2004	2003
	(In Thousands)
U.S. Utility	$258,048	$272,937	$568,669	$502,441
Non-Utility Nuclear	63,713	59,606	195,541	301,451
Energy Commodity Services	(38,935)	36,330	(19,632)	178,696
Parent & Other	(582)	(3,099)	10,009	(16,165)
Total	$282,244	$365,774	$754,587	$966,423

Entergy's income before taxes is discussed below according to the operating segments listed above. Earnings for the nine months ended September 30, 2003 include the $142.9 million net-of-tax cumulative effect of changes in accounting principle that increased earnings in the first quarter of 2003, almost entirely resulting from the implementation of SFAS 143. See Note 9 to the consolidated financial statements in the Form 10-K for further discussion of the implementation of SFAS 143. See Note 7 to the consolidated financial statements herein for more information concerning Entergy's operating segments and their financial results in 2004 and 2003.

Refer to SELECTED OPERATING RESULTS OF ENTERGY CORPORATION AND SUBSIDIARIES for further information with respect to operating statistics.

U.S. UTILITY

The decrease in earnings for the U.S. Utility for the third quarter of 2004 compared to the third quarter of 2003 from $272.9 million to $258.0 million was primarily due to a decrease in net revenue, primarily caused by milder weather, and an increase in other operation and maintenance expenses, partially offset by decreased interest charges and an increase in miscellaneous income.

The increase in earnings for the U.S. Utility for the nine months ended September 30, 2004 compared to the same period in 2003 from $502.4 million to $568.7 million was primarily due to the $107.7 million ($65.6 million net-of-tax) accrual in 2003 of the loss that would be associated with a final, non-appealable decision disallowing abeyed River Bend plant costs. Also contributing to the increase was the $21.3 million net-of-tax cumulative effect of a change in accounting principle that reduced earnings at Entergy Gulf States in the first quarter of 2003 upon implementation of SFAS 143, an increase in miscellaneous income, and a decrease in interest charges. A decrease in net revenue and an increase in other operation and maintenance expenses partially offset the increase in earnings.

Net Revenue

Third Quarter 2004 Compared to Third Quarter 2003

Net revenue, which is Entergy's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related, and purchased power expenses and 2) other regulatory charges (credits). Following is an analysis of the change in net revenue comparing the third quarter of 2004 to the third quarter of 2003.

	Amount
	(In Millions)
2003 net revenue	$1,232.2
Volume/weather	(31.7)
Price applied to unbilled sales	15.0
2004 deferrals	7.8
Other	(2.9)
2004 net revenue	$1,220.4

The volume/weather variance resulted primarily from the effect of milder weather on sales during the third quarter of 2004 compared to the third quarter of 2003, partially offset by an increase in billed usage of 481 GWh in the industrial sector.

The price applied to unbilled sales variance resulted primarily from an increase in the fuel price applied to unbilled sales.

The 2004 deferral variance is due to the deferral of fossil plant maintenance expenses and voluntary severance plan expenses in accordance with a stipulation approved by the City Council in August 2004 in connection with the Entergy New Orleans formula rate plans. The stipulation allows for the recovery of these costs through the amortization of a regulatory asset. The fossil plant maintenance and voluntary severance plan costs are being amortized over five-year periods that became effective January 2003 and January 2004, respectively. The Entergy New Orleans formula rate plans are discussed in Note 2 to the consolidated financial statements.

Gross operating revenues, fuel and purchased power costs, and other regulatory credits

Gross operating revenues include an increase in fuel cost recovery revenues of $161.8 million primarily due to higher fuel rates resulting from increases in the market prices of non-associated purchased power and natural gas and collections of previous deferrals of fuel costs. As such, this revenue increase is offset by increased fuel and purchased power expenses.

The net increase in other regulatory credits was primarily due to the following:

• the deferral of fossil plant maintenance and voluntary severance plan costs at Entergy New Orleans as a result of a stipulation approved by the City Council in August 2004, as discussed above;
• cessation of the Grand Gulf Accelerated Recovery Tariff that was suspended in July 2003; and
• the deferral in the third quarter of 2004 of $5.8 million of capacity charges at Entergy Louisiana related to generation resource planning as allowed by the LPSC.

Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

Following is an analysis of the change in net revenue comparing the nine months ended September 30, 2004 to the nine months ended September 30, 2003.

	Amount
	(In Millions)
2003 net revenue	$3,280.4
Deferred fuel cost revisions	(46.3)
Price applied to unbilled sales	(28.0)
Summer capacity charges	17.4
Base rates	11.1
Other	11.1
2004 net revenue	$3,245.7

The deferred fuel cost revisions variance resulted primarily from a revision in 2003 to an unbilled sales pricing estimate to more closely align the fuel component of that pricing with expected recoverable fuel costs at Entergy Louisiana. Deferred fuel cost revisions also decreased net revenue due to a revision in 2004 to the estimate of fuel costs filed for recovery at Entergy Arkansas in the March 2004 energy cost recovery rider.

The price applied to unbilled sales variance resulted from a decrease in fuel price in 2004 caused primarily by the effect of nuclear plant outages in 2003 on average fuel costs.

The summer capacity charges variance was due to the amortization in 2003 at Entergy Gulf States and Entergy Louisiana of capacity charges for the summer of 2001 that had been deferred. Entergy Gulf States' amortization began in June 2002 and ended in May 2003. Entergy Louisiana's amortization began in August 2002 and ended in July 2003.

Base rates increased net revenue due to a base rate increase at Entergy New Orleans that became effective in June 2003.

Gross operating revenues, fuel and purchased power expenses, and other regulatory charges (credits)

Gross operating revenues include an increase in fuel cost recovery revenues of $318.3 million primarily due to higher fuel rates resulting from increases in the market prices of non-associated purchased power and natural gas and collections of previous deferrals of fuel costs. As such, this revenue increase is offset by increased fuel and purchased power expenses.

The net increase in other regulatory credits was primarily due to the following:

• cessation of the Grand Gulf Accelerated Recovery Tariff that was suspended in July 2003;
• the amortization in 2003 of deferred capacity charges for summer 2001 power purchases at Entergy Gulf States and Entergy Louisiana;
• the deferral in 2004 of $11.6 million of capacity charges related to generation resource planning as allowed by the LPSC; and
• the deferral of fossil plant maintenance and voluntary severance plan costs at Entergy New Orleans as a result of a stipulation approved by the City Council in August 2004, as discussed above.

Other Income Statement Variances

Third Quarter 2004 Compared to Third Quarter 2003

Other operation and maintenance expenses increased for the third quarter primarily due to an increase of $10.9 million in benefits costs in 2004.

Depreciation and amortization expenses increased for the third quarter primarily due to higher depreciation of Grand Gulf 1 in the third quarter of 2004 due to a higher scheduled sale-leaseback principal payment, in addition to an increase in plant in service.

Other income increased for the third quarter primarily due to a reduction in the decommissioning liability for River Bend, as discussed in Note 1 to the consolidated financial statements.

Interest and other charges decreased for the third quarter primarily due to a decrease in interest on long-term debt as a result of the net retirement and refinancing of long-term debt in 2003 and the first six months of 2004. See Note 5 to the consolidated financial statements in the Form 10-K and Note 4 to the consolidated financial statements herein for detail of long-term debt.

Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

Other operation and maintenance expenses increased for the nine months ended September 30, 2004 primarily due to the following:

• an increase of $27.6 million as a result of higher benefits costs in 2004;
• an increase of $16.5 million as a result of higher customer service support costs in 2004; and
• an increase of $12.0 million as a result of higher co-owner credits at certain plants in 2003.

Depreciation and amortization expenses increased for the nine months ended September 30, 2004 primarily due to higher depreciation of Grand Gulf 1 in the third quarter of 2004 due to a higher scheduled sale-leaseback principal payment, in addition to an increase in plant in service.

Other income increased for the nine months ended September 30, 2004 primarily due to the following:

• a $107.7 million accrual in June 2003 for the loss that would be associated with a final, non-appealable decision disallowing abeyed River Bend plant costs. See Note 2 to the consolidated financial statements for more details regarding the River Bend abeyed plant costs;
• a reduction in the decommissioning liability for River Bend, as discussed in Note 1 to the consolidated financial statements; and
• a reduction in the loss provision for an environmental clean-up site. During the second quarter of 2004, the provision was reduced by approximately $10 million based upon activities performed to date and the estimate of the remaining likely exposure associated with the ten-year groundwater monitoring study.

Interest and other charges decreased for the nine months ended September 30, 2004 primarily due to a decrease in interest on long-term debt as a result of the net retirement and refinancing of long-term debt in 2003 and the first six months of 2004. See Note 5 to the consolidated financial statements in the Form 10-K and Note 4 to the consolidated financial statements herein for detail of long-term debt.

NON-UTILITY NUCLEAR

Following are key performance measures for Non-Utility Nuclear for the third quarter and nine months ended September 30, 2004 and 2003:

	Third Quarter		Nine Months Ended
	2004	2003	2004	2003
Net MW in operation at September 30	4,001	4,001	4,001	4,001
Generation in GWh for the period	8,075	8,246	24,957	23,676
Capacity factor for the period	91.6%	93.6%	94.7%	90.5%
Average realized price per MWh	$43.38	$40.96	$41.43	$39.69

Third Quarter 2004 Compared to Third Quarter 2003

The increase in earnings for Non-Utility Nuclear from $59.6 million to $63.7 million was primarily due to miscellaneous income resulting from a reduction in the decommissioning liability for a plant, as discussed in Note 1 to the consolidated financial statements. Also contributing to the increase were increased revenues due to higher contract pricing and the addition of a support services contract for the Cooper Nuclear Station, partially offset by lower generation due to planned and unplanned outages during the third quarter of 2004. Partially offsetting the increase in earnings were higher operation and maintenance expenses, which increased by $9 million, primarily due to higher benefits costs.

Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

The decrease in earnings for Non-Utility Nuclear from $301.5 million to $195.5 million was primarily due to the $160.3 million net-of-tax cumulative effect of a change in accounting principle that increased earnings in the first quarter of 2003 upon implementation of SFAS 143. See Note 9 to the consolidated financial statements in the Form 10-K for further discussion of the implementation of SFAS 143. Earnings before the cumulative effect of accounting change increased by $54.3 million. The increase was due to higher revenues, which increased by $94 million, resulting from increased generation in 2004 due to fewer planned and unplanned outages in 2004 and power uprates completed in 2003, higher contract pricing, and the addition of a support services contract for the Cooper Nuclear Station. Miscellaneous income from the reduction in decommissioning liability mentioned above and lower operation and maintenance expenses, which decreased by $17 million, also contributed to the in crease in earnings before the cumulative effect of accounting change. Partially offsetting this increase was higher depreciation expense, which increased by $9 million.

ENERGY COMMODITY SERVICES

Sales of Entergy-Koch Businesses

On November 1, 2004, Entergy-Koch sold its energy trading business to Merrill Lynch & Co. The sale came after a review of strategic alternatives for enhancing the value of Entergy-Koch, LP. After the strategic review, Entergy concluded that Entergy-Koch's trading business would be more valuable if owned by a third party. Entergy and Koch Industries have also commenced a competitive process to sell the Gulf South Pipeline, which management expects to conclude in the first half of 2005.

Entergy expects to receive its share of sale proceeds from the Entergy-Koch energy trading business sale as well as the planned sale of Gulf South Pipeline as cash distributions from Entergy-Koch over a time period from the closings on such sales through 2006, with the majority of the distributions occurring in 2005. Entergy expects the Entergy-Koch business sales to ultimately result in net cash distributions to Entergy of approximately $1 billion, comprised of the after-tax cash from the distributions of the sale proceeds and the eventual liquidation of Entergy-Koch. Entergy will account for these cash distributions as reductions of Entergy's approximately $1 billion equity investment in Entergy-Koch, its unconsolidated affiliate. Entergy's equity investment includes its cash investments in Entergy-Koch, the value of its assets contributed to Entergy-Koch, the earnings and losses recorded from its investment in Entergy-Koch, including disproportionate income sharing, less di vidends received from Entergy-Koch.

The estimated amount of net cash distributions to Entergy may vary depending on the results of the competitive process to sell Gulf South Pipeline. When the results of this competitive process are determined, management will revise the estimated net cash distributions and will compare them to Entergy's equity investment to determine whether book gain or loss exists. If an impairment in Entergy's investment occurs, Entergy will record the impairment loss at that time. If management expects a net gain, Entergy will not record the gain until it is realized. Management does not currently expect Entergy to experience a significant gain or loss from the sales of Entergy-Koch's businesses and Entergy-Koch's subsequent liquidation.

Results of Operations

Following are key performance measures for Entergy-Koch's operations for the third quarter and nine months ended September 30, 2004 and 2003:

	Third Quarter		Nine Months Ended
	2004	2003	2004	2003
Entergy-Koch Trading
Gas volatility	41%	39%	42%	62%
Electricity volatility	36%	34%	34%	62%
Gas marketed (BCF/D)	5.4	5.8	5.8	6.3
Electricity marketed (GWh)	82,858	105,184	289,206	329,528
Gain/loss days	0.9	1.7	1.3	1.5
Gulf South Pipeline
Throughput (BCF/D)	1.76	1.84	1.96	1.98
Production cost ($/MMBtu)	$0.167	$0.171	$0.160	$0.137

Third Quarter 2004 Compared to Third Quarter 2003

The decrease for Energy Commodity Services from $36.3 million in earnings to a $38.9 million loss was primarily due to lower earnings from Entergy's investment in Entergy-Koch. Entergy's investment in Entergy-Koch generated a loss in the third quarter 2004 primarily as a result of the inability of Entergy-Koch Trading (EKT) to apply hedge accounting to certain contracts, as follows:

• After entering into the agreement to sell its energy trading business, EKT was required to mark-to-market all of its derivative cash flow hedges of natural gas in storage through current earnings while the related physical natural gas is accounted for at cost. Prior to the sale agreement, EKT could use cash flow hedge accounting to defer certain of the derivative mark-to-market effects until the period in which the related physical natural gas was resold because the forecasted sale transactions were probable of occurring. This accounting treatment occurred because it was determined that EKT could no longer represent that the forecasted transactions were probable of occurring because of the pending sale of the energy trading business.
• For derivative contracts that EKT was required to mark-to-market even before it entered into the energy trading business sale agreement, the mark-to-market value of certain contracts entered into to hedge physical gas storage positions decreased because of rising natural gas prices. These contracts do not meet the requirements under SFAS 133 for deferring the mark-to-market change in equity rather than recording it in income. The decrease in the mark-to-market value of the contracts was not offset by the gain in value of the physical gas storage positions, because the physical gas storage positions are accounted for at cost.

The effect of these two factors will reverse with the closing of the energy trading business sale because the sale agreement provides for the proceeds of the sale to reflect the fair value of all trading assets and liabilities transferred to the seller.

As discussed in the Form 10-K, Entergy accounts for its 50% share in Entergy-Koch under the equity method of accounting. Earnings from Entergy-Koch are reported as equity in earnings of unconsolidated equity affiliates in the financial statements. Certain terms of the partnership arrangement allocated income from various sources, and the taxes on that income, on a significantly disproportionate basis through 2003. Losses and distributions from operations are allocated to the partners equally. Substantially all of Entergy-Koch's profits were allocated to Entergy in 2003, 2002, and 2001. Effective January 1, 2004, a revaluation of Entergy-Koch's assets for legal capital account purposes occurred, and profit allocations changed after the revaluation. The profit allocations other than for weather trading and international trading became equal. Profit allocations for weather trading and international trading remain disproportionate to the ownership interests. The weather trading and int ernational trading allocations are unequal only within a specified range, such that the overall earnings allocation should not materially differ from 50/50. Earnings allocated under the terms of the partnership agreement constitute equity, not subject to reallocation, for the partners.

Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

The decrease for Energy Commodity Services from $178.7 million in earnings to a $19.6 million loss was primarily due to lower earnings from Entergy's investment in Entergy-Koch. The income from Entergy's investment in Entergy-Koch was lower primarily as a result of lower earnings at EKT, resulting primarily from the inability to apply hedge accounting discussed above and also from reduced volatility, which contributed to lower point-of-view trading profits.

Income Taxes

The effective income tax rates for the third quarters of 2004 and 2003 were 37.8% and 37.3%, respectively. The effective income tax rates for the nine months ended September 30, 2004 and 2003 were 36.7% and 37.6%, respectively. The decrease in the effective income tax rate for the nine months ended September 30, 2004 is primarily due to the favorable settlement of various tax audit issues and higher pre-tax income in 2003 decreasing the effect of flow-through and permanent differences. The favorable settlement is reported in Parent and Other and is the primary reason for the increase in earnings for that part of Entergy's business in 2004.

Liquidity and Capital Resources

See "Management's Financial Discussion and Analysis - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy's capital structure, capital expenditure plans and other uses of capital, and sources of capital. Following are updates to the information presented in the Form 10-K.

Capital Structure

In May 2004, Entergy Corporation renewed its 364-day bank credit facility with two separate facilities, a 364-day credit facility and a 3-year credit facility. The 364-day credit facility has a borrowing capacity of $485 million and expires in May 2005. As of September 30, 2004, no borrowings were outstanding on this facility. The 3-year credit facility has a borrowing capacity of $965 million and expires in May 2007. As of September 30, 2004, $100 million in borrowings were outstanding on this facility. Entergy also has the ability to issue letters of credit against the 3-year facility and its $965 million in borrowing capacity, and $40 million had been issued against this facility at September 30, 2004.

In April 2004, Entergy Arkansas renewed its 364-day credit facility, increasing the amount to $85 million, until April 2005. In May 2004, Entergy Mississippi renewed its credit facility for its then-existing amount, $25 million, and the renewed facility expires in May 2005. As of September 30, 2004, the amounts outstanding on the Entergy Arkansas and Entergy Mississippi credit facilities were $85 million and $25 million, respectively.

In July 2004, Entergy Louisiana renewed its credit facility and Entergy New Orleans entered into a separate credit facility with the same lender. Both facilities will expire in April 2005. Entergy Louisiana can borrow up to $15 million and Entergy New Orleans can borrow up to $14 million under their respective credit facilities, but at no time can the total amount borrowed under these facilities by the two companies combined exceed $15 million. As of September 30, 2004, no borrowings were outstanding under these facilities.

As discussed in the Form 10-K, Entergy guaranteed the obligations of EntergyShaw to construct a 550 MW electric power plant located in Harrison County, Texas. EntergyShaw is an unconsolidated joint venture in which Entergy owns a 50% member interest. The power plant commenced commercial operation in June 2003, the base warranty period for the construction expired in June 2004, and management does not expect any material liability on the warranty.

Capital Expenditure Plans and Other Uses of Capital

See the table in the Form 10-K under "Liquidity and Capital Resources - Capital Expenditure Plans and Other Uses of Capital," which sets forth the amounts of Entergy's planned construction and other capital investments by operating segment for 2004 through 2006. Entergy Louisiana now expects to complete the purchase of the Perryville plant in mid-2005 for $183.5 million. Therefore, Entergy now expects to spend approximately $385 million for Capital Commitments in the U.S. Utility segment in 2004 and approximately $479 million for Capital Commitments in the U.S. Utility segment in 2005-2006.

Dividends and Stock Repurchases

In late July 2004, the Board approved a program under which Entergy Corporation will repurchase up to $1.5 billion of its common stock. The program is effective immediately and extends through the end of 2006. This repurchase program is incremental to the existing authority discussed in the Form 10-K to repurchase shares to fund the exercise of employee stock options. The amount of repurchases under the program may vary as a result of material changes in business results or capital spending, or as a result of material new investment opportunities.

On October 20, 2004, the Board increased Entergy's quarterly dividend per share by 20%, to $0.54. Declarations of dividends on Entergy's common stock are made at the discretion of the Board. Among other things, the Board evaluates the level of Entergy's common stock dividends based upon Entergy's earnings, financial strength, and future investment opportunities.

Cash Flow Activity

As shown in Entergy's Statements of Cash Flows, cash flows for the nine months ended September 30, 2004 and 2003 were as follows:

		2004	2003
		(In Millions)
Cash and cash equivalents at beginning of period		$692	$1,335
Cash flow provided by (used in):
	Operating activities	1,714	1,176
	Investing activities	(1,082)	(1,552)
	Financing activities	(735)	(383)
Effect of exchange rates on cash and cash equivalents		(1)	2
Net decrease in cash and cash equivalents		(104)	(757)
Cash and cash equivalents at end of period		$588	$578

Operating Activities

Entergy's cash flow provided by operating activities increased by $538 million for the nine months ended September 30, 2004 compared to the nine months ended September 30, 2003 primarily due to the following:

• The U.S. Utility provided $1,295 million in cash from operating activities, compared to providing $1,177 million in 2003. The increase resulted primarily from improved recovery of fuel costs.
• The Non-Utility Nuclear business provided $425 million in cash from operating activities, compared to providing $198 million in 2003. The increase resulted primarily from lower refueling outage cash costs and increases in generation and contract pricing that led to an increase in revenues.
• Entergy's investment in Entergy-Koch, L.P. provided $9 million in cash from operating activities, compared to using $56 million in 2003. The Entergy-Koch investment provided more cash flow in 2004 even though dividends received from Entergy-Koch were $26 million in 2004 compared to $75 million in 2003, because tax payments related to the investment were higher in 2003 because of higher net income from the investment in 2003.
• The non-nuclear wholesale asset business used $38 million in cash from operating activities, compared to using $75 million in 2003. The decrease in cash used resulted primarily from a one-time $33 million payment in 2003 related to a generation contract.
• The parent company, Entergy Corporation, provided $28 million in cash from operating activities in 2004 compared to using $47 million in 2003 primarily due to lower tax payments.

Investing Activities

Net cash used in investing activities decreased by $470 million for the nine months ended September 30, 2004 compared to the nine months ended September 30, 2003 primarily due to the following:

• System Energy used approximately $193 million in March 2003 to provide cash collateral for letters of credit that secured certain of its obligations related to the sale-leaseback of a portion of Grand Gulf 1. (In December 2003, System Energy replaced the cash-backed letters of credit with syndicated bank letters of credit that expire in May 2007.)
• Construction expenditures were $107 million lower in 2004 than in 2003, including decreases of $23 million in the U.S. Utility business, $37 million in the Non-Utility Nuclear business, and $42 million in the non-nuclear wholesale asset business.
• Temporary investments of $50 million with initial maturities of greater than 90 days matured in the first quarter of 2004.
• Entergy Arkansas used $15 million, Entergy Gulf States used $87 million, and Entergy Mississippi used $73 million for other regulatory investments in 2003 as a result of fuel cost under-recovery. In 2004, Entergy Arkansas used $17 million and Entergy Gulf States used $46 million for other regulatory investments related to fuel cost under-recovery. See Note 1 to the consolidated financial statements in the Form 10-K for discussion of the accounting treatment of these fuel cost under-recoveries.

Financing Activities

Net cash used in financing activities increased by $352 million for the nine months ended September 30, 2004 compared to the nine months ended September 30, 2003 primarily due to the following:

• Entergy Corporation issued $383 million of long-term notes in 2003.
• Entergy Corporation repurchased $416 million of its common stock in 2004. In addition to the share repurchase program discussed above, and as discussed in the Form 10-K, in accordance with Entergy's stock option plans, Entergy periodically grants stock options to its employees, which may be exercised to obtain shares of Entergy's common stock. According to the plans, these shares can be newly issued shares, treasury stock, or shares purchased on the open market. Entergy's management has been authorized to repurchase on the open market shares up to an amount sufficient to fund the exercise of grants under the plans.
• Entergy Corporation paid $45 million more in common stock dividends in 2004 than in 2003. As discussed in the Form 10-K, at its July 2003 meeting the Board increased Entergy's quarterly common stock dividend per share by 29%, to $0.45.

Offsetting the factors that caused an increase in cash used in financing activities in 2004 were the following:

• Retirements of long-term debt net of issuances by the U.S. Utility segment used $334 million in 2004 and used $360 million in 2003. See Note 4 to the consolidated financial statements for the details of the long-term debt activity in 2004.
• In 2004, Entergy Corporation borrowed $100 million on its 364-day credit facility, Entergy Arkansas borrowed $85 million on its credit facility, and Entergy Mississippi borrowed $25 million on its credit facility. In 2003, Entergy Corporation had decreased the net borrowings on its credit facility by $130 million.
• The non-nuclear wholesale asset business retired the $79 million Top of Iowa wind project debt at its maturity in January 2003.

Significant Factors and Known Trends

See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends" in the Form 10-K for discussions of rate regulation and fuel-cost recovery, market and credit risks, utility restructuring, and nuclear matters. Following are updates to the information provided in the Form 10-K.

Rate Regulation and Fuel-Cost Recovery

See the Form 10-K for the chart summarizing material rate proceedings. Following are updates to that chart.

Base rates in Entergy Gulf States' Texas jurisdiction are currently set at rates approved by the PUCT in June 1999. As further discussed below in "Utility Restructuring, Retail-Texas," in July 2004 the PUCT issued a written order that continued the delay in retail open access in Entergy Gulf States' Texas service territory. Entergy Gulf States filed a rate case and a fuel reconciliation proceeding with the PUCT in August 2004. Entergy Gulf States' fuel reconciliation filing made in conjunction with the base rate case seeks to reconcile approximately $288 million in fuel and purchased power costs incurred during the period September 2003 through March 2004. In October 2004, the PUCT issued a written order in which it dismissed the rate case indicating that Entergy Gulf States is still subject to a rate freeze based on an agreement in 2001 stipulating that a rate freeze would remain in effect until retail open access commenced in Entergy Gulf States' service territory. Enterg y Gulf States intends to file a motion for rehearing and intends to pursue other available remedies. Refer to Note 2 to the consolidated financial statements for further information on the base rate and fuel reconciliation filings with the PUCT.

See the Form 10-K for discussion of Entergy Louisiana's rate filing with the LPSC requesting a base rate increase. In August 2004, the LPSC Staff filed testimony in which it recommended up to a $19.5 million rate increase for Entergy Louisiana, assuming that the Perryville acquisition is approved in time for the Perryville costs to be included in rates set in this proceeding. Additional issues and updates that will be evaluated in connection with this proceeding are likely to result in revisions to the LPSC Staff's recommendation.  These issues may reduce the amount of the recommended rate increase or cause it to become a recommendation for a rate decrease.Hearings are currently set for December 2004.

Entergy Mississippi made its formula rate plan filing with the MPSC in March 2004 based on a 2003 test year. In April 2004, the MPSC approved a joint stipulation between the Mississippi Public Utilities Staff and Entergy Mississippi that provides for no change in rates based on an adjusted return on common equity midpoint of 10.77%, establishing an allowed annual regulatory earnings range of 9.5% to 12.1%.

In April 2004, Entergy New Orleans made filings with the City Council as required by the earnings review process prescribed by the Gas and Electric Formula Rate Plans approved by the Council in 2003. In August 2004, the City Council approved an unopposed settlement among Entergy New Orleans, the Council Advisors, and the intervenors in connection with the Gas and Electric Formula Rate Plans. In accordance with the resolution approving the settlement agreement, Entergy New Orleans' gas and electric base rates remain unchanged from levels set in May 2003.

In June 2004, Entergy Gulf States and Entergy Louisiana filed a proposed settlement with the LPSC that would resolve, among other dockets, Entergy Gulf States' ninth post-merger analysis and dockets established to consider issues concerning the companies' power purchases for the summers of 2001, 2002, and 2003. The proposed settlement included an offer to refund approximately $64 million to Entergy Gulf States' Louisiana customers and $1 million to Entergy Louisiana's customers, with no change in either company's current base rates.  The settlement also proposed a formula rate plan for Entergy Gulf States' Louisiana operations. At its September 2004 Business and Executive Session, the LPSC consolidated various dockets that were the subject of the proposed settlement. The LPSC directed its staff to preside over settlement discussions and to submit any proposed settlement to the LPSC for its consideration.

System Agreement Litigation

See the Form 10-K for a discussion of the proceeding commenced at the FERC by the LPSC regarding production cost equalization under the System Agreement, the ALJ's Initial Decision in the proceeding, and the "Order of Investigation" issued by the APSC. Several parties, including Entergy, the LPSC, the APSC, the MPSC, the City Council, and the FERC Staff, filed briefs on exceptions in response to the ALJ's Initial Decision. Entergy's exceptions to the ALJ's Initial Decision include: the practical effect of the Initial Decision is full production cost equalization, which was rejected in the Initial Decision and previously has been rejected by the FERC; resource planning for the Entergy System would be impeded if the Initial Decision were adopted; the remedy in the Initial Decision is inconsistent with the history, structure, and precedent regarding the System Agreement; the Initial Decision's remedy ignores the historical pattern of production cost disparities o n the Entergy System and would result in substantial, sudden transfers of costs between groups of Entergy customers; the numerical standards proposed in the Initial Decision are arbitrary and are so complex that they will be difficult to implement; the Initial Decision improperly rejected Entergy's resource planning remedy; the Initial Decision erroneously determined that the full costs of the Vidalia project should be included in Entergy Louisiana's production costs for purposes of calculating relative production costs; and the Initial Decision erroneously adopted a new method of calculating reserve sharing costs rather than the current method.

As reported in the Form 10-K, if the FERC grants the relief requested by the LPSC in the proceeding, the relief may result in a material increase in the total production costs the FERC allocates to companies whose costs currently are projected to be less than the Entergy System average, and a material decrease in the total production costs the FERC allocates to companies whose costs currently are projected to exceed that average.   If the FERC adopts the ALJ's Initial Decision, the amount of production costs that would be reallocated among the domestic utility companies would be determined through consideration of each domestic utility company's relative total production cost expressed as a percentage of Entergy System average total production cost. The ALJ's Initial Decision would reallocate production costs of the domestic utility companies whose percent of Entergy System average production cost are outside an upper or lower bandwidth. This would be accomplished by payment s from domestic utility companies whose production costs are below Entergy System average production cost to domestic utility companies whose production costs are above Entergy System average production cost.

An assessment of the potential effects of the ALJ's Initial Decision requires assumptions regarding the future total production cost of each domestic utility company, which assumptions include the mix of solid fuel and gas-fired generation available to each company and the costs of natural gas and purchased power.  Entergy Louisiana and Entergy Gulf States are more dependent upon gas-fired generation than Entergy Arkansas, Entergy Mississippi, or Entergy New Orleans. Of these, Entergy Arkansas is the least dependent upon gas-fired generation.  Therefore, increases in natural gas prices likely will increase the amount by which Entergy Arkansas' total production costs are below the average production costs of the domestic utility companies.  Considerable uncertainty exists regarding future gas prices. Annual average gas prices have varied significantly over recent years, ranging from $1.92/mmBtu to $5.48/mmBtu for the 1994-2003 period, and averaging $2.99/mmBtu during the ten - -year period 1994-2003 and $3.77/mmBtu during the five-year period 1999-2003.  Recent market conditions have resulted in gas prices that have averaged $5.58/MMBtu for the twelve months ended September 2004. Based upon analyses considering the effect on future production costs if the FERC adopts the ALJ's Initial Decision, the following potential annual production cost reallocations among the domestic utility companies could result assuming annual average gas prices range from $6.39/mmBtu in 2005 declining to $4.97/mmBtu by 2009:

	Range of Annual Payments or (Receipts)	Average Annual Payments or (Receipts) for 2005-2009 Period
	(In Millions)	(In Millions)
Entergy Arkansas	$154 to $281	$215
Entergy Gulf States	($130) to ($15)	($63)
Entergy Louisiana	($199) to ($98)	($141)
Entergy Mississippi	($16) to $8	$1
Entergy New Orleans	($17) to ($5)	($12)

Management believes that any changes in the allocation of production costs resulting from a FERC decision and related retail proceedings should result in similar rate changes for retail customers. Therefore, management does not believe that this proceeding at the FERC will have a material effect on the financial condition of any of the domestic utility companies, although the outcome of the FERC proceeding and related retail proceedings cannot be predicted at this time.

Entergy Arkansas filed its initial testimony in response to the APSC's February Order of Investigation discussed in the Form 10-K. The testimony emphasizes that the ALJ's Initial Decision is not a final order by the FERC; briefly discusses some of the aspects of the Initial Decision that are included in Entergy's exceptions filed with the FERC; emphasizes that Entergy will seek to reverse the production cost-related portions of the Initial Decision; and states that Entergy Arkansas believes that it is premature, before the FERC makes a decision, for Entergy Arkansas to determine whether its continued participation in the System Agreement is appropriate.

In addition, as discussed in the Form 10-K, the APSC had publicly announced its intention to initiate an inquiry into Entergy Louisiana's Vidalia purchased power contract. In April 2004, the APSC commenced the investigation and requested historical documents, records, and information from Entergy Arkansas, which Entergy Arkansas has provided to the APSC.

Also in April 2004, the APSC issued an order directing Entergy Arkansas to show cause why Entergy Arkansas should not have to indemnify and hold its customers harmless from any adverse financial effects related to Entergy Louisiana's pending acquisition of the Perryville power plant, or show that the Perryville unit will produce economic benefits for Entergy Arkansas' customers. Entergy Arkansas filed a response in May 2004 stating that Entergy will seek to reverse the production cost-related portions of the ALJ's Initial Decision in the System Agreement proceeding at the FERC, that the Perryville acquisition is part of Entergy's request for proposal generation planning process, that Entergy Arkansas is not in a position to indemnify its retail customers from actions taken by the FERC, and that the Perryville acquisition is expected to reduce the domestic utility companies' overall production costs. Procedural schedules have not been established in these APSC investigations.

Also in April 2004, the City Council issued a resolution directing Entergy New Orleans and Entergy Louisiana to notify the City Council and obtain prior approval for any action that would materially modify, amend, or terminate the System Agreement for one or more of the domestic utility companies. Entergy New Orleans and Entergy Louisiana appealed to state court the City Council's resolution on the basis that the imposition of this requirement with respect to the System Agreement, a FERC-approved tariff, exceeds the City Council's jurisdiction and authority. In July 2004, the City Council answered the appeal and filed a third party demand and counterclaim against Entergy, the domestic utility companies, Entergy Services, and System Energy, seeking a declaratory judgment that Entergy and its subsidiaries cannot terminate the System Agreement until obligations owed under the March 2003 Agreement in Principle are satisfied. In August 2004, Entergy New Orleans and En tergy Louisiana, as well as the named third party defendants, filed pleadings objecting to the City Council's third party demand and counterclaim on various grounds, including federal preemption.

Market and Credit Risks

Commodity Price Risk

Power Generation

As discussed more fully in the Form 10-K, the sale of electricity from the power generation plants owned by Entergy's Non-Utility Nuclear business and Energy Commodity Services, unless otherwise contracted, is subject to the fluctuation of market power prices. Following is an updated summary of the amount of Non-Utility Nuclear's output that is sold forward as of September 30, 2004 under physical or financial contracts at fixed prices (2004 represents the remainder of the year):

	2004	2005	2006	2007	2008
Non-Utility Nuclear:
% of planned generation sold forward	100%	93%	66%	39%	17%
Planned generation (TWh)	8	34	35	34	34
Average contracted price per MWh	$38	$39	$39	$39	$40

The Vermont Yankee acquisition included a 10-year PPA under which the former owners will buy the power produced by the plant, which is through the expiration in 2012 of the current operating license for the plant. The PPA includes an adjustment clause under which the prices specified in the PPA will be adjusted downward monthly, beginning in November 2005, if power market prices drop below PPA prices. Accordingly, because the price is not fixed, the table above does not report power from that plant as sold forward after October 2005. Approximately 2% of Non-Utility Nuclear's planned generation in 2005, 13% in 2006, 12% in 2007, and 12% in 2008 is under contract from Vermont Yankee after October 2005.

Some of the agreements to sell the power produced by Entergy's Non-Utility Nuclear power plants contain provisions that require an Entergy subsidiary to provide collateral to secure its obligations under the agreements. The Entergy subsidiary may be required to provide collateral based upon the difference between the current market and contracted power prices in the regions where the Non-Utility Nuclear business sells its power.  The primary form of the collateral to satisfy these requirements would be an Entergy Corporation guaranty. Cash and letters of credit are also acceptable forms of collateral. At September 30, 2004, based on power prices at that time, Entergy had in place as collateral $458 million of Entergy Corporation guarantees and $20 million of letters of credit. Upon a significant decrease in Entergy Corporation's credit rating to specified levels below investment grade, Entergy may be required to replace Entergy Corporation guarantees with cash or letters of credit under some of the agreements.

In addition to selling the power produced by its plants, the Non-Utility Nuclear business sells installed capacity to load-serving distribution companies in order for those companies to meet requirements placed on them by the Independent System Operators in their area. Following is an updated summary of the amount of the Non-Utility Nuclear business' installed capacity that is sold forward, and the blended amount of the Non-Utility Nuclear business' planned generation output and installed capacity that is currently sold forward, as of September 30, 2004:

		2004	2005	2006	2007	2008
Non-Utility Nuclear:
Percent of capacity sold forward:
	Bundled capacity and energy contracts	55%	16%	13%	13%	13%
	Capacity contracts	41%	47%	32%	13%	0%
	Total	96%	63%	45%	26%	13%
Planned MW in operation		4,061	4,158	4,203	4,203	4,203
Average capacity contract price per kW per month		$0.5	$1.3	$1.2	$1.3	N/A
Blended Capacity and Energy (based on revenues)
% of planned energy and capacity sold forward		99%	93%	73%	45%	26%
Average contract revenue per MWh		$39	$40	$39	$39	$40

Utility Restructuring

Transmission

See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends, Transmission" in the Form 10-K for discussion of Entergy's contemplated independent transmission entity proposal.In April 2004, Entergy filed a proposal with the FERC to commit voluntarily to retain an independent entity ("Independent Coordinator of Transmission" or "ICT") to oversee the granting of transmission or interconnection service on Entergy's transmission system, to implement a transmission pricing structure that ensures that Entergy's retail native load customers are required to pay for only those upgrades necessary to reliably serve their needs, and to have the ICT serve as the security coordinator for the Entergy region. Assuming applicable regulatory support and approvals can be obtained, Entergy proposes to contract with the ICT to oversee the granting of transmission service on the Entergy system as well as the imp lementation of the proposed weekly procurement process. The proposal was structured to not transfer control of Entergy's transmission system to the ICT, but rather to vest with the ICT broad oversight authority over transmission planning and operations.

Entergy proposes to have the ICT administer a transmission expansion pricing protocol that will increase the efficiency of transmission pricing on the Entergy system and that will be designed to protect Entergy's native load customers from bearing the cost of transmission upgrades not required to reliably serve these customers' needs. Entergy intends for the ICT to determine whether transmission upgrades associated with new requests for service should be funded directly by the party requesting such service or by a broader group of transmission customers, including Entergy's native load customers. This determination would be made in accordance with protocols approved by the FERC and any party contesting such determination, including Entergy, would be required to seek review at the FERC. Technical conferences regarding the ICT proposal, or various components thereof, were held in July, August, September, and October 2004. Entergy has also responded to discovery requests that resulted from these conferences.

Entergy has requested that the FERC provide its retail regulators sufficient time to review the proposal and provide their comments prior to the FERC ruling on the proposal. In March 2004, the APSC initiated a proceeding to review Entergy's proposal and compare the benefits of such a proposal to the alternative of Entergy joining the Southwest Power Pool RTO. The APSC sought comments from all interested parties on this issue, with initial comments due in May 2004 and reply comments due in June 2004. Various parties, including the APSC General Staff, filed comments opposing the ICT proposal. A public hearing has not been scheduled by the APSC at this time, although Entergy has responded to various APSC data requests. In May 2004, Entergy Mississippi filed a petition for review with the MPSC requesting MPSC support for the ICT proposal. A hearing in that proceeding was held in August. Additionally, Entergy Louisiana and Entergy Gulf States have filed an application with the LPSC r equesting that the LPSC find that the proposal is a prudent and appropriate course of action. No procedural schedule has been established for that proceeding; however, a meeting among Entergy, its retail regulators, and other market participants to discuss certain aspects of the ICT proposal is scheduled for November 2004.

FERC's Supply Margin Assessment

As discussed in the Form 10-K, in November 2001, FERC issued an order that established a new generation market power screen (called Supply Margin Assessment) for purposes of evaluating a utility's request for market-based rate authority, applied that new screen to the Entergy System (among others), determined that Entergy and the others failed the screen within their respective control areas, and ordered these utilities to implement certain mitigation measures as a condition to their continued ability to buy and sell at market-based rates. Among other things, the mitigation measures would require that Entergy transact at cost-based rates when it sells in the hourly wholesale market within its control area. Entergy requested rehearing of the order, and FERC delayed the implementation of certain mitigation measures until such time as it had the opportunity to consider the rehearing request. In June 2003, the FERC proposed and ultimately adopted new market behavior rules and tariff prov isions that would be applied to any market-based sale. Entergy modified its market-based rate tariffs to reflect the new provisions but requested rehearing of FERC's order.

In April 2004, the FERC issued its Order on Rehearing and Modifying Interim Generation Market Power Analysis and Mitigation Policy. In its Order on Rehearing, the FERC established a new interim generation market power analysis that will consider two indicative market power screens: (1) the pivotal supplier screen that is designed to measure an applicant's market power based on the applicant's share of uncommitted capacity at the time of the control area market's annual peak demand; and (2) the market share screen that is designed to evaluate an applicant's market share of uncommitted capacity on a seasonal basis. An integrated utility's native load obligation will be reflected in both screens; however, the proxy for native load obligation differs between the screens. For the uncommitted pivotal supplier screen, the proxy for native load is the average of the daily native load peaks during the month in which the annual peak load day occurs; for the uncommitted market share screen th e proxy for native load is the minimum peak load day for each season. In the event an applicant fails either of these screens, there will be a rebuttable presumption that market power exists. The applicant will then have the opportunity to either: (1) submit a more detailed market power analysis that reflects market prices and measures an applicant's "economic capacity" and "available economic capacity" under the "delivered price test;" or (2) propose case-specific mitigation tailored to the applicant's specific circumstances or adopt cost-based rates for sales within the applicant's control area. In its Order on Rehearing, the FERC also determined: (1) that transmission market power and the need to employ an independent entity to operate and administer an applicant's OASIS site is more properly considered in other proceedings, to the extent appropriate, and would not be considered in evaluating an applicant's generation market power for purposes of granting market-based rate authority; and (2) to elimina te the exemption from the generation market power analysis for sales within an RTO/ISO that had approved market monitoring. Several parties, including Entergy, filed for rehearing of the April 2004 Order. Among other things, Entergy argued that the market share screen is overly conservative and overstates vertically integrated utilities' ability to exercise market power. On July 8, 2004, the FERC issued an order on rehearing reaffirming the use of the pivotal supplier and market share screens and clarified certain instructions for performing such analysis. With regard to the delivered price test analysis, the FERC declined to make a determination on whether an applicant's native load obligations should be included in the delivered price analysis, but instead indicated that it would evaluate the arguments of both the applicant and intervenors as to which measure (one with or without native load obligations) more accurately reflects market conditions. Entergy appealed the April and July orders to the Unit ed States Court of Appeals for the District of Columbia Circuit.

Entergy filed with the FERC its generation market power analysis pursuant to the two indicative screens in August 2004. Entergy's analysis indicated that it passed the pivotal supplier screen for all relevant geographical regions, but failed the market share screen within its control area. At the same time, Entergy submitted the results of the delivered price test for Entergy, which indicate that Entergy does not have market power in any wholesale market when Entergy's native load obligations are reflected. In late October 2004, the FERC sent a letter to Entergy regarding its filing that requests more information from Entergy concerning the filing.

In a companion order, the FERC initiated a rulemaking proceeding to address, among other things, whether the FERC should retain or modify its existing four-prong test for evaluating market-based rate applications (i.e., whether the applicant has generation or transmission market power, whether the applicant can erect barriers to entry, and whether there are affiliate abuse or reciprocal dealing concerns), and whether the FERC should adopt different approaches for affiliate transactions. Initially, the FERC will hold a series of technical conferences to determine the issues that need to be considered and the procedural direction the rulemaking should take. The first of these technical conferences was held in June 2004. In October 2004, the FERC also issued a proposed rule to standardize and clarify the reporting requirements when a market-based rate seller has a change in status, such as changes in ownership or control of genera tion or transmission facilities or changes in certain affiliate relationships. Comments on the proposed rule are currently due in November 2004.

Interconnection Orders

See the Form 10-K for discussion of the order on rehearing issued by FERC on March 5, 2004 that modified Order 2003 to, among other things, eliminate the requirement that the generation owners receive their money back in no more than five years and to include a requirement that the generation owners receive credits only when transmission service is taken from the specific generating facility served by the interconnection or upgrade. In addition, the order on rehearing clarified that a transmission provider continues to have the option to charge a transmission rate that is the higher of the incremental cost rate for network upgrades required to interconnect a generating facility or an embedded cost rate so as to ensure that "other transmission customers, including a Transmission Provider's native load, will not subsidize Network Upgrades required to interconnect merchant generation." Consistent with the principles articulated in the order on rehearing, Entergy incorporated into its re cent ICT filing an approach to the pricing of transmission expansion that protects the transmission provider's native load customers from the effects of service requests by other transmission customers and provides more efficient price signals for resource procurement and siting decisions. In addition, the transmission expansion pricing protocol included in the ICT filing proposes that the ICT review all costs that were previously charged to interconnecting customers for interconnection facilities to determine whether, under the proposed pricing policy, such costs were properly classified as Supplemental Upgrades that are directly assigned to the interconnecting generator or whether such costs were properly Base Plan Upgrades that are rolled into transmission rates for all customers. Any payments made by an interconnecting generator that have not already been refunded to that customer through crediting for transmission service will be subject to the cost assignment by the ICT.

Also see the Form 10-K for a discussion of the proceedings involving the interconnection agreements with certain generators interconnecting to the domestic utility companies' transmission system. In June 2004, a FERC ALJ issued an Initial Decision in a proceeding involving a complaint filed by one of the generators. In the complaint, the generator was seeking to modify its previous interconnection agreement in order to obtain more favorable transmission crediting provisions contained in Entergy's current pro forma interconnection and operating agreement. In the Initial Decision, the ALJ determined that the generator is entitled to obtain the benefits of Entergy's current pro forma interconnection and operating agreement. Entergy has filed a brief on exceptions with the FERC opposing the Initial Decision. In October 2004, Union Power Partners, L.P., the owner of a nominal 2,200 MW generating facility in Arkansas, filed a complaint with the FERC seeking to obtain transmission credit s for approximately $26 million of transmission upgrades that previously were directly assigned to Union Power. The case is pending before the FERC.

Retail-Texas

See Note 2 to the consolidated financial statements in the Form 10-K for a discussion of the status of retail open access in Entergy Gulf States' Texas service territory and Entergy Gulf States' independent organization request. On March 15, 2004, the PUCT issued a preliminary order in Entergy Gulf States' independence proceeding in which the PUCT determined, among other things, that the ultimate question in the proceeding is whether Entergy Gulf States' proposed independent organization, Entergy Transmission Organization, is sufficiently independent of any producer or seller of electricity that its decisions will not be unduly influenced by any producer or seller. After a hearing held in June 2004 on the merits, in July 2004 the PUCT denied Entergy's application to certify Entergy's transmission organization as an independent organization under Texas law. In its order, the PUCT also ordered: the cessation of efforts to develop an interim solution for retail open access in Enterg y Gulf States' Texas service territory, termination of the pilot project in that territory, and a delay in retail open access in that territory until either a FERC-approved RTO is in place or some other independent transmission entity is certified under Texas law. Several parties filed motions for rehearing on the termination of the pilot program aspect of the order, claiming the issue was not properly a part of the proceeding. In September 2004, the PUCT denied these motions for rehearing.

Nuclear Matters

See the Form 10-K for the discussion of the review by the Federal Emergency Management Agency (FEMA) of the emergency evacuation plans for Indian Point, and Westchester County's appeal to FEMA of FEMA's notice of certification of the Indian Point Emergency Plan. In June 2004, FEMA issued letters rejecting Westchester County's appeal and reaffirming its certification.

Critical Accounting Estimates

See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy's accounting for nuclear decommissioning costs, impairment of long-lived assets, mark-to-market derivative instruments, pension and other postretirement costs, and other contingencies.

New Accounting Pronouncements

The FASB's Emerging Issues Task Force (EITF) recently issued EITF 03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments". EITF 03-1 provides guidance for determining whether an impairment is other than temporary for investments accounted for in accordance with SFAS 115, "Accounting for Certain Investments in Debt and Equity Securities". EITF deliberations on the recognition and measurement guidance in EITF 03-1 continue. Entergy does not expect the current effect of EITF 03-1 to be material to Entergy because the majority of its' nuclear decommissioning trust investments, accounted for under SFAS 115, are in market index or mutual-type funds whose aggregate market value exceeds cost.

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Three and Nine Months Ended September 30, 2004 and 2003
(Unaudited)
	Three Months Ended		Nine Months Ended
	2004	2003	2004	2003
	(In Thousands, Except Share Data)
OPERATING REVENUES
Domestic electric	$2,389,276	$2,235,618	$6,042,652	$5,763,298
Natural gas	33,628	25,866	155,591	139,803
Competitive businesses	540,677	438,641	1,501,985	1,188,659
TOTAL	2,963,581	2,700,125	7,700,228	7,091,760
OPERATING EXPENSES
Operating and Maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale	805,886	596,046	1,844,381	1,480,101
Purchased power	598,997	541,308	1,603,957	1,359,273
Nuclear refueling outage expenses	43,378	40,154	124,084	119,298
Provision for turbine commitments, asset impairments,
and restructuring charges	-	-	-	(7,743)
Other operation and maintenance	582,240	542,601	1,651,239	1,629,716
Decommissioning	37,747	35,929	113,192	107,787
Taxes other than income taxes	112,568	105,360	313,153	303,601
Depreciation and amortization	236,325	220,667	662,614	637,159
Other regulatory charges (credits) - net	(25,032)	(945)	(57,009)	18,581
TOTAL	2,392,109	2,081,120	6,255,611	5,647,773
OPERATING INCOME	571,472	619,005	1,444,617	1,443,987
OTHER INCOME
Allowance for equity funds used during construction	13,093	9,936	28,572	26,962
Interest and dividend income	20,993	24,040	75,067	83,792
Equity in earnings (loss) of unconsolidated equity affiliates	(72,015)	60,099	(31,908)	258,451
Miscellaneous - net	41,254	7,932	59,993	(83,904)
TOTAL	3,325	102,007	131,724	285,301
INTEREST AND OTHER CHARGES
Interest on long-term debt	113,489	123,169	349,160	367,550
Other interest - net	6,879	13,345	26,657	42,636
Allowance for borrowed funds used during construction	(8,394)	(7,968)	(18,519)	(21,136)
TOTAL	111,974	128,546	357,298	389,050
INCOME BEFORE INCOME TAXES AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGES	462,823	592,466	1,219,043	1,340,238
Income taxes	174,776	220,816	446,968	499,068
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGES	288,047	371,650	772,075	841,170
CUMULATIVE EFFECT OF ACCOUNTING
CHANGES (net of income taxes of $93,754)	-	-	-	142,922
CONSOLIDATED NET INCOME	288,047	371,650	772,075	984,092
Preferred dividend requirements and other	5,803	5,876	17,488	17,669
EARNINGS APPLICABLE TO
COMMON STOCK	$282,244	$365,774	$754,587	$966,423
Earnings per average common share before cumulative
effect of accounting changes:
Basic	$1.24	$1.60	$3.30	$3.64
Diluted	$1.22	$1.57	$3.24	$3.57
Earnings per average common share:
Basic	$1.24	$1.60	$3.30	$4.27
Diluted	$1.22	$1.57	$3.24	$4.19
Dividends declared per common share	$0.45	$0.45	$1.35	$1.15
Average number of common shares outstanding:
Basic	226,882,474	228,105,505	228,614,245	226,145,567
Diluted	231,127,583	232,515,434	232,863,075	230,388,260
See Notes to Consolidated Financial Statements.

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2004 and 2003
(Unaudited)
	2004	2003
	(In Thousands)
OPERATING ACTIVITIES
Consolidated net income	$772,075	$984,092
Noncash items included in net income:
Reserve for regulatory adjustments	5,559	(9,806)
Other regulatory charges (credits) - net	(57,009)	18,581
Depreciation, amortization, and decommissioning	775,806	744,946
Deferred income taxes and investment tax credits	146,636	999,496
Cumulative effect of accounting changes	-	(142,922)
Equity in undistributed earnings (loss) of unconsolidated equity affiliates	58,191	(179,253)
Provision for turbine commitments, asset impairments, and restructuring charges	-	(7,743)
Changes in working capital:
Receivables	(342,935)	(327,439)
Fuel inventory	(20,709)	(28,101)
Accounts payable	(14,785)	(282,127)
Taxes accrued	314,741	(548,941)
Interest accrued	14,024	(15,387)
Deferred fuel	180,425	(58,505)
Other working capital accounts	(7,383)	(20,785)
Provision for estimated losses and reserves	(14,921)	130,444
Changes in other regulatory assets	8,354	23,460
Other	(104,404)	(103,930)
Net cash flow provided by operating activities	1,713,665	1,176,080
INVESTING ACTIVITIES
Construction/capital expenditures	(944,812)	(1,051,649)
Allowance for equity funds used during construction	28,572	26,962
Nuclear fuel purchases	(152,082)	(190,243)
Proceeds from sale/leaseback of nuclear fuel	74,779	119,174
Proceeds from sale of assets and businesses	21,978	25,987
Investment in non-utility properties	(20,132)	(47,733)
Increase in other investments	(11,340)	(171,045)
Changes in other temporary investments	50,000	(15,602)
Decommissioning trust contributions and realized change in trust assets	(65,996)	(65,754)
Other regulatory investments	(62,531)	(174,163)
Other	-	(8,643)
Net cash flow used in investing activities	(1,081,564)	(1,552,709)
See Notes to Consolidated Financial Statements.
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2004 and 2003
(Unaudited)
	2004	2003
	(In Thousands)
FINANCING ACTIVITIES
Proceeds from the issuance of:
Long-term debt	345,356	2,067,393
Common stock and treasury stock	140,345	198,466
Retirement of long-term debt	(689,266)	(2,238,430)
Repurchase of common stock	(416,269)	-
Redemption of preferred stock	(3,450)	(3,450)
Changes in credit line borrowings - net	209,925	(130,000)
Dividends paid:
Common stock	(304,509)	(259,854)
Preferred stock	(17,488)	(17,669)
Net cash flow used in financing activities	(735,356)	(383,544)
Effect of exchange rates on cash and cash equivalents	(1,137)	2,389
Net decrease in cash and cash equivalents	(104,392)	(757,784)
Cash and cash equivalents at beginning of period	692,233	1,335,328
Cash and cash equivalents at end of period	$587,841	$577,544
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized	$346,138	$409,518
Income taxes	$32,802	$180,390
See Notes to Consolidated Financial Statements.

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, 2004 and December 31, 2003
(Unaudited)
	2004	2003
	(In Thousands)
CURRENT ASSETS
Cash and cash equivalents:
Cash	$124,346	$115,112
Temporary cash investments - at cost,
which approximates market	463,495	576,813
Special deposits	-	308
Total cash and cash equivalents	587,841	692,233
Other temporary investments	-	50,000
Notes receivable	2,110	1,730
Accounts receivable:
Customer	614,717	398,091
Allowance for doubtful accounts	(24,983)	(25,976)
Other	284,758	246,824
Accrued unbilled revenues	471,785	384,860
Total receivables	1,346,277	1,003,799
Deferred fuel costs	128,079	245,973
Accumulated deferred income taxes	53,422	-
Fuel inventory - at average cost	131,191	110,482
Materials and supplies - at average cost	567,001	548,921
Deferred nuclear refueling outage costs	102,242	138,836
Prepayments and other	171,097	127,270
TOTAL	3,089,260	2,919,244
OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity	1,141,060	1,053,328
Decommissioning trust funds	2,379,555	2,278,533
Non-utility property - at cost (less accumulated depreciation)	222,942	262,384
Other	97,153	152,681
TOTAL	3,840,710	3,746,926
PROPERTY, PLANT AND EQUIPMENT
Electric	28,761,055	28,035,899
Property under capital lease	740,397	751,815
Natural gas	255,280	236,622
Construction work in progress	1,276,917	1,380,982
Nuclear fuel under capital lease	262,840	278,683
Nuclear fuel	281,706	234,421
TOTAL PROPERTY, PLANT AND EQUIPMENT	31,578,195	30,918,422
Less - accumulated depreciation and amortization	13,099,440	12,619,625
PROPERTY, PLANT AND EQUIPMENT - NET	18,478,755	18,298,797
DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
SFAS 109 regulatory asset - net	804,336	830,539
Other regulatory assets	1,359,820	1,425,145
Long-term receivables	41,536	20,886
Goodwill	377,172	377,172
Other	946,340	935,501
TOTAL	3,529,204	3,589,243
TOTAL ASSETS	$28,937,929	$28,554,210
See Notes to Consolidated Financial Statements.
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
September 30, 2004 and December 31, 2003
(Unaudited)
	2004	2003
	(In Thousands)
CURRENT LIABILITIES
Currently maturing long-term debt	$429,481	$524,372
Notes payable	110,273	351
Accounts payable	786,437	796,572
Customer deposits	214,989	199,620
Taxes accrued	231,326	224,926
Accumulated deferred income taxes	-	22,963
Nuclear refueling outage costs	18,126	8,238
Interest accrued	153,233	139,603
Obligations under capital leases	154,620	159,978
Other	299,976	205,600
TOTAL	2,398,461	2,282,223
NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued	5,242,297	4,779,513
Accumulated deferred investment tax credits	404,481	420,248
Obligations under capital leases	138,296	153,898
Other regulatory liabilities	334,716	291,239
Decommissioning and retirement cost liabilities	2,064,542	2,242,312
Transition to competition	79,101	79,098
Regulatory reserves	75,087	69,528
Accumulated provisions	492,434	506,960
Long-term debt	7,219,611	7,322,940
Preferred stock with sinking fund	17,402	20,852
Other	1,296,575	1,347,404
TOTAL	17,364,542	17,233,992
Preferred stock without sinking fund	334,337	334,337
SHAREHOLDERS' EQUITY
Common stock, $.01 par value, authorized 500,000,000
shares; issued 248,174,087 shares in 2004 and in 2003	2,482	2,482
Paid-in capital	4,818,848	4,767,615
Retained earnings	4,948,690	4,502,508
Accumulated other comprehensive loss	(68,337)	(7,795)
Less - treasury stock, at cost (22,928,539 shares in 2004 and
19,276,445 shares in 2003)	861,094	561,152
TOTAL	8,840,589	8,703,658
Commitments and Contingencies
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$28,937,929	$28,554,210
See Notes to Consolidated Financial Statements.

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS, COMPREHENSIVE INCOME, AND PAID-IN CAPITAL
For the Three and Nine Months Ended September 30, 2004 and 2003
(Unaudited)
	Three Months Ended
	2004		2003
	(In Thousands)
RETAINED EARNINGS
Retained Earnings - Beginning of period	$4,768,336		$4,382,757
Add - Earnings applicable to common stock	282,244	$282,244	365,774	$365,774
Deduct:
Dividends declared on common stock	102,196		102,611
Capital stock and other expenses	(306)		1,040
Total	101,890		103,651
Retained Earnings - End of period	$4,948,690		$4,644,880
ACCUMULATED OTHER COMPREHENSIVE
INCOME (LOSS) (Net of Taxes):
Balance at beginning of period
Accumulated derivative instrument fair value changes	($119,541)		$17,490
Other accumulated comprehensive income (loss) items	24,340		(10,937)
Total	(95,201)		6,553
Net derivative instrument fair value changes
arising during the period	20,005	20,005	(874)	(874)
Foreign currency translation adjustments	(1,264)	(1,264)	1,539	1,539
Net unrealized investment gains (losses)	8,123	8,123	(10,983)	(10,983)
Balance at end of period:
Accumulated derivative instrument fair value changes	($99,536)		$16,616
Other accumulated comprehensive income (loss) items	31,199		(20,381)
Total	($68,337)		($3,765)
Comprehensive Income		$309,108		$355,456
PAID-IN CAPITAL
Paid-in Capital - Beginning of period	$4,819,044		$4,690,152
Add: Common stock issuances related to stock plans	(196)		6,446
Paid-in Capital - End of period	$4,818,848		$4,696,598
	Nine Months Ended
	2004		2003
	(In Thousands)
RETAINED EARNINGS
Retained Earnings - Beginning of period	$4,502,508		$3,938,693
Add - Earnings applicable to common stock	754,587	$754,587	966,423	$966,423
Deduct:
Dividends declared on common stock	308,416		259,955
Capital stock and other expenses	(11)		281
Total	308,405		260,236
Retained Earnings - End of period	$4,948,690		$4,644,880
ACCUMULATED OTHER COMPREHENSIVE
INCOME (LOSS) (Net of Taxes):
Balance at beginning of period
Accumulated derivative instrument fair value changes	($25,811)		$17,313
Other accumulated comprehensive income (loss) items	18,016		(39,673)
Total	(7,795)		(22,360)
Net derivative instrument fair value changes
arising during the period	(73,725)	(73,725)	(697)	(697)
Foreign currency translation adjustments	1,137	1,137	3,249	3,249
Net unrealized investment gains (losses)	12,046	12,046	16,043	16,043
Balance at end of period:
Accumulated derivative instrument fair value changes	($99,536)		$16,616
Other accumulated comprehensive income (loss) items	31,199		(20,381)
Total	($68,337)		($3,765)
Comprehensive Income		$694,045		$985,018
PAID-IN CAPITAL
Paid-in Capital - Beginning of period	$4,767,615		$4,666,753
Add: Common stock issuances related to stock plans	51,233		29,845
Paid-in Capital - End of period	$4,818,848		$4,696,598
See Notes to Consolidated Financial Statements.

ENTERGY CORPORATION AND SUBSIDIARIES
SELECTED OPERATING RESULTS
For the Three and Nine Months Ended September 30, 2004 and 2003
(Unaudited)
	Three Months Ended		Increase/
Description	2004	2003	(Decrease)	%
	(In Millions)
Electric Operating Revenues:
Residential	$979	$928	$51	5
Commercial	616	561	55	10
Industrial	637	566	71	13
Governmental	57	56	1	2
Total retail	2,289	2,111	178	8
Sales for resale	102	102	-	- -
Other	(2)	23	(25)	(109)
Total	$2,389	$2,236	$153	7
Billed Electric Energy
Sales (GWh):
Residential	10,738	10,763	(25)	- -
Commercial	7,753	7,539	214	3
Industrial	10,456	9,975	481	5
Governmental	714	737	(23)	(3)
Total retail	29,661	29,014	647	2
Sales for resale	2,040	2,093	(53)	(3)
Total	31,701	31,107	594	2
	Nine Months Ended		Increase/
Description	2004	2003	(Decrease)	%
	(In Millions)
Electric Operating Revenues:
Residential	$2,191	$2,111	$80	4
Commercial	1,530	1,427	103	7
Industrial	1,710	1,562	148	9
Governmental	150	152	(2)	(1)
Total retail	5,581	5,252	329	6
Sales for resale	305	303	2	1
Other	157	208	(51)	(25)
Total	$6,043	$5,763	$280	5
Billed Electric Energy
Sales (GWh):
Residential	25,375	25,776	(401)	(2)
Commercial	19,860	19,525	335	2
Industrial	29,868	28,855	1,013	4
Governmental	1,924	2,033	(109)	(5)
Total retail	77,027	76,189	838	1
Sales for resale	6,825	7,196	(371)	(5)
Total	83,852	83,385	467	1

ENTERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. COMMITMENTS AND CONTINGENCIES

Sales Warranties and Indemnities

See Notes 9 and 14 to the consolidated financial statements in the Form 10-K for information on certain warranties made by Entergy or its subsidiaries in the Saltend sales transaction. Entergy has now reached an agreement with the purchasers that resolves its potential liability on the warranties.

Nuclear Insurance and Spent Nuclear Fuel

See Note 9 to the consolidated financial statements in the Form 10-K for information on nuclear liability, property and replacement power insurance, related NRC regulations, and the disposal of spent nuclear fuel associated with Entergy's nuclear power plants.

The Property Insurance Policy was renewed on April 1, 2004 with the following changes: 1) the deductibles for Indian Point 2 and 3 (each unit has a separate parameter), FitzPatrick, Pilgrim, and Vermont Yankee increased to $2.5 million per occurrence for other than turbine/generator damage; and 2) the deductibles for ANO 1 and 2, Grand Gulf 1, River Bend, and Waterford 3 increased to $5 million per occurrence for turbine/generator damage and $5 million per occurrence for other than turbine/generator damage.

Under Nuclear Electric Insurance Limited's (NEIL) Accidental Outage Coverage program, FitzPatrick's and Pilgrim's weekly indemnity decreased to $4 million and Vermont Yankee's weekly indemnity decreased to $3.5 million.

Under the property damage and accidental outage insurance programs, Entergy's nuclear plants could be subject to assessments should losses exceed the accumulated funds available from NEIL. As of September 30, 2004, the maximum amount of such possible assessments per occurrence was $68.9 million for the Non-Utility Nuclear plants and $50.8 million for the U.S. Utility plants.

Pending DOE acceptance and disposal of spent nuclear fuel, the owners of nuclear plants are responsible for their own spent fuel storage. Current on-site spent fuel storage capacity at Grand Gulf I, River Bend, and Waterford 3 is estimated to be sufficient until approximately 2007, 2005, and 2012, respectively, at which time dry cask storage facilities will be placed into service. An ANO storage facility using dry casks began operation in 1996, has been expanded since, and will be further expanded as needed. The spent fuel storage capacity at Pilgrim is licensed to provide enough storage capacity until approximately 2012. The first dry spent fuel storage casks were loaded at FitzPatrick in 2002, and further casks will be loaded there as needed. Indian Point and Vermont Yankee currently have sufficient spent fuel storage capacity until approximately 2006, at which time management expects planned dry cask storage capacity to begin operation.

Nuclear Decommissioning Costs

See Note 9 to the consolidated financial statements in the Form 10-K for information on nuclear decommissioning costs. SFAS 143, "Accounting for Asset Retirement Obligations," which was implemented effective January 1, 2003, requires the recording of liabilities for all legal obligations associated with the retirement of long-lived assets that result from the normal operation of those assets. These liabilities are recorded at their fair values (which are likely to be the present values of the estimated future cash outflows) in the period in which they are incurred, with an accompanying addition to the recorded cost of the long-lived asset. The asset retirement obligation is accreted each year through a charge to expense, to reflect the time value of money for this present value obligation.

The amounts added to the carrying amounts of the long-lived assets are depreciated over the useful lives of the assets.  The net effect of implementing this standard for the rate-regulated business of the domestic utility companies and System Energy was recorded as a regulatory asset, with no resulting impact on Entergy's net income. Entergy recorded these regulatory assets because existing rate mechanisms in each jurisdiction are based on the principle that Entergy will recover all ultimate costs of decommissioning from customers. The implementation of SFAS 143 for the portion of River Bend not subject to cost-based ratemaking decreased earnings by approximately $21 million net-of-tax ($0.09 per share) as a result of a one-time cumulative effect of accounting change. For the Non-Utility Nuclear business, the implementation of SFAS 143 resulted in an increase in earnings in 2003 of approximately $155 million net-of-tax ($0.67 per share) as a result of a one-time cumulative effect o f accounting change.

In accordance with a new decommissioning cost study for ANO 1 and 2, in the first quarter of 2004 Entergy Arkansas recorded a revision to its estimated decommissioning cost liability. The revised estimate resulted in a $107.7 million reduction in its decommissioning liability, along with a $19.5 million reduction in utility plant and an $88.2 million reduction in the related regulatory asset.

In the third quarter of 2004, Entergy Gulf States recorded a revision to its estimated decommissioning cost liability in accordance with a new decommissioning cost study for River Bend that reflected a life extension for the plant. The revised estimate resulted in a $116.8 million reduction in decommissioning liability, along with a $31.3 million reduction in utility plant, a $40.1 million reduction in the related regulatory asset and a regulatory liability of $17.7 million. For the portion of River Bend not subject to cost-based ratemaking, the revised estimate resulted in the elimination of the asset retirement cost that had been recorded at the time of adoption of SFAS 143 with the remainder recorded as miscellaneous income of $27.7 million.

In the third quarter of 2004 Entergy's Non-Utility Nuclear business recorded a reduction of $20.3 million in decommissioning liability to reflect changes in assumptions regarding the timing of when decommissioning of a plant will begin. Entergy considered the assumptions as part of recent studies evaluating the economic effect of the plant in its region. The revised estimate resulted in miscellaneous income of $20.3 million, reflecting the excess of the reduction in the liability over the amount of undepreciated asset retirement cost recorded at the time of adoption of SFAS 143.

As discussed in the Form 10-K, the Energy Policy Act of 1992 contains a provision that assesses domestic nuclear utilities with fees for the decontamination and decommissioning (D&D) of the DOE's past uranium enrichment operations. The Energy Policy Act calls for cessation of annual D&D assessments no later than October 24, 2007. Entergy will oppose any attempts to extend the assessments past this date, but cannot state with certainty that an extension will not be made.

CashPoint Bankruptcy

The domestic utility companies entered an agreement with CashPoint Network Services (CashPoint) under which CashPoint was to manage a network of payment agents through which Entergy's utility customers could pay their bills. The payment agent system allows customers to pay their bills at various commercial or governmental locations, rather than sending payments by mail. Approximately one-third of Entergy's utility customers use payment agents.

On April 19, 2004, CashPoint failed to pay funds due to the domestic utility companies that had been collected through payment agents. The domestic utility companies then obtained a temporary restraining order from the Civil District Court for the Parish of Orleans, State of Louisiana, enjoining CashPoint from distributing funds belonging to Entergy, except by paying those funds to Entergy. On April 22, 2004, a petition for involuntary Chapter 7 bankruptcy was filed against CashPoint by other creditors in the United States Bankruptcy Court for the Southern District of New York. In response to these events, the domestic utility companies expanded an existing contract with another company to manage all of their payment agents. The domestic utility companies filed proofs of claim in the CashPoint bankruptcy proceeding in September 2004. Although Entergy cannot precisely determine at this time the amount that CashPoint owes to the domestic utility companies that may not be repaid, it has accrued an estimate of loss based on current information. If no cash is repaid to the domestic utility companies, an event Entergy does not believe is likely, the current estimate of maximum exposure to loss is approximately $25 million.

Employment Litigation

Entergy Corporation and certain subsidiaries are defendants in numerous lawsuits filed by former employees asserting that they were wrongfully terminated and/or discriminated against on the basis of age, race, sex, or other protected characteristics. The defendant companies deny any liability to the plaintiffs.

NOTE 2. RATE AND REGULATORY MATTERS

Electric Industry Restructuring and the Continued Application of SFAS 71

Previous developments and information related to electric industry restructuring are presented in Note 2 to the consolidated financial statements in the Form 10-K.

Texas

See Note 2 to the consolidated financial statements in the Form 10-K for a discussion of the status of retail open access in Entergy Gulf States' Texas service territory and Entergy Gulf States' independent organization request. On March 15, 2004, the PUCT issued a preliminary order in Entergy Gulf States' independence proceeding in which the PUCT determined, among other things, that the ultimate question in the proceeding is whether Entergy Gulf States' proposed independent organization, Entergy Transmission Organization, is sufficiently independent of any producer or seller of electricity that its decisions will not be unduly influenced by any producer or seller. After a hearing held in June 2004 on the merits, in July 2004 the PUCT denied Entergy's application to certify Entergy's transmission organization as an independent organization under Texas law. In its order, the PUCT also ordered: the cessation of efforts to develop an interim solution for retail open access in Entergy Gu lf States' Texas service territory, termination of the pilot project in that territory, and a delay in retail open access in that territory until either a FERC-approved RTO is in place or some other independent transmission entity is certified under Texas law. Several parties filed motions for rehearing on the termination of the pilot program aspect of the order, claiming the issue was not properly a part of the proceeding. The PUCT denied these motions for rehearing in September 2004.

In view of the PUCT order to delay retail open access in the Texas service territory, Entergy Gulf States filed a retail electric rate case and fuel reconciliation proceeding with the PUCT in August 2004 seeking the following:

• approval of a base rate increase of $42.6 million annually for the Texas retail jurisdiction;
• approval to implement a $14.1 million per year rider to recover, over a 15-year period, $110.9 million of incurred costs related to its efforts to transition to a competitive retail market in accordance with the Texas restructuring law;
• proposed $11.3 million franchise fee rider to recover payments to municipalities charging such fees; and
• a requested return on equity of 11.5%.

In addition, Entergy Gulf States' fuel reconciliation filing made in conjunction with the base rate case seeks to reconcile approximately $288 million in fuel and purchased power costs incurred during the period September 2003 through March 2004. The PUCT requested that the parties submit briefs addressing threshold issues related to whether Entergy Gulf States has the right to file a base rate case and what relief is available, if the PUCT were to determine that Entergy Gulf States' base rates are subject to the rate freeze imposed in December 2001 in connection with the market readiness docket initiated by the PUCT Staff. The PUCT considered these issues in September 2004. In October 2004, the PUCT issued a written order in which it dismissed the rate case indicating that Entergy Gulf States is still subject to a rate freeze based on an agreement in 2001 stipulating that a rate freeze would remain in effect until retail open access commenced in Entergy Gulf States' service territory. Entergy Gulf States intends to file a motion for rehearing and also intends to pursue other available remedies.

Deferred Fuel Costs

In September 2004, Entergy Gulf States filed an application with the PUCT to implement a $27. 8 million interim fuel surcharge, including interest, to collect under-recovered fuel and purchased power expenses incurred from September 2003 through July 2004. Entergy Gulf States proposes to collect the surcharge over a six-month period beginning January 2005. Hearings are expected to occur in November 2004. Amounts collected though the interim fuel surcharge are subject to final reconciliation in a future fuel reconciliation proceeding.

In March 2004, Entergy Arkansas filed with the APSC its energy cost recovery rider for the period April 2004 through March 2005. The filed energy cost rate, which accounts for 12 percent of a typical residential customer's bill using 1,000 kWh per month, increased 16 percent due primarily to the elimination of a credit contained in the prior year's rate to refund previously over-recovered fuel costs. Also included in this year's energy cost calculation is a decrease in rates of $3.9 million as a result of the operation of a revised energy allocation method between the retail and wholesale sectors resulting from the approval of a life-of-resources power purchase agreement with Entergy New Orleans.

In March 2004, Entergy Gulf States filed with the PUCT a fuel reconciliation case covering the period September 2000 through August 2003. Entergy Gulf States is reconciling $1.43 billion of fuel and purchased power costs on a Texas retail basis. The reconciliation includes $8.6 million of under-recovered costs that Entergy Gulf States is asking to roll into its fuel over/under-recovery balance to be addressed in the next appropriate fuel proceeding. This case involves imputed capacity and River Bend payment issues similar to those decided adversely in the January 2001 proceeding, discussed below, which is now on appeal. The PUCT Staff has quantified these issues at $11.2 million. Hearings occurred in October 2004 and a final PUCT decision is expected in the first quarter of 2005.

See Note 2 to the consolidated financial statements in the Form 10-K for a discussion of Entergy Gulf States' January 2001 fuel reconciliation case filed with the PUCT covering the period from March 1999 through August 2000 and subsequent proceedings at Travis County District Court and the Third District Court of Appeals. Entergy Gulf States appealed to the Court of Appeals the disallowance of approximately $4.2 million related to imputed capacity costs and the disallowance related to costs for energy delivered from the 30% non-regulated share of River Bend. Oral argument before the appellate court occurred in September 2004.

As discussed in Note 2 to the consolidated financial statements in the Form 10-K, in August 2000, the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Louisiana pursuant to a November 1997 LPSC general order. The time period that is the subject of the audit is January 1, 2000 through December 31, 2001. In September 2003, the LPSC staff issued its audit report and recommended a disallowance with regard to one item. The issue relates to the alleged failure to uprate Waterford 3 in a timely manner, a claim that also has been raised in the summer 2001, 2002, and 2003 purchased power proceedings. The LPSC staff has quantified the possible disallowance as between $7.6 and $14 million. Entergy Louisiana notified the LPSC that it will contest the recommendation. The procedural schedule in the case has been suspended. A status conference for the purpose of establishing a new procedural schedule will be set when the current hearings in the Power Purchase Agreement proceedings at the FERC are concluded. The FERC hearings in that matter are expected to conclude in November 2004.

Retail Rate Proceedings

Filings with the PUCT and Texas Cities

Recovery of River Bend Costs

See Note 2 to the consolidated financial statements in the Form 10-K for a discussion of the March 1998 PUCT disallowance of recovery of River Bend plant costs that had been held in abeyance since 1988, and subsequent proceedings at Travis County District Court and the Third District Court of Appeals that affirmed the PUCT disallowance. In September 2004, the Texas Supreme Court denied Entergy Gulf States' petition for review, and Entergy Gulf States filed a motion for rehearing. In October 2004, the Texas Supreme Court requested that the other parties file responses to Entergy Gulf States' motion, and the matter is pending.

Filings with the LPSC

Annual Earnings Reviews (Entergy Gulf States)

See Note 2 to the consolidated financial statements in the Form 10-K for a discussion of Entergy Gulf States' ninth and last required post-merger analysis filed with the LPSC in May 2002. In the LPSC staff's December 2003 testimony, the staff recommended an annual rate refund of approximately $30 million effective June 2002 and a prospective rate reduction of approximately $50 million. Hearings concluded in May 2004.

Proposed Settlement (Entergy Gulf States and Entergy Louisiana)

In June 2004, Entergy Gulf States and Entergy Louisiana filed a proposed settlement with the LPSC that would resolve, among other dockets, Entergy Gulf States' ninth post-merger analysis and dockets established to consider issues concerning the companies' power purchases for the summers of 2001, 2002, and 2003. The proposed settlement included an offer to refund approximately $64 million to Entergy Gulf States' Louisiana customers and $1 million to Entergy Louisiana's customers, with no change in either company's current base rates.  The settlement also proposed a formula rate plan for Entergy Gulf States' Louisiana operations. At its September 2004 Business and Executive Session, the LPSC consolidated various dockets that were the subject of proposed settlement. The LPSC directed its staff to preside over settlement discussions and to submit any proposed settlement to the LPSC for its consideration.

Retail Rates

(Entergy Gulf States)

In July 2004, Entergy Gulf States filed with the LPSC an application for a change in its rates and charges seeking an increase of $9.1 million in gas base rates in order to allow Entergy Gulf States an opportunity to earn a fair and reasonable rate of return. Entergy Gulf States is also seeking approval of certain proposed rate design, rate schedule, and policy changes. A procedural schedule has not been established.

(Entergy Louisiana)

See Note 2 to the consolidated financial statements in the Form 10-K for Entergy Louisiana's rate filing with the LPSC requesting a base rate increase. In August 2004, the LPSC Staff filed testimony in which it recommended up to a $19.5 million rate increase for Entergy Louisiana, assuming that the Perryville acquisition is approved in time for the Perryville costs to be included in rates set in this proceeding.Additional issues and updates that will be evaluated in connection with this proceeding are likely to result in revisions to the LPSC Staff's recommendation. These issues may reduce the amount of the recommended rate increase or cause it to become a recommendation for a rate decrease. Hearings are currently scheduled to begin in December 2004.

Filings with the City Council

Formula Rate Plan Filings

In April 2004, Entergy New Orleans made filings with the City Council as required by the earnings review process prescribed by the Gas and Electric Formula Rate Plans approved by the Council in 2003. The filings showed an increase in Entergy New Orleans' electric revenues of $1.15 million and an increase in Entergy New Orleans' gas revenues of $32,000 is warranted. The Council Advisors and intervenors reviewed the filings, and filed their recommendations in July 2004. In August 2004, in accordance with the City Council's requirements for the formula rate plans, Entergy New Orleans made a filing with the City Council reflecting the parties' concurrence that no change in Entergy New Orleans' electric or gas rates is warranted. Later in August 2004, the City Council approved an unopposed settlement among Entergy New Orleans, the Council Advisors, and the intervenors in connection with the Gas and Electric Formula Rate Plans. In accordance with the resolution approving the settlement agreement, Entergy New Orleans' gas and electric base rates remain unchanged from levels set in May 2003. The resolution ordered Entergy New Orleans to defer $5.96 million of fossil plant maintenance expense incurred in 2003 and to record on its books a regulatory asset in that amount to be amortized over a five-year period effective January 2003. Entergy New Orleans also w as ordered to defer $3.86 million relating to voluntary severance plan costs allocated to its electric operations and $0.99 million allocated to its gas operations, which amounts were accrued on its books in 2003, and to record on its books regulatory assets in those amounts to be amortized over five years effective January 2004.

Fuel Adjustment Clause Litigation

See "Fuel Adjustment Clause Litigation" in Note 2 to the consolidated financial statements in the Form 10-K for a discussion of the complaint filed by a group of ratepayers in state court in Orleans Parish and with the City Council regarding certain costs passed on to ratepayers in Entergy New Orleans' fuel adjustment filings with the City Council. In February 2004, the City Council approved a resolution that results in a refund to customers of $11.3 million, including interest, during the months of June through September 2004. The resolution concludes, among other things, that the record does not support an allegation that Entergy New Orleans' actions or inactions, either alone or in concert with Entergy or any of its affiliates, constituted a misrepresentation or a suppression of the truth made in order to obtain an unjust advantage of Entergy New Orleans, or to cause loss, inconvenience or harm to its ratepayers. Management believes that it has adequately provided for the liability associated with this proceeding. The plaintiffs have appealed the City Council resolution to the state court in Orleans Parish. Oral argument on the plaintiffs' appeal is scheduled for February 2005. In addition, in March 2004, the plaintiffs supplemented and amended the class action petition that had been filed in state court in April 1999. This proceeding has been stayed pending resolution of plaintiffs' appeal in the proceeding commenced with the City Council.

NOTE 3. COMMON EQUITY

Common Stock

Earnings per Share

The following tables present Entergy's basic and diluted earnings per share (EPS) calculations included on the consolidated income statement:

		For the Three Months Ended September 30,
		2004		2003
		(In Millions, Except Per Share Data)
			$/share		$/share
Income before cumulative effect of accounting change less preferred dividends and Earnings applicable to common stock		$282.2		$365.8
Average number of common shares outstanding - basic		226.9	$1.24	228.1	$1.60
Average dilutive effect of:
	Stock Options (1)	4.0	(0.022)	4.2	(0.029)
	Deferred Units	0.2	(0.001)	0.2	(0.001)
Average number of common shares outstanding - diluted		231.1	$1.22	232.5	$1.57
		For the Nine Months Ended September 30,
		2004		2003
		(In Millions, Except Per Share Data)
			$/share		$/share
Income before cumulative effect of accounting change less preferred dividends		$754.6		$823.5
Average number of common shares outstanding - basic		228.6	$3.30	226.1	$3.64
Average dilutive effect of:
	Stock Options (1)	4.1	(0.057)	4.0	(0.063)
	Deferred Units	0.2	(0.003)	0.3	(0.005)
Average number of common shares outstanding - diluted		232.9	$3.24	230.4	$3.57
Earnings applicable to common stock		$754.6		$966.4
Average number of common shares outstanding - basic		228.6	$3.30	226.1	$4.27
Average dilutive effect of:
	Stock Options (1)	4.1	(0.057)	4.0	(0.074)
	Deferred Units	0.2	(0.003)	0.3	(0.006)
Average number of common shares outstanding - diluted		232.9	$3.24	230.4	$4.19

(1) Options to purchase 1,850,701 shares of common stock at various prices were outstanding at September 30, 2004 that were not included in the computation of diluted earnings per share because the exercise prices were greater than the average market price of the common shares at the end of the period. At September 30, 2003 all outstanding options, totaling 16,031,768, were included in the computation of diluted earnings per share as a result of the average market price of the common shares being greater than the exercise prices.

Entergy's stock option and other stock compensation plans are discussed in Note 8 to the consolidated financial statements in the Form 10-K.

For the nine months ended September 30, 2004, Entergy Corporation issued 3,729,906 shares of its previously repurchased common stock to satisfy stock option exercises and other stock-based awards and repurchased 7,382,000 shares of common stock for a total purchase price of $416.3 million.

Retained Earnings

On October 20, 2004, Entergy Corporation's Board of Directors declared a common stock dividend of $0.54 per share, payable on December 1, 2004, to holders of record as of November 17, 2004.

NOTE 4. LINES OF CREDIT, RELATED SHORT-TERM BORROWINGS, AND LONG-TERM DEBT

In May 2004, Entergy Corporation renewed its 364-day bank credit facility into two separate facilities, a 364-day credit facility and a 3-year credit facility. The 364-day credit facility has a borrowing capacity of $485 million and expires in May 2005. As of September 30, 2004, no borrowings were outstanding on this facility. The 3-year credit facility has a borrowing capacity of $965 million and expires in May 2007. As of September 30, 2004, $100 million in borrowings were outstanding on this facility. Entergy also has the ability to issue letters of credit against the 3-year credit facility and its $965 million borrowing capacity, and $40 million had been issued against this facility at September 30, 2004. Although the Entergy Corporation 364-day credit facility expires in May 2005, Entergy has the discretionary option to extend the period to repay the amount then outstanding for an additional 364-day term. Because of this option, which Entergy intends to exercise if it does n ot renew the credit line or obtain an alternative source of financing, any debt outstanding under the credit facilities is reflected in long-term debt on the balance sheet. The average commitment fee for the facilities is currently 0.14% of the line amount. Commitment fees and interest rates on loans under the credit facilities can fluctuate depending on the senior debt ratings of the domestic utility companies.

The short-term borrowings of Entergy's subsidiaries are limited to amounts authorized by the SEC. The current limits authorized are effective through November 30, 2004. In addition to borrowing from commercial banks, Entergy's subsidiaries are authorized to borrow from the Entergy System Money Pool (money pool). The money pool is an inter-company borrowing arrangement designed to reduce Entergy's subsidiaries' dependence on external short-term borrowings. Borrowings from the money pool and external borrowings combined may not exceed the SEC authorized limits. As of September 30, 2004, Entergy's subsidiaries' authorized limit was $1.6 billion and the outstanding borrowing from the money pool was $239.4 million. In August 2004, Entergy filed with the SEC to extend the authorization period for the current short-term borrowing limits and the money pool borrowing arrangement.

Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans each have separate short-term credit facilities available as follows:

Company	Expiration Date	Amount of Facility	Amount Drawn as of September 30, 2004
Entergy Arkansas	April 2005	$85 million	$85 million
Entergy Louisiana	April 2005	$15 million	-
Entergy Mississippi	May 2005	$25 million	$25 million
Entergy New Orleans	April 2005	$14 million	-

The combined amount borrowed by Entergy Louisiana and Entergy New Orleans under these facilities at any one time cannot exceed $15 million. The facilities have variable interest rates and the average commitment fee is 0.15%.

The following long-term debt has been issued by Entergy in 2004:

	Issue Date	Amount
		(In Thousands)
U.S. Utility
Mortgage Bonds:
5.50% Series due April 2019, Entergy Louisiana	March 2004	$100,000
6.25% Series due April 2034, Entergy Mississippi	April 2004	$100,000
4.65% Series due May 2011, Entergy Mississippi	April 2004	$80,000
5.60% Series due September 2024, Entergy New Orleans	August 2004	$35,000
5.65% Series due September 2029, Entergy New Orleans	August 2004	$40,000
Issuances after balance sheet date:
6.40% Series due October 2034, Entergy Louisiana	October 2004	$70,000
6.38% Series due November 2034, Entergy Arkansas	October 2004	$60,000
5.09% Series due November 2014, Entergy Louisiana	October 2004	$115,000
4.875% Series due November 2011, Entergy Gulf States	October 2004	$200,000
Other Long-term Debt:
4.60% Series due April 2022, Entergy Mississippi	September 2004	$16,030

The following long-term debt has been retired by Entergy in 2004:

	Retirement Date	Amount
		(In Thousands)
U.S. Utility
Mortgage Bonds:
8.25% Series due April 2004, Entergy Gulf States	April 2004	$292,000
6.20% Series due May 2004, Entergy Mississippi	May 2004	$75,000
6.45% Series due April 2008, Entergy Mississippi	May 2004	$80,000
7.70% Series due July 2023, Entergy Mississippi	May 2004	$60,000
8.0% Series due March 2023, Entergy New Orleans	September 2004	$45,000
7.55% Series due September 2023, Entergy New Orleans	September 2004	$30,000
Other Long-term Debt:
Grand Gulf Lease Obligation payment	N/A	$6,348
Waterford 3 Lease Obligation payment	N/A	$14,809
Retirements after balance sheet date:
7.0% Series due April 2022, Entergy Mississippi	October 2004	$7,935
7.0% Series due April 2022, Entergy Mississippi	October 2004	$8,095

In September 2004, Entergy Gulf States purchased its $62 million of 5.65% Series West Feliciana Parish bonds from the holders, pursuant to a mandatory tender provision, and has not remarketed the bonds at this time. Entergy Gulf States used a combination of cash on hand and short-term borrowings to buy-in the bonds.

In October 2004, Entergy Arkansas issued $60 million of 6.38% Series First Mortgage Bonds due November 1, 2034. In November 2004, Entergy Arkansas plans to use the proceeds to redeem the $61.9 million of 8.5% Series Junior Subordinated Deferrable Interest Debentures due 2045.

In October 2004, Entergy Gulf States issued $200 million of 4.875% Series of First Mortgage Bonds due November 1, 2011. Entergy Gulf States plans to use the proceeds to redeem, prior to maturity, $200 million of 5.2% Series of First Mortgage Bonds due December 3, 2007.

In October 2004, Entergy Louisiana issued $70 million of 6.40% Series of First Mortgage Bonds due October 1, 2034. In November 2004, Entergy Louisiana plans to use the proceeds to redeem $72.2 million of 9.0% Series Junior Subordinated Deferrable Interest Debentures due 2045.

In October 2004, Entergy Louisiana issued $115 million of 5.09% Series of First Mortgage Bonds due November 1, 2014. Entergy Louisiana plans to use the proceeds to redeem, prior to maturity, $115 million of 6.5% Series of First Mortgage Bonds due March 1, 2008.

NOTE 5. STOCK-BASED COMPENSATION

As described more fully in Note 8 to the consolidated financial statements in the Form 10-K, Entergy grants stock options to key employees of the Entergy subsidiaries. Prior to 2003, Entergy applied the recognition and measurement principles of APB Opinion 25, "Accounting for Stock Issued to Employees," and related Interpretations in accounting for the stock option grants. Effective January 1, 2003, Entergy prospectively adopted the fair value based method of accounting for stock options prescribed by SFAS 123, "Accounting for Stock-Based Compensation." Awards under Entergy's stock-based compensation plans vest over three years. Therefore, the cost related to stock-based employee compensation included in the determination of net income for 2003 and 2004 is less than that which would have been recognized if the fair value based method had been applied to all awards since the original effective date of SFAS 123. The following table illustrates the effect on net income and earnings p er share if Entergy would have historically applied the fair value based method of accounting to stock-based employee compensation.

		Three Months Ended September 30,		Nine Months Ended September 30,
		2004	2003	2004	2003
		(In Thousands, Except Per Share Data)
Earnings applicable to common stock		$282,244	$365,774	$754,587	$966,423
Add: Stock-based compensation expense included in earnings applicable to common stock, net of related tax effects		1,389	692	3,752	2,113
Deduct: Total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects		4,271	6,117	12,398	18,388
Pro forma earnings applicable to common stock		$279,362	$360,349	$745,941	$950,148
Earnings per average common share:
	Basic	$1.24	$1.60	$3.30	$4.27
	Basic - pro forma	$1.23	$1.58	$3.26	$4.20
	Diluted	$1.22	$1.57	$3.24	$4.19
	Diluted - pro forma	$1.21	$1.55	$3.20	$4.12

NOTE 6. RETIREMENT AND OTHER POSTRETIREMENT BENEFITS

Components of Net Pension Cost

Entergy's pension cost, including amounts capitalized, for the third quarters of 2004 and 2003 included the following components:

	2004	2003
	(In Thousands)
Service cost - benefits earned during the period	$19,132	$14,430
Interest cost on projected benefit obligation	37,005	30,363
Expected return on assets	(38,324)	(36,702)
Amortization of transition asset	(190)	(180)
Amortization of prior service cost	1,286	1,362
Amortization of loss	5,425	1,146
Net pension costs	$24,334	$10,419

Entergy's pension cost, including amounts capitalized, for the nine months ended September 30, 2004 and 2003, included the following components:

	2004	2003
	(In Thousands)
Service cost - benefits earned during the period	$56,394	$46,576
Interest cost on projected benefit obligation	108,999	97,867
Expected return on assets	(115,628)	(119,914)
Amortization of transition asset	(572)	(582)
Amortization of prior service cost	4,112	4,418
Amortization of loss	14,233	3,244
Net pension costs	$67,538	$31,609

Components of Net Other Postretirement Benefit Cost

Entergy's other postretirement benefit cost, including amounts capitalized, for the third quarters of 2004 and 2003 included the following components:

	2004	2003
	(In Thousands)
Service cost - benefits earned during the period	$7,737	$10,533
Interest cost on APBO	13,450	13,284
Expected return on assets	(4,707)	(3,828)
Amortization of transition obligation	756	2,868
Amortization of prior service cost	(1,306)	249
Amortization of loss	5,489	4,440
Net other postretirement benefit cost	$21,419	$27,546

Entergy's other postretirement benefit cost, including amounts capitalized, for the nine months ended September 30, 2004 and 2003, included the following components:

	2004	2003
	(In Thousands)
Service cost - benefits earned during the period	$25,590	$29,445
Interest cost on APBO	41,183	39,378
Expected return on assets	(14,034)	(11,884)
Amortization of transition obligation	2,203	8,604
Amortization of prior service cost	(2,804)	747
Amortization of loss	16,916	11,610
Net other postretirement benefit cost	$69,054	$77,900

Employer Contributions

Entergy previously disclosed in its 2003 Form 10-K that it expected to contribute $110 million to its pension plans in 2004. In April 2004, the President signed the Pension Funding Equity Act of 2004 into law, which reduced Entergy's estimated 2004 required pension contribution to $72.8 million. As of September 30, 2004, Entergy has contributed $69.0 million to its pension plans. Therefore, Entergy presently anticipates contributing an additional $3.8 million to fund its pension plans in 2004.

Medicare Prescription Drug, Improvement and Modernization Act of 2003 (Medicare Act)

As disclosed in Note 11 to the consolidated financial statements in the Form 10-K, Entergy elected to record an estimate of the effects of the Medicare Act in December 2003. In August 2004, the Centers for Medicare and Medicaid Services issued proposed regulations to implement the new Medicare law. Based on actuarial analysis at September 30, 2004, the estimated effect of future Medicare subsidies reduced the January 1, 2004 Accumulated Postretirement Benefit Obligation by $128 million and reduced the third quarter 2004 and nine months ended September 30, 2004 other postretirement benefit cost by $5.8 million and $12.8 million, respectively.

NOTE 7. BUSINESS SEGMENT INFORMATION

Entergy's reportable segments as of September 30, 2004 are U.S. Utility, Non-Utility Nuclear, and Energy Commodity Services. "All Other" includes the parent company, Entergy Corporation, and other business activity, including the Competitive Retail Services business, which has higher revenues in 2004 as its number of customers has increased, and earnings on the proceeds of sales of previously-owned businesses.

Entergy's segment financial information for the third quarters of 2004 and 2003 is as follows:

	U. S. Utility	Non-Utility Nuclear*	Energy Commodity Services *	All Other*	Eliminations	Consolidated
	(In Thousands)
2004
Operating Revenues	$2,423,366	$350,343	$66,193	$140,756	($17,077)	$2,963,581
Equity in earnings (loss) of
unconsolidated equity affiliates	-	-	(72,015)	-	-	(72,015)
Income Taxes (Benefit)	161,477	45,108	(30,529)	(1,280)	-	174,776
Net Income (Loss)	263,851	63,713	(38,935)	(582)	-	288,047
2003
Operating Revenues	$2,262,026	$337,728	$48,195	$69,550	($17,374)	$2,700,125
Equity in earnings of
unconsolidated equity affiliates	-	-	60,099	1	(1)	60,099
Income Taxes (Benefit)	172,484	39,284	19,705	(10,657)	-	220,816
Net Income (Loss)	278,813	59,606	36,330	(3,099)	-	371,650

Entergy's segment financial information for the nine months ended September 30, 2004 and 2003 is as follows:

	U. S. Utility	Non-Utility Nuclear*	Energy Commodity Services *	All Other*	Eliminations	Consolidated
	(In Thousands)
2004
Operating Revenues	$6,199,528	$1,033,936	$165,476	$351,140	($49,852)	$7,700,228
Equity in earnings (loss) of
unconsolidated equity affiliates	-	-	(31,908)	-	-	(31,908)
Income Taxes (Benefit)	358,007	129,441	(20,195)	(20,285)	-	446,968
Net Income (Loss)	586,157	195,541	(19,632)	10,009	-	772,075
Total Assets	22,652,954	4,481,272	2,200,880	1,029,416	(1,426,593)	28,937,929
2003
Operating Revenues	$5,904,584	$939,615	$149,074	$122,201	($23,714)	$7,091,760
Equity in earnings of
unconsolidated equity affiliates	-	-	258,451	1	(1)	258,451
Income Taxes (Benefit)	331,152	91,371	106,621	(30,076)	-	499,068
Cumulative effect of
accounting changes, net of tax	(21,333)	160,360	3,895	-	-	142,922
Net Income (Loss)	520,110	301,451	178,696	(16,165)	-	984,092
Total Assets	22,449,508	4,243,000	2,062,239	1,698,101	(1,885,018)	28,567,830

Businesses marked with * are sometimes referred to as the "competitive businesses," with the exception of the parent company, Entergy Corporation. Eliminations are primarily intersegment activity.

__________________________________

In the opinion of the management of Entergy Corporation, the accompanying unaudited financial statements contain all adjustments (consisting primarily of normal recurring accruals and reclassification of previously reported amounts to conform to current classifications) necessary for a fair statement of the results for the interim periods presented. The business of the U.S. Utility segment, however, is subject to seasonal fluctuations with the peak periods occurring during the third quarter. The results for the interim periods presented should not be used as a basis for estimating results of operations for a full year.

ENTERGY ARKANSAS, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

Third Quarter 2004 Compared to Third Quarter 2003

Net income decreased $1.4 million primarily due to a decrease in net revenue, partially offset by a lower effective income tax rate.

Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

Net income decreased $13.5 million primarily due to a decrease in net revenue and an increase in other operation and maintenance expenses, partially offset by a decrease in interest charges and a lower effective income tax rate.

Net Revenue

Third Quarter 2004 Compared to Third Quarter 2003

Net revenue, which is Entergy's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related, and purchased power expenses and 2) other regulatory credits. Following is an analysis of the change in net revenue comparing the third quarter of 2004 to the third quarter of 2003.

	Amount
	(In Millions)
2003 net revenue	$303.9
Volume/weather	(13.1)
Net wholesale revenue	4.7
Other	1.9
2004 net revenue	$297.4

The volume/weather variance primarily resulted from the effect of milder weather on sales during the third quarter of 2004 compared to the third quarter of 2003.

The net wholesale revenue variance resulted primarily from reduced losses associated with substitute energy provided to the co-owners of Entergy Arkansas' coal plants.

Fuel and purchased power expenses

Fuel and purchased power expenses increased primarily due to increased recovery of deferred fuel and purchased power costs.

Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

Following is an analysis of the change in net revenue comparing the nine months ended September 30, 2004 to the nine months ended September 30, 2003.

	Amount
	(In Millions)
2003 net revenue	$777.5
Deferred fuel cost revisions	(16.9)
Other	(8.3)
2004 net revenue	$752.3

Deferred fuel cost revisions decreased net revenue due to a revised estimate of fuel costs filed for recovery at Entergy Arkansas in the March 2004 energy cost recovery rider, which reduced net revenue by $11.5 million. The remainder of the variance is due to the 2002 energy cost recovery true-up, made in the first quarter of 2003, which increased net revenue in 2003.

Fuel and purchased power expenses

Fuel and purchased power expenses increased primarily due to increased recovery of deferred fuel and purchased power costs primarily due to the true-ups to the 2003 and 2002 energy cost recovery rider filings.

Other Income Statement Variances

Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

Other operation and maintenance expenses increased primarily due to:

• an increase of $7.7 million in customer service support costs; and
• an increase of $5.2 million in benefits costs.

Interest charges decreased primarily due to the refinancing of First Mortgage Bonds in mid-2003.

Income Taxes

The effective income tax rates for the third quarters of 2004 and 2003 were 36.4% and 41.0%, respectively. The effective income tax rates for the nine months ended September 30, 2004 and 2003 were 36.4% and 39.8%, respectively. The differences in the effective income tax rates for the third quarter of 2003 and the nine months ended September 30, 2003 versus the federal statutory rate of 35% are primarily due to book and tax differences related to utility plant items and state income taxes, partially offset by flow-through book and tax differences and the amortization of investment tax credits.

Liquidity and Capital Resources

Cash Flow

Cash flows for the nine months ended September 30, 2004 and 2003 were as follows:

		2004	2003
		(In Thousands)
Cash and cash equivalents at beginning of period		$8,834	$95,513
Cash flow provided by (used in):
	Operating activities	212,350	345,116
	Investing activities	(198,145)	(228,932)
	Financing activities	12,568	(179,053)
Net increase (decrease) in cash and cash equivalents		26,773	(62,869)
Cash and cash equivalents at end of period		$35,607	$32,644

Operating Activities

Cash flow from operations decreased $132.8 million for the nine months ended September 30, 2004 compared to the nine months ended September 30, 2003 primarily due to money pool activity. Money pool activity used $109.2 million of Entergy Arkansas' operating cash flows in the nine months ended September 30, 2004 and provided $46.9 million in the nine months ended September 30, 2003. This decrease was partially offset by increased recovery of deferred fuel costs.

Entergy Arkansas' receivables from or (payables to) the money pool were as follows:

September 30, 2004	December 31, 2003	September 30, 2003	December 31, 2002
(In Thousands)
$40,064	($69,153)	($42,665)	$4,279

See Note 4 to the domestic utility companies and System Energy financial statements in the Form 10-K for a description of the money pool.

Investing Activities

Net cash used in investing activities decreased $30.8 million for the nine months ended September 30, 2004 compared to the nine months ended September 30, 2003 primarily due to a decrease in construction expenditures resulting from less independent power producer-related work performed in 2004 combined with lower spending on customer support projects in 2004.

Financing Activities

Financing activities provided $12.6 million for the nine months ended September 30, 2004 compared to using $179.1 million for the nine months ended September 30, 2003 primarily due to the net retirement of $109.2 million of First Mortgage Bonds for the nine months ended September 30, 2003 and an $85 million borrowing made on Entergy Arkansas' 364-day credit facility during the nine months ended September 30, 2004.

Uses and Sources of Capital

See "Management's Financial Discussion and Analysis - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Arkansas' uses and sources of capital. Following is an update to the information provided in the Form 10-K.

In April 2004, Entergy Arkansas renewed its 364-day credit facility through April 30, 2005 and increased the amount available to $85 million. The facility was fully drawn at September 30, 2004.

In October 2004, Entergy Arkansas issued $60 million of 6.38% Series First Mortgage Bonds due November 1, 2034. Entergy Arkansas plans to use the proceeds to redeem in November 2004 the $61.9 million of 8.5% Series Junior Subordinated Deferrable Interest Debentures due 2045.

Significant Factors and Known Trends

See "Management's Financial Discussion and Analysis - Significant Factors and Known Trends" in the Form 10-K for a discussion of utility restructuring, System Agreement proceedings, market and credit risks, state and local regulatory risks, nuclear matters, and environmental risks. The following is an update to the Form 10-K.

System Agreement Proceedings

See the Form 10-K for a discussion of the proceeding commenced at the FERC by the LPSC regarding production cost equalization under the System Agreement, the ALJ's Initial Decision in the proceeding, and the "Order of Investigation" issued by the APSC. Several parties, including Entergy, the LPSC, the APSC, the MPSC, the City Council, and the FERC Staff, filed briefs on exceptions in response to the ALJ's Initial Decision. Entergy's exceptions to the ALJ's Initial Decision include: the practical effect of the Initial Decision is full production cost equalization, which was rejected in the Initial Decision and previously has been rejected by the FERC; resource planning for the Entergy System would be impeded if the Initial Decision were adopted; the remedy in the Initial Decision is inconsistent with the history, structure, and precedent regarding the System Agreement; the Initial Decision's remedy ignores the historical pattern of production cost disparities on the Entergy System and would result in substantial, sudden transfers of costs between groups of Entergy customers; the numerical standards proposed in the Initial Decision are arbitrary and are so complex that they will be difficult to implement; the Initial Decision improperly rejected Entergy's resource planning remedy; the Initial Decision erroneously determined that the full costs of the Vidalia project should be included in Entergy Louisiana's production costs for purposes of calculating relative production costs; and the Initial Decision erroneously adopted a new method of calculating reserve sharing costs rather than the current method.

As reported in the Form 10-K, if the FERC grants the relief requested by the LPSC in the proceeding, the relief may result in a material increase in the total production costs the FERC allocates to companies whose costs currently are projected to be less than the Entergy System average, and a material decrease in the total production costs the FERC allocates to companies whose costs currently are projected to exceed that average.   If the FERC adopts the ALJ's Initial Decision, the amount of production costs that would be reallocated among the domestic utility companies would be determined through consideration of each domestic utility company's relative total production cost expressed as a percentage of Entergy System average total production cost. The ALJ's Initial Decision would reallocate production costs of the domestic utility companies whose percent of Entergy System average production cost are outside an upper or lower bandwidth. This would be accomplished by payment s from domestic utility companies whose production costs are below Entergy System average production cost to domestic utility companies whose production costs are above Entergy System average production cost.

An assessment of the potential effects of the ALJ's Initial Decision requires assumptions regarding the future total production cost of each domestic utility company, which assumptions include the mix of solid fuel and gas-fired generation available to each company and the costs of natural gas and purchased power.  Entergy Louisiana and Entergy Gulf States are more dependent upon gas-fired generation than Entergy Arkansas, Entergy Mississippi, or Entergy New Orleans. Of these, Entergy Arkansas is the least dependent upon gas-fired generation.  Therefore, increases in natural gas prices likely will increase the amount by which Entergy Arkansas' total production costs are below the average production costs of the domestic utility companies.  Considerable uncertainty exists regarding future gas prices. Annual average gas prices have varied significantly over recent years, ranging from $1.92/mmBtu to $5.48/mmBtu for the 1994-2003 period, and averaging $2.99/mmBtu during the ten - -year period 1994-2003 and $3.77/mmBtu during the five-year period 1999-2003.  Recent market conditions have resulted in gas prices that have averaged $5.58/MMBtu for the twelve months ended September 2004. Based upon analyses considering the effect on future production costs if the FERC adopts the ALJ's Initial Decision, the following potential annual production cost reallocations among the domestic utility companies could result assuming annual average gas prices range from $6.39/mmBtu in 2005 declining to $4.97/mmBtu by 2009:

	Range of Annual Payments or (Receipts)	Average Annual Payments or (Receipts) for 2005-2009 Period
	(In Millions)	(In Millions)
Entergy Arkansas	$154 to $281	$215
Entergy Gulf States	($130) to ($15)	($63)
Entergy Louisiana	($199) to ($98)	($141)
Entergy Mississippi	($16) to $8	$1
Entergy New Orleans	($17) to ($5)	($12)

Management believes that any changes in the allocation of production costs resulting from a FERC decision and related retail proceedings should result in similar rate changes for retail customers. Therefore, management does not believe that this proceeding at the FERC will have a material effect on the financial condition of any of the domestic utility companies, although the outcome of the FERC proceeding and related retail proceedings cannot be predicted at this time.

Entergy Arkansas filed its initial testimony in response to the APSC's February Order of Investigation discussed in the Form 10-K. The testimony emphasizes that the ALJ's Initial Decision is not a final order by the FERC; briefly discusses some of the aspects of the Initial Decision that are included in Entergy's exceptions filed with the FERC; emphasizes that Entergy will seek to reverse the production cost-related portions of the Initial Decision; and states that Entergy Arkansas believes that it is premature, before the FERC makes a decision, for Entergy Arkansas to determine whether its continued participation in the System Agreement is appropriate.

In addition, as discussed in the Form 10-K, the APSC had publicly announced its intention to initiate an inquiry into Entergy Louisiana's Vidalia purchased power contract. In April 2004, the APSC commenced the investigation and requested historical documents, records, and information from Entergy Arkansas, which Entergy Arkansas has provided to the APSC.

Also in April 2004, the APSC issued an order directing Entergy Arkansas to show cause why Entergy Arkansas should not have to indemnify and hold its customers harmless from any adverse financial effects related to Entergy Louisiana's pending acquisition of the Perryville power plant, or show that the Perryville unit will produce economic benefits for Entergy Arkansas' customers. Entergy Arkansas filed a response in May 2004 stating that Entergy will seek to reverse the production cost-related portions of the ALJ's Initial Decision in the System Agreement proceeding at the FERC, that the Perryville acquisition is part of Entergy's request for proposal generation planning process, that Entergy Arkansas is not in a position to indemnify its retail customers from actions taken by the FERC, and that the Perryville acquisition is expected to reduce the domestic utility companies' overall production costs. Procedural schedules have not been established in these APSC investigations.

Also in April 2004, the City Council issued a resolution directing Entergy New Orleans and Entergy Louisiana to notify the City Council and obtain prior approval for any action that would materially modify, amend, or terminate the System Agreement for one or more of the domestic utility companies. Entergy New Orleans and Entergy Louisiana appealed to state court the City Council's resolution on the basis that the imposition of this requirement with respect to the System Agreement, a FERC-approved tariff, exceeds the City Council's jurisdiction and authority. In July 2004, the City Council answered the appeal and filed a third party demand and counterclaim against Entergy, the domestic utility companies, Entergy Services, and System Energy, seeking a declaratory judgment that Entergy and its subsidiaries cannot terminate the System Agreement until obligations owed under the March 2003 Agreement in Principle are satisfied. In August 2004, Entergy New Orleans and Entergy Louisiana, as well as the named third party defendants, filed pleadings objecting to the City Council's third party demand and counterclaim on various grounds, including federal preemption.

Critical Accounting Estimates

See "Management's Financial Discussion and Analysis - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy Arkansas' accounting for nuclear decommissioning costs and pension and other retirement costs. Following is an update to the information provided in the Form 10-K.

Nuclear Decommissioning Costs

In the first quarter of 2004, in accordance with a new decommissioning cost study for ANO 1 and 2, Entergy Arkansas recorded a revision to its estimated decommissioning cost liability. The revised estimate resulted in a $107.7 million reduction in its decommissioning liability, along with a $19.5 million reduction in utility plant and an $88.2 million reduction in the related regulatory asset.

ENTERGY ARKANSAS, INC.
INCOME STATEMENTS
For the Three and Nine Months Ended September 30, 2004 and 2003
(Unaudited)
	Three Months Ended		Nine Months Ended
	2004	2003	2004	2003
	(In Thousands)		(In Thousands)
OPERATING REVENUES
Domestic electric	$481,103	$469,925	$1,250,072	$1,227,558
OPERATING EXPENSES
Operation and Maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale	46,546	30,581	141,649	107,669
Purchased power	141,147	139,829	371,303	363,295
Nuclear refueling outage expenses	6,328	5,679	18,118	17,565
Other operation and maintenance	96,125	93,632	274,781	259,445
Decommissioning	7,851	8,971	24,920	26,915
Taxes other than income taxes	10,062	8,961	28,356	26,973
Depreciation and amortization	53,081	50,846	153,018	150,733
Other regulatory credits - net	(3,947)	(4,364)	(15,217)	(20,896)
TOTAL	357,193	334,135	996,928	931,699
OPERATING INCOME	123,910	135,790	253,144	295,859
OTHER INCOME
Allowance for equity funds used during construction	3,781	2,047	8,428	6,276
Interest and dividend income	1,718	2,551	6,729	7,178
Miscellaneous - net	(3,631)	(871)	(5,178)	(3,384)
TOTAL	1,868	3,727	9,979	10,070
INTEREST AND OTHER CHARGES
Interest on long-term debt	19,818	22,740	59,335	67,918
Other interest - net	1,162	613	3,211	2,743
Allowance for borrowed funds used during construction	(1,988)	(1,347)	(4,568)	(3,973)
TOTAL	18,992	22,006	57,978	66,688
INCOME BEFORE INCOME TAXES	106,786	117,511	205,145	239,241
Income taxes	38,842	48,192	74,649	95,240
NET INCOME	67,944	69,319	130,496	144,001
Preferred dividend requirements and other	1,944	1,944	5,832	5,832
EARNINGS APPLICABLE TO
COMMON STOCK	$66,000	$67,375	$124,664	$138,169
See Notes to Respective Financial Statements.

(Page left blank intentionally)

ENTERGY ARKANSAS, INC.
STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2004 and 2003
(Unaudited)
	2004	2003
	(In Thousands)
OPERATING ACTIVITIES
Net income	$130,496	$144,001
Noncash items included in net income:
Other regulatory credits - net	(15,217)	(20,896)
Depreciation, amortization, and decommissioning	177,938	177,648
Deferred income taxes and investment tax credits	57,454	(8,501)
Changes in working capital:
Receivables	(78,342)	(52,150)
Fuel inventory	(1,467)	542
Accounts payable	(76,547)	(5,032)
Taxes accrued	18,226	115,992
Interest accrued	4,135	(1,514)
Deferred fuel costs	5,629	(34,096)
Other working capital accounts	(3,747)	7,296
Provision for estimated losses and reserves	(8,540)	(559)
Changes in other regulatory assets	16,108	(11,425)
Other	(13,776)	33,810
Net cash flow provided by operating activities	212,350	345,116
INVESTING ACTIVITIES
Construction expenditures	(184,041)	(214,716)
Allowance for equity funds used during construction	8,428	6,276
Nuclear fuel purchases	(8,101)	(39,007)
Proceeds from sale/leaseback of nuclear fuel	8,101	39,007
Decommissioning trust contributions and realized
change in trust assets	(5,927)	(5,753)
Other regulatory investments	(16,605)	(14,739)
Net cash flow used in investing activities	(198,145)	(228,932)
FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	- -	361,819
Retirement of long-term debt	- -	(471,040)
Changes in short-term borrowings	85,000	- -
Dividends paid:
Common stock	(66,600)	(64,000)
Preferred stock	(5,832)	(5,832)
Net cash flow provided by (used in) financing activities	12,568	(179,053)
Net increase (decrease) in cash and cash equivalents	26,773	(62,869)
Cash and cash equivalents at beginning of period	8,834	95,513
Cash and cash equivalents at end of period	$35,607	$32,644
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
Interest - net of amount capitalized	$53,847	$67,240
Income taxes	($5,400)	($18,078)
See Notes to Respective Financial Statements.

ENTERGY ARKANSAS, INC.
BALANCE SHEETS
ASSETS
September 30, 2004 and December 31, 2003
(Unaudited)
	2004	2003
	(In Thousands)
CURRENT ASSETS
Cash and cash equivalents:
Cash	$6,921	$8,834
Temporary cash investments - at cost,
which approximates market	28,686	- -
Total cash and cash equivalents	35,607	8,834
Accounts receivable:
Customer	111,609	69,036
Allowance for doubtful accounts	(9,270)	(9,020)
Associated companies	78,705	50,390
Other	31,107	30,930
Accrued unbilled revenues	72,259	64,732
Total accounts receivable	284,410	206,068
Deferred fuel costs	21,533	10,557
Accumulated deferred income taxes	17,103	18,362
Fuel inventory - at average cost	8,189	6,722
Materials and supplies - at average cost	82,834	80,506
Deferred nuclear refueling outage costs	23,098	19,793
Prepayments and other	91,699	23,938
TOTAL	564,473	374,780
OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity	11,212	11,212
Decommissioning trust funds	371,653	360,485
Non-utility property - at cost (less accumulated depreciation)	1,454	1,456
Other	4,832	4,832
TOTAL	389,151	377,985
UTILITY PLANT
Electric	6,078,413	5,948,090
Property under capital lease	21,811	24,047
Construction work in progress	233,308	238,807
Nuclear fuel under capital lease	75,372	102,691
Nuclear fuel	13,441	7,466
TOTAL UTILITY PLANT	6,422,345	6,321,101
Less - accumulated depreciation and amortization	2,749,541	2,627,441
UTILITY PLANT - NET	3,672,804	3,693,660
DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
SFAS 109 regulatory asset - net	120,930	128,311
Other regulatory assets	368,277	437,544
Other	46,852	45,798
TOTAL	536,059	611,653
TOTAL ASSETS	$5,162,487	$5,058,078
See Notes to Respective Financial Statements.
ENTERGY ARKANSAS, INC.
BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
September 30, 2004 and December 31, 2003
(Unaudited)
	2004	2003
	(In Thousands)
CURRENT LIABILITIES
Currently maturing long-term debt	$147,000	$ -
Notes payable	85,000	- -
Accounts payable:
Associated companies	33,550	106,958
Other	89,499	92,638
Customer deposits	40,910	37,693
Interest accrued	25,559	21,424
Obligations under capital leases	59,365	59,089
Other	22,722	16,924
TOTAL	503,605	334,726
NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued	1,126,449	996,455
Accumulated deferred investment tax credits	69,659	73,280
Obligations under capital leases	37,818	67,648
Other regulatory liabilities	58,164	52,923
Decommissioning	484,763	567,546
Accumulated provisions	31,609	40,149
Long-term debt	1,192,916	1,338,378
Other	204,667	192,200
TOTAL	3,206,045	3,328,579
SHAREHOLDERS' EQUITY
Preferred stock without sinking fund	116,350	116,350
Common stock, $0.01 par value, authorized 325,000,000
shares; issued and outstanding 46,980,196 shares in 2004
and 2003	470	470
Paid-in capital	591,127	591,127
Retained earnings	744,890	686,826
TOTAL	1,452,837	1,394,773
Commitments and Contingencies
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$5,162,487	$5,058,078
See Notes to Respective Financial Statements.

ENTERGY ARKANSAS, INC.
SELECTED OPERATING RESULTS
For the Three and Nine Months Ended September 30, 2004 and 2003
(Unaudited)
	Three Months Ended		Increase/
Description	2004	2003	(Decrease)	%
	(In Millions)
Electric Operating Revenues:
Residential	$ 178	$ 182	($ 4)	(2)
Commercial	93	90	3	3
Industrial	92	88	4	5
Governmental	5	4	1	25
Total retail	368	364	4	1
Sales for resale
Associated companies	63	53	10	19
Non-associated companies	49	52	(3)	(6)
Other	1	1	-	- -
Total	$ 481	$ 470	$ 11	2
Billed Electric Energy
Sales (GWh):
Residential	2,188	2,306	(118)	(5)
Commercial	1,615	1,609	6	- -
Industrial	1,831	1,875	(44)	(2)
Governmental	79	77	2	3
Total retail	5,713	5,867	(154)	(3)
Sales for resale
Associated companies	1,848	1,529	319	21
Non-associated companies	1,232	1,360	(128)	(9)
Total	8,793	8,756	37	- -
	Nine Months Ended		Increase/
Description	2004	2003	(Decrease)	%
	(In Millions)
Electric Operating Revenues:
Residential	$ 424	$ 419	$ 5	1
Commercial	231	223	8	4
Industrial	237	232	5	2
Governmental	13	11	2	18
Total retail	905	885	20	2
Sales for resale
Associated companies	172	169	3	2
Non-associated companies	141	146	(5)	(3)
Other	32	28	4	14
Total	$ 1,250	$ 1,228	$ 22	2
Billed Electric Energy
Sales (GWh):
Residential	5,508	5,617	(109)	(2)
Commercial	4,101	4,065	36	1
Industrial	5,192	5,240	(48)	(1)
Governmental	210	204	6	3
Total retail	15,011	15,126	(115)	(1)
Sales for resale
Associated companies	5,033	5,283	(250)	(5)
Non-associated companies	3,765	4,153	(388)	(9)
Total	23,809	24,562	(753)	(3)

ENTERGY GULF STATES, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

Third Quarter 2004 Compared to Third Quarter 2003

Net income of $82.5 million remained relatively unchanged. Increased miscellaneous income resulting from a revision of the decommissioning liability for River Bend, which is discussed below, and decreased interest charges on long-term debt were offset by increased other operation and maintenance expenses and a lower effective tax rate in 2003.

Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

Net income increased $105.8 million primarily due to:

• a $107.7 million accrual ($65.6 million net-of-tax) in June 2003 for the loss that would be associated with a final, non-appealable decision disallowing abeyed River Bend plant costs. See Note 2 to the domestic utility companies and System Energy financial statements for more details regarding the River Bend abeyed plant costs;
• a one-time $21.3 million net-of-tax cumulative effect of accounting change in 2003 due to the implementation of SFAS 143;
• increased miscellaneous income resulting from a revision of the decommissioning liability for River Bend, as discussed below;
• increased miscellaneous income resulting from a reduction in the loss provision for an environmental clean-up site; and
• decreased interest charges on long-term debt.

The increase was partially offset by increased other operation and maintenance expenses.

Net Revenue

Third Quarter 2004 Compared to Third Quarter 2003

Net revenue, which is Entergy's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related, and purchased power expenses and 2) other regulatory credits. Following is an analysis of the change in net revenue comparing the third quarter of 2004 to the third quarter of 2003.

	Amount
	(In Millions)
2003 net revenue	$335.9
Fuel recovery revenues	(9.1)
Volume/weather	2.3
Other	0.6
2004 net revenue	$329.7

Fuel recovery revenues represent an under-recovery of fuel charges that are recovered in base rates.

The volume/weather variance resulted from increased usage of 475 GWh in the industrial and commercial sectors and the effect of more favorable weather in the Texas jurisdiction compared to the same period in 2003.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to an increase of $51.7 million in fuel cost recovery revenues due to higher fuel rates.

Fuel and purchased power expenses increased primarily due to an increase in the market price of natural gas and increases in electric generation and power purchases.

Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

Following is an analysis of the change in net revenue comparing the nine months ended September 30, 2004 to the nine months ended September 30, 2003.

	Amount
	(In Millions)
2003 net revenue	$884.8
Net wholesale revenue	13.2
Volume/weather	8.1
Fuel recovery revenues	(13.5)
Other	(3.8)
2004 net revenue	$888.8

The net wholesale revenue variance resulted from increased volume and higher pricing associated with sales to municipal and co-op customers and affiliated systems.

The volume/weather variance resulted from increased usage of 881 GWh in the industrial and commercial sectors, partially offset by decreased residential usage due to the effect of milder weather on billed sales as compared to the same period in 2003.

Fuel recovery revenues represent an under-recovery of fuel charges that are recovered in base rates.

Gross operating revenues, fuel and purchased power expenses, and other regulatory credits

Gross operating revenues increased primarily due to an increase of $92.7 million in fuel cost recovery revenues due to higher fuel rates.

Fuel and purchased power expenses increased primarily due to increased recovery of deferred fuel due to higher fuel rates, an increase in electric generation, and increases in the market prices of natural gas and purchased power.

Other regulatory credits increased primarily due to the amortization in 2003 of deferred capacity charges for the summer of 2001compared to the absence of amortization in 2004. The amortization of these charges began in June 2002 and ended in May 2003.

Other Income Statement Variances

Third Quarter 2004 Compared to Third Quarter 2003

Other operation and maintenance expenses increased primarily due to:

• an increase of $4.4 million in benefits costs; and
• an increase of $1.8 million due to uncollectible accounts expense.

Miscellaneous income - net increased $25.3 million primarily due to a revision to the estimated decommissioning cost liability for River Bend in accordance with a new decommissioning cost study that reflected a life extension for the plant. For the portion of River Bend not subject to cost-based ratemaking, the revised estimate resulted in the elimination of the asset retirement cost that had been recorded at the time of adoption of SFAS 143 with the remainder recorded as miscellaneous income of $27.7 million.

Interest on long-term debt decreased $10.1 million primarily due to the financing program and debt restructuring implemented in 2003, which resulted in extended maturities and lowered interest rates in Entergy Gulf States' debt portfolio.

Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

Other operation and maintenance expenses increased primarily due to:

• an increase of $8.2 million in benefits costs; and
• an increase of $3.9 million in customer service support costs.

This was partially offset by a decrease of $4.9 million in lower nuclear material and labor costs due to a reduction in staff in 2004.

Miscellaneous income - net increased $147.2 million primarily due to:

• the $107.7 million accrual in June 2003 for the loss that would be associated with a final, non-appealable decision disallowing abeyed River Bend plant costs. See Note 2 to the domestic utility companies and System Energy financial statements for more details regarding the River Bend abeyed plant costs.
• the River Bend decommissioning cost liability revision discussed above; and
• a reduction in the loss provision of approximately $10 million related to an environmental clean-up site.

Interest on long-term debt decreased $19.3 million primarily due to the financing program and debt restructuring implemented in 2003, which resulted in extended maturities and lowered interest rates in Entergy Gulf States' debt portfolio.

Income Taxes

The effective income tax rates for the third quarters of 2004 and 2003 were 38.1% and 31.3%, respectively. The difference in the effective income tax rate for the third quarter of 2004 versus the federal statutory rate of 35% is primarily due to state income taxes and book and tax differences related to utility plant items, partially offset by the amortization of investment tax credits. The difference in the third quarter 2003 effective income tax rate versus the federal statutory rate of 35% is primarily due to a downward revision in the estimate of federal income tax expense and flow-through book and tax differences.

The effective income tax rates for the nine months ended September 30, 2004 and 2003 were 36.8% and 21.8%, respectively. The difference in the effective income tax rate for the nine months ended September 30, 2004 versus the federal statutory rate of 35% is primarily due to state income taxes, partially offset by the amortization of investment tax credits. The difference in the effective income tax rate for the nine months ended September 30, 2003 versus the federal statutory rate of 35% is primarily due to the flow-through effect of book and tax differences, investment tax credit amortization, and a downward revision in the estimate of federal income tax expense.

Liquidity and Capital Resources

Cash Flow

Cash flows for the nine months ended September 30, 2004 and 2003 were as follows:

		2004	2003
		(In Thousands)
Cash and cash equivalents at beginning of period		$206,030	$318,404
Cash flow provided by (used in):
	Operating activities	503,662	219,812
	Investing activities	(263,690)	(331,480)
	Financing activities	(434,920)	(79,052)
Net decrease in cash and cash equivalents		(194,948)	(190,720)
Cash and cash equivalents at end of period		$11,082	$127,684

Operating Activities

Cash flow from operations increased $283.9 million in the nine months ended September 30, 2004 compared to the same period of 2003 primarily due to money pool activity which provided $170.1 million of Entergy Gulf States' operating cash flows for the nine months ended September 30, 2004 compared to using $46.6 million for the nine months ended September 30, 2003. Also contributing to the increase was decreased vendor payments. Entergy Gulf States' receivables from or (payables to) the money pool were as follows:

September 30, 2004	December 31, 2003	September 30, 2003	December 31, 2002
(In Thousands)
($100,722)	$69,354	$64,773	$18,131

See Note 4 to the domestic utility companies and System Energy financial statements in the Form 10-K for a description of the money pool.

Investing Activities

Net cash used in investing activities decreased $67.8 million for the nine months ended September 30, 2004 compared to the same period of 2003 primarily due to a $40.9 million decrease in under-recovered fuel and purchased power expenses in Texas that have been deferred and are being collected over a period greater than twelve months. See Note 1 to the domestic utility companies and System Energy financial statements in the Form 10-K for further discussion of the accounting for fuel costs. Also contributing to the decrease in cash used in investing activities was the net change in other temporary investments of $31.9 million.

Financing Activities

Net cash used in financing activities increased $355.9 million in the nine months ended September 30, 2004 compared to the same period of 2003 primarily due to the net redemption of $338.6 million more in long-term debt in 2004 as well as increased common stock dividend payments of $17.4 million.

Uses and Sources of Capital

See "Management's Financial Discussion and Analysis - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Gulf States' uses and sources of capital. Following is an update to the information provided in the Form 10-K.

In April 2004, Entergy Gulf States retired, at maturity, $292 million of 8.25% Series First Mortgage Bonds due April 1, 2004, using cash on hand and internally generated funds.

In September 2004, Entergy Gulf States purchased its $62 million 5.65% Series tax-exempt bonds from the holders, pursuant to a mandatory tender provision, and has not remarketed the bonds at this time. Entergy Gulf States used a combination of cash on hand and short-term borrowing to buy-in the bonds.

In October 2004, Entergy Gulf States issued $200 million 4.875% Series of First Mortgage Bonds due November 1, 2011. Entergy Gulf States plans to use the proceeds to redeem, prior to maturity, $200 million 5.2% Series of First Mortgage Bonds due December 3, 2007.

Significant Factors and Known Trends

See "Management's Financial Discussion and Analysis - Significant Factors and Known Trends" in the Form 10-K for a discussion of transition to retail competition, state and local regulatory risks, System Agreement proceedings, industrial, commercial, and wholesale customers, market and credit risks, nuclear matters, environmental risks, and litigation risks. Following are updates to the information provided in the Form 10-K.

Rate Proceedings

In June 2004, Entergy Gulf States and Entergy Louisiana filed a proposed settlement with the LPSC that would resolve, among other dockets, Entergy Gulf States' ninth post-merger analysis and dockets established to consider issues concerning the companies' power purchases for the summers of 2001, 2002, and 2003. The proposed settlement included an offer to refund approximately $64 million to Entergy Gulf States' Louisiana customers and $1 million to Entergy Louisiana's customers, with no change in either company's current base rates.  The settlement also proposed a formula rate plan for Entergy Gulf States' Louisiana operations. At its September 2004 Business and Executive Session, the LPSC consolidated various dockets that were the subject of proposed settlement. The LPSC directed its staff to preside over settlement discussions and to submit any proposed settlement to the LPSC for its consideration.

In July 2004, Entergy Gulf States filed with the LPSC an application for a change in its rates and charges seeking an increase of $9.1 million in gas base rates in order to allow Entergy Gulf States an opportunity to earn a fair and reasonable rate of return. Entergy Gulf States is also seeking approval of certain proposed rate design, rate schedule and policy changes. A procedural schedule has not been established.

Transition to Retail Competition

See "Management's Financial Discussion and Analysis - Significant Factors and Known Trends" in the Form 10-K for a discussion of the status of retail open access in Entergy Gulf States' Texas service territory and Entergy Gulf States' independent organization request. On March 15, 2004, the PUCT issued a preliminary order in Entergy Gulf States' independence proceeding in which the PUCT determined, among other things, that the ultimate question in the proceeding is whether Entergy Gulf States' proposed independent organization, Entergy Transmission Organization, is sufficiently independent of any producer or seller of electricity that its decisions will not be unduly influenced by any producer or seller. After a hearing held in June 2004 on the merits, in July 2004 the PUCT denied Entergy's application to certify Entergy's transmission organization as an independent organization under Texas law. In its order, the PUCT also ordered: the cessation of efforts t o develop an interim solution for retail open access in Entergy Gulf States' Texas service territory, termination of the pilot project in that territory, and a delay in retail open access in that territory until either a FERC-approved RTO is in place or some other independent transmission entity is certified under Texas law. Several parties filed motions for rehearing on the termination of the pilot program aspect of the order, claiming the issue was not properly a part of the proceeding. The PUCT denied the motions for rehearing in September 2004.

In view of the PUCT order of delay in retail open access in the Texas service territory, Entergy Gulf States filed a retail electric rate case and fuel reconciliation proceeding with the PUCT in August 2004 seeking the following:

• approval of a base rate increase of $42.6 million annually for the Texas retail jurisdiction;
• approval to implement a $14.1 million per year rider to recover, over a 15-year period, $110.9 million of incurred costs related to its efforts to transition to a competitive retail market in accordance with the Texas restructuring law;
• proposed $11.3 million franchise fee rider to recover payments to municipalities charging such fees; and
• a requested return on equity of 11.5%.

In addition, Entergy Gulf States' fuel reconciliation filing made in conjunction with the base rate case seeks to reconcile approximately $288 million in fuel and purchased power costs incurred during the period September 2003 through March 2004. Although the case was initially assigned to the State Office of Administrative Hearings, the PUCT ordered that the case be returned to the PUCT. The PUCT requested that the parties submit briefs addressing threshold issues related to whether Entergy Gulf States has the right to file a base rate case and what relief is available, if the PUCT were to determine that Entergy Gulf States' base rates are subject to the rate freeze imposed in December 2001 in connection with the market readiness docket initiated by the PUCT Staff. The PUCT considered these issues in September 2004. In October 2004, the PUCT issued a written order in which it dismissed the rate case indicating that Entergy Gulf States is still subject to a rate freeze based on an agre ement in 2001 stipulating that a rate freeze would remain in effect until retail open access commenced in Entergy Gulf States' service territory. Entergy Gulf States intends to file a motion for rehearing and intends to pursue other available remedies.

See "Management's Financial Discussion and Analysis - Significant Factors and Known Trends" in the Form 10-K for a discussion of the Entergy Gulf States business separation proceeding at the LPSC. In September 2004, a status conference was held before an ALJ in joint proceedings before the LPSC concerning the proposed jurisdictional separation of Entergy Gulf States. In the status conference, the LPSC staff asserted that uncertainty with respect to retail open access in Texas should not control whether or when the LPSC should require the jurisdictional separation of Entergy Gulf States and recommended that an investigation concerning the proposed jurisdictional separation proceed. A procedural schedule was established and hearings are expected to begin in June 2005. In October 2004, Entergy Gulf States filed a preliminary methodology that could be used to separate Entergy Gulf States into two vertically integrated companies, should its regulators determine that this is in the publi c interest.

System Agreement Proceedings

See the Form 10-K for a discussion of the proceeding commenced at the FERC by the LPSC regarding production cost equalization under the System Agreement, the ALJ's Initial Decision in the proceeding, and the "Order of Investigation" issued by the APSC. Several parties, including Entergy, the LPSC, the APSC, the MPSC, the City Council, and the FERC Staff, filed briefs on exceptions in response to the ALJ's Initial Decision. Entergy's exceptions to the ALJ's Initial Decision include: the practical effect of the Initial Decision is full production cost equalization, which was rejected in the Initial Decision and previously has been rejected by the FERC; resource planning for the Entergy System would be impeded if the Initial Decision were adopted; the remedy in the Initial Decision is inconsistent with the history, structure, and precedent regarding the System Agreement; the Initial Decision's remedy ignores the historical pattern of production cost disparities on the Entergy System and would result in substantial, sudden transfers of costs between groups of Entergy customers; the numerical standards proposed in the Initial Decision are arbitrary and are so complex that they will be difficult to implement; the Initial Decision improperly rejected Entergy's resource planning remedy; the Initial Decision erroneously determined that the full costs of the Vidalia project should be included in Entergy Louisiana's production costs for purposes of calculating relative production costs; and the Initial Decision erroneously adopted a new method of calculating reserve sharing costs rather than the current method.

As reported in the Form 10-K, if the FERC grants the relief requested by the LPSC in the proceeding, the relief may result in a material increase in the total production costs the FERC allocates to companies whose costs currently are projected to be less than the Entergy System average, and a material decrease in the total production costs the FERC allocates to companies whose costs currently are projected to exceed that average.   If the FERC adopts the ALJ's Initial Decision, the amount of production costs that would be reallocated among the domestic utility companies would be determined through consideration of each domestic utility company's relative total production cost expressed as a percentage of Entergy System average total production cost. The ALJ's Initial Decision would reallocate production costs of the domestic utility companies whose percent of Entergy System average production cost are outside an upper or lower bandwidth. This would be accomplished by payment s from domestic utility companies whose production costs are below Entergy System average production cost to domestic utility companies whose production costs are above Entergy System average production cost.

An assessment of the potential effects of the ALJ's Initial Decision requires assumptions regarding the future total production cost of each domestic utility company, which assumptions include the mix of solid fuel and gas-fired generation available to each company and the costs of natural gas and purchased power.  Entergy Louisiana and Entergy Gulf States are more dependent upon gas-fired generation than Entergy Arkansas, Entergy Mississippi, or Entergy New Orleans. Of these, Entergy Arkansas is the least dependent upon gas-fired generation.  Therefore, increases in natural gas prices likely will increase the amount by which Entergy Arkansas' total production costs are below the average production costs of the domestic utility companies.  Considerable uncertainty exists regarding future gas prices. Annual average gas prices have varied significantly over recent years, ranging from $1.92/mmBtu to $5.48/mmBtu for the 1994-2003 period, and averaging $2.99/mmBtu during the ten - -year period 1994-2003 and $3.77/mmBtu during the five-year period 1999-2003.  Recent market conditions have resulted in gas prices that have averaged $5.58/MMBtu for the twelve months ended September 2004. Based upon analyses considering the effect on future production costs if the FERC adopts the ALJ's Initial Decision, the following potential annual production cost reallocations among the domestic utility companies could result assuming annual average gas prices range from $6.39/mmBtu in 2005 declining to $4.97/mmBtu by 2009:

	Range of Annual Payments or (Receipts)	Average Annual Payments or (Receipts) for 2005-2009 Period
	(In Millions)	(In Millions)
Entergy Arkansas	$154 to $281	$215
Entergy Gulf States	($130) to ($15)	($63)
Entergy Louisiana	($199) to ($98)	($141)
Entergy Mississippi	($16) to $8	$1
Entergy New Orleans	($17) to ($5)	($12)

Management believes that any changes in the allocation of production costs resulting from a FERC decision and related retail proceedings should result in similar rate changes for retail customers. Therefore, management does not believe that this proceeding at the FERC will have a material effect on the financial condition of any of the domestic utility companies, although the outcome of the FERC proceeding and related retail proceedings cannot be predicted at this time.

Entergy Arkansas filed its initial testimony in response to the APSC's February Order of Investigation discussed in the Form 10-K. The testimony emphasizes that the ALJ's Initial Decision is not a final order by the FERC; briefly discusses some of the aspects of the Initial Decision that are included in Entergy's exceptions filed with the FERC; emphasizes that Entergy will seek to reverse the production cost-related portions of the Initial Decision; and states that Entergy Arkansas believes that it is premature, before the FERC makes a decision, for Entergy Arkansas to determine whether its continued participation in the System Agreement is appropriate.

In addition, as discussed in the Form 10-K, the APSC had publicly announced its intention to initiate an inquiry into Entergy Louisiana's Vidalia purchased power contract. In April 2004, the APSC commenced the investigation and requested historical documents, records, and information from Entergy Arkansas, which Entergy Arkansas has provided to the APSC.

Also in April 2004, the APSC issued an order directing Entergy Arkansas to show cause why Entergy Arkansas should not have to indemnify and hold its customers harmless from any adverse financial effects related to Entergy Louisiana's pending acquisition of the Perryville power plant, or show that the Perryville unit will produce economic benefits for Entergy Arkansas' customers. Entergy Arkansas filed a response in May 2004 stating that Entergy will seek to reverse the production cost-related portions of the ALJ's Initial Decision in the System Agreement proceeding at the FERC, that the Perryville acquisition is part of Entergy's request for proposal generation planning process, that Entergy Arkansas is not in a position to indemnify its retail customers from actions taken by the FERC, and that the Perryville acquisition is expected to reduce the domestic utility companies' overall production costs. Procedural schedules have not been established in these APSC investigations.

Also in April 2004, the City Council issued a resolution directing Entergy New Orleans and Entergy Louisiana to notify the City Council and obtain prior approval for any action that would materially modify, amend, or terminate the System Agreement for one or more of the domestic utility companies. Entergy New Orleans and Entergy Louisiana appealed to state court the City Council's resolution on the basis that the imposition of this requirement with respect to the System Agreement, a FERC-approved tariff, exceeds the City Council's jurisdiction and authority. In July 2004, the City Council answered the appeal and filed a third party demand and counterclaim against Entergy, the domestic utility companies, Entergy Services, and System Energy, seeking a declaratory judgment that Entergy and its subsidiaries cannot terminate the System Agreement until obligations owed under the March 2003 Agreement in Principle are satisfied. In August 2004, Entergy New Orleans and Entergy Louisiana, as well as the named third party defendants, filed pleadings objecting to the City Council's third party demand and counterclaim on various grounds, including federal preemption.

Critical Accounting Estimates

See "Management's Financial Discussion and Analysis - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy Gulf States' accounting for nuclear decommissioning costs, the application of SFAS 71, and pension and other postretirement costs.

Nuclear Decommissioning Costs

In the third quarter of 2004, Entergy Gulf States recorded a revision to its estimated decommissioning cost liability in accordance with a new decommissioning cost study for River Bend that reflected a life extension for the plant. The revised estimate resulted in a $116.8 million reduction in decommissioning liability, along with a $31.3 million reduction in utility plant, a $40.1 million reduction in the related regulatory asset and a regulatory liability of $17.7 million. For the portion of River Bend not subject to cost-based ratemaking, the revised estimate resulted in the elimination of the asset retirement cost that had been recorded at the time of adoption of SFAS 143 with the remainder recorded as miscellaneous income of $27.7 million.

ENTERGY GULF STATES, INC.
INCOME STATEMENTS
For the Three and Nine Months Ended September 30, 2004 and 2003
(Unaudited)
	Three Months Ended		Nine Months Ended
	2004	2003	2004	2003
	(In Thousands)		(In Thousands)
OPERATING REVENUES
Domestic electric	$831,377	$769,326	$2,118,031	$2,015,330
Natural gas	9,253	7,856	46,908	46,841
TOTAL	840,630	777,182	2,164,939	2,062,171
OPERATING EXPENSES
Operation and Maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale	249,603	193,692	559,277	516,656
Purchased power	263,553	251,372	725,610	661,697
Nuclear refueling outage expenses	4,503	3,193	10,868	10,852
Other operation and maintenance	110,564	101,435	314,198	304,008
Decommissioning	3,867	3,567	11,395	10,701
Taxes other than income taxes	31,001	31,612	88,058	90,414
Depreciation and amortization	51,924	50,039	146,253	147,941
Other regulatory credits - net	(2,223)	(3,791)	(8,701)	(1,004)
TOTAL	712,792	631,119	1,846,958	1,741,265
OPERATING INCOME	127,838	146,063	317,981	320,906
OTHER INCOME
Allowance for equity funds used during construction	4,140	4,084	9,187	10,258
Interest and dividend income	3,058	6,215	10,079	15,182
Miscellaneous - net	26,284	990	38,780	(108,380)
TOTAL	33,482	11,289	58,046	(82,940)
INTEREST AND OTHER CHARGES
Interest on long-term debt	29,361	39,433	93,900	113,209
Other interest - net	1,822	1,477	4,542	4,785
Allowance for borrowed funds used during construction	(3,076)	(3,410)	(6,843)	(8,651)
TOTAL	28,107	37,500	91,599	109,343
INCOME BEFORE INCOME TAXES AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGE	133,213	119,852	284,428	128,623
Income taxes	50,757	37,569	104,653	33,339
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE	82,456	82,283	179,775	95,284
CUMULATIVE EFFECT OF ACCOUNTING
CHANGE (net of income taxes of $12,713)	- -	- -	- -	(21,333)
NET INCOME	82,456	82,283	179,775	73,951
Preferred dividend requirements and other	1,097	1,170	3,370	3,551
EARNINGS APPLICABLE TO
COMMON STOCK	$81,359	$81,113	$176,405	$70,400
See Notes to Respective Financial Statements.

(Page left blank intentionally)

ENTERGY GULF STATES, INC.
STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2004 and 2003
(Unaudited)
	2004	2003
	(In Thousands)
OPERATING ACTIVITIES
Net income	$179,775	$73,951
Noncash items included in net income:
Reserve for regulatory adjustments	12,406	(9,806)
Other regulatory credits	(8,701)	(1,004)
Depreciation, amortization, and decommissioning	157,648	158,642
Deferred income taxes and investment tax credits	21,796	(18,240)
Cumulative effect of accounting change	-	21,333
Changes in working capital:
Receivables	(73,723)	(141,817)
Fuel inventory	3,934	(5,058)
Accounts payable	90,932	(88,109)
Taxes accrued	117,049	72,234
Interest accrued	(4,386)	5,020
Deferred fuel costs	57,680	30,253
Other working capital accounts	5,852	12,353
Provision for estimated losses and reserves	(12,253)	108,196
Changes in other regulatory assets	(2,427)	27,253
Other	(41,920)	(25,389)
Net cash flow provided by operating activities	503,662	219,812
INVESTING ACTIVITIES
Construction expenditures	(241,828)	(234,689)
Allowance for equity funds used during construction	9,187	10,258
Nuclear fuel purchases	(12,551)	(39,959)
Proceeds from sale/leaseback of nuclear fuel	12,549	38,029
Decommissioning trust contributions and realized
change in trust assets	(8,700)	(9,862)
Changes in other temporary investments - net	23,579	(8,403)
Other regulatory investments	(45,926)	(86,854)
Net cash flow used in investing activities	(263,690)	(331,480)
FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	- -	1,032,778
Retirement of long-term debt	(354,000)	(1,048,129)
Redemption of preferred stock	(3,450)	(3,450)
Dividends paid:
Common stock	(74,100)	(56,700)
Preferred stock	(3,370)	(3,551)
Net cash flow used in financing activities	(434,920)	(79,052)
Net decrease in cash and cash equivalents	(194,948)	(190,720)
Cash and cash equivalents at beginning of period	206,030	318,404
Cash and cash equivalents at end of period	$11,082	$127,684
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
Interest - net of amount capitalized	$97,688	$108,423
Income taxes	- -	($5,180)
See Notes to Respective Financial Statements.

ENTERGY GULF STATES, INC.
BALANCE SHEETS
ASSETS
September 30, 2004 and December 31, 2003
(Unaudited)
	2004	2003
	(In Thousands)
CURRENT ASSETS
Cash and cash equivalents:
Cash	$10,139	$20,754
Temporary cash investments - at cost,
which approximates market	943	185,276
Total cash and cash equivalents	11,082	206,030
Other temporary investments	- -	23,579
Accounts receivable:
Customer	177,844	115,729
Allowance for doubtful accounts	(4,578)	(4,856)
Associated companies	19,536	76,726
Other	65,202	27,243
Accrued unbilled revenues	145,003	114,442
Total accounts receivable	403,007	329,284
Deferred fuel costs	106,695	118,449
Accumulated deferred income taxes	10,952	6,116
Fuel inventory - at average cost	46,929	50,863
Materials and supplies - at average cost	107,262	99,357
Prepayments and other	27,605	51,236
TOTAL	713,532	884,914
OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds	281,745	267,917
Non-utility property - at cost (less accumulated depreciation)	92,224	139,911
Other	21,965	21,852
TOTAL	395,934	429,680
UTILITY PLANT
Electric	8,346,214	8,208,394
Property under capital lease	1,858	11,009
Natural gas	76,769	69,180
Construction work in progress	311,628	325,888
Nuclear fuel under capital lease	74,358	63,684
TOTAL UTILITY PLANT	8,810,827	8,678,155
Less - accumulated depreciation and amortization	4,020,113	3,953,275
UTILITY PLANT - NET	4,790,714	4,724,880
DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
SFAS 109 regulatory asset - net	442,121	442,062
Other regulatory assets	281,745	320,363
Long-term receivables	24,648	19,375
Other	38,430	33,588
TOTAL	786,944	815,388
TOTAL ASSETS	$6,687,124	$6,854,862
See Notes to Respective Financial Statements.
ENTERGY GULF STATES, INC.
BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
September 30, 2004 and December 31, 2003
(Unaudited)
	2004	2003
	(In Thousands)
CURRENT LIABILITIES
Currently maturing long-term debt	$98,000	$354,000
Accounts payable:
Associated companies	179,872	84,000
Other	151,620	156,166
Customer deposits	51,796	47,044
Taxes accrued	20,780	- -
Nuclear refueling outage costs	18,126	8,238
Interest accrued	32,190	36,970
Obligations under capital leases	28,446	34,075
Other	14,020	14,755
TOTAL	594,850	735,248
NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued	1,522,000	1,422,776
Accumulated deferred investment tax credits	140,043	144,323
Obligations under capital leases	54,002	40,618
Other regulatory liabilities	36,890	13,885
Decommissioning and retirement cost liabilities	148,816	298,785
Transition to competition	79,098	79,098
Regulatory reserves	69,749	57,343
Accumulated provisions	67,253	75,868
Long-term debt	1,891,435	1,989,613
Preferred stock with sinking fund	17,402	20,852
Other	224,013	233,985
TOTAL	4,250,701	4,377,146
SHAREHOLDERS' EQUITY
Preferred stock without sinking fund	47,327	47,327
Common stock, no par value, authorized 200,000,000
shares; issued and outstanding 100 shares in 2004 and 2003	114,055	114,055
Paid-in capital	1,157,484	1,157,484
Retained earnings	521,995	419,690
Accumulated other comprehensive income	712	3,912
TOTAL	1,841,573	1,742,468
Commitments and Contingencies
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$6,687,124	$6,854,862
See Notes to Respective Financial Statements.

ENTERGY GULF STATES, INC.
STATEMENTS OF RETAINED EARNINGS AND COMPREHENSIVE INCOME
For the Three and Nine Months Ended September 30, 2004 and 2003
(Unaudited)
	Three Months Ended
	2004		2003
	(In Thousands)
RETAINED EARNINGS
Retained Earnings - Beginning of period	$483,836		$422,116
Add: Net Income	82,456	$82,456	82,283	$82,283
Deduct:
Dividends declared on common stock	43,200		39,600
Preferred dividend requirements and other	1,097	1,097	1,170	1,170
	44,297		40,770
Retained Earnings - End of period	$521,995		$463,629
ACCUMULATED OTHER COMPREHENSIVE
INCOME (Net of Taxes):
Balance at beginning of period:
Accumulated derivative instrument fair value changes	$4,168		$2,753
Net derivative instrument fair value changes
arising during the period	(3,456)	(3,456)	169	169
Balance at end of period:
Accumulated derivative instrument fair value changes	$712		$2,922
Comprehensive Income		$77,903		$81,282
	Nine Months Ended
	2004		2003
	(In Thousands)
RETAINED EARNINGS
Retained Earnings - Beginning of period	$419,690		$449,929
Add: Net Income	179,775	$179,775	73,951	$73,951
Deduct:
Dividends declared on common stock	74,100		56,700
Preferred dividend requirements and other	3,370	3,370	3,551	3,551
	77,470		60,251
Retained Earnings - End of period	$521,995		$463,629
ACCUMULATED OTHER COMPREHENSIVE
INCOME (Net of Taxes):
Balance at beginning of period:
Accumulated derivative instrument fair value changes	$3,912		$3,286
Net derivative instrument fair value changes
arising during the period	(3,200)	(3,200)	(364)	(364)
Balance at end of period:
Accumulated derivative instrument fair value changes	$712		$2,922
Comprehensive Income		$173,205		$70,036
See Notes to Respective Financial Statements.

ENTERGY GULF STATES, INC.
SELECTED OPERATING RESULTS
For the Three and Nine Months Ended September 30, 2004 and 2003
(Unaudited)
	Three Months Ended		Increase/
Description	2004	2003	(Decrease)	%
	(In Millions)
Electric Operating Revenues:
Residential	$297	$284	$13	5
Commercial	196	183	13	7
Industrial	263	228	35	15
Governmental	10	10	- -	-
Total retail	766	705	61	9
Sales for resale
Associated companies	18	19	(1)	(5)
Non-associated companies	40	35	5	14
Other	7	10	(3)	(30)
Total	$831	$769	$62	8
Billed Electric Energy
Sales (GWh):
Residential	3,225	3,173	52	2
Commercial	2,443	2,333	110	5
Industrial	4,254	3,889	365	9
Governmental	111	115	(4)	(3)
Total retail	10,033	9,510	523	5
Sales for resale
Associated companies	617	682	(65)	(10)
Non-associated companies	653	564	89	16
Total	11,303	10,756	547	5
	Nine Months Ended		Increase/
Description	2004	2003	(Decrease)	%
	(In Millions)
Electric Operating Revenues:
Residential	$666	$646	$20	3
Commercial	493	461	32	7
Industrial	708	640	68	11
Governmental	28	30	(2)	(7)
Total retail	1,895	1,777	118	7
Sales for resale
Associated companies	39	34	5	15
Non-associated companies	132	122	10	8
Other	52	82	(30)	(37)
Total	$2,118	$2,015	$103	5
Billed Electric Energy
Sales (GWh):
Residential	7,481	7,599	(118)	(2)
Commercial	6,290	6,147	143	2
Industrial	12,226	11,488	738	6
Governmental	325	363	(38)	(10)
Total retail	26,322	25,597	725	3
Sales for resale
Associated companies	1,167	943	224	24
Non-associated companies	2,659	2,639	20	1
Total	30,148	29,179	969	3

ENTERGY LOUISIANA, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

Third Quarter 2004 Compared to Third Quarter 2003

Net income decreased $12.4 million primarily due to decreased net revenue and increased other operation and maintenance expenses.

Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

Net income decreased $37.0 million primarily due to decreased net revenue and increased other operation and maintenance expenses, partially offset by decreased interest charges.

Net Revenue

Third Quarter 2004 Compared to Third Quarter 2003

Net revenue, which is Entergy's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related, and purchased power expenses and 2) other regulatory charges (credits). Following is an analysis of the change in net revenue comparing the third quarter of 2004 to the third quarter of 2003.

	Amount
	(In Millions)
2003 net revenue	$268.4
Volume/weather	(8.9)
Other	(2.3)
2004 net revenue	$257.2

The volume/weather variance resulted primarily from the effect of milder weather on sales during the third quarter of 2004 compared to the third quarter of 2003, partially offset by increased usage of 104 GWh in the industrial sector.

Gross operating revenues, fuel and purchased power expenses, and other regulatory credits

Gross operating revenues increased primarily due to an increase of $28.8 million in fuel cost recovery revenues due to higher fuel rates, partially offset by a decrease of $8.9 million due to unfavorable weather/volume, as discussed above.

Fuel and purchased power expenses increased primarily due to:

• increased recovery of deferred fuel and purchased power costs; and
• an increase in the market prices of natural gas, oil, and purchased power.

Other regulatory credits increased primarily due to the deferral in the third quarter of 2004 of $5.8 million of capacity charges related to generation resource planning as allowed by the LPSC.

Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

Following is an analysis of the change in net revenue comparing the nine months ended September 30, 2004 to the nine months ended September 30, 2003.

	Amount
	(In Millions)
2003 net revenue	$758.9
Price applied to unbilled sales	(29.8)
Deferred fuel cost revisions	(29.4)
Summer capacity charges	11.8
Other	(4.0)
2004 net revenue	$707.5

The price applied to the unbilled sales variance is due to a decrease in the fuel price included in unbilled sales in 2004 caused primarily by the effect of nuclear plant outages in 2003 on average fuel costs.

The deferred fuel cost revisions variance resulted from a revised unbilled sales pricing estimate made in the first quarter of 2003 to more closely align the fuel component of that pricing with expected recoverable fuel costs.

The summer capacity charges variance is due to the amortization in 2003 of deferred capacity charges for the summer of 2001 compared to the absence of the amortization in 2004. The amortization of these capacity charges began in August 2002 and ended in July 2003.

Gross operating revenues, fuel and purchased power expenses, and other regulatory charges (credits)

Gross operating revenues increased primarily due to an increase of $87.0 million in fuel cost recovery revenues due to higher fuel rates. The increase was partially offset by the following:

• a decrease of $29.8 million in the price applied to unbilled sales, as discussed above; and
• a decrease of $22.4 million in gross wholesale revenue due to decreased sales to affiliated systems.

Fuel and purchased power expenses increased primarily due to:

• increased recovery of deferred fuel and purchased power costs; and
• an increase in the market prices of natural gas and purchased power.

Other regulatory charges decreased primarily due to:

• the amortization in 2003 of $11.8 million of deferred capacity charges, as discussed above; and
• the deferral in 2004 of $11.6 million of capacity charges related to generation resource planning as allowed by the LPSC.

Other Income Statement Variances

Third Quarter 2004 Compared to Third Quarter 2003

Other operation and maintenance expenses increased primarily due to an increase in benefit costs.

Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

Other operation and maintenance expenses increased primarily due to:

• an increase in customer service support costs; and
• an increase in benefit costs.

Interest charges decreased primarily due to the redemption of $150 million of First Mortgage Bonds in June 2003, partially offset by the issuance of $100 million of First Mortgage Bonds in March 2004.

Income Taxes

The effective income tax rates for the third quarters of 2004 and 2003 were 38.6% and 39.4%, respectively. The effective income tax rates for the nine months ended September 30, 2004 and 2003 were 38.3% and 39.1%, respectively. The differences in the effective income tax rates for the third quarter of 2004 and the nine months ended September 30, 2004 versus the federal statutory rate of 35% are primarily due to book and tax differences related to utility plant items and state income taxes, partially offset by the amortization of investment tax credits. The differences in the effective income tax rates for the third quarter and nine months ended September 30, 2003 are primarily due to book and tax differences related to utility plant items and state income taxes.

Liquidity and Capital Resources

Cash Flow

Cash flows for the nine months ended September 30, 2004 and 2003 were as follows:

		2004	2003
		(In Thousands)
Cash and cash equivalents at beginning of period		$8,787	$311,800
Cash flow provided by (used in):
	Operating activities	214,798	260,919
	Investing activities	(154,928)	(173,411)
	Financing activities	(17,385)	(331,051)
Net increase (decrease) in cash and cash equivalents		42,485	(243,543)
Cash and cash equivalents at end of period		$51,272	$68,257

Operating Activities

Cash flow from operations decreased $46.1 million for the nine months ended September 30, 2004 compared to the nine months ended September 30, 2003 primarily due to money pool activity, which used $107.1 million of Entergy Louisiana's operating cash flows in the first nine months of 2004 compared to using $15.4 million in the first nine months of 2003. The decrease was partially offset by the increased collection of deferred fuel costs. Entergy Louisiana's receivables from or (payables to) the money pool were as follows:

September 30, 2004	December 31, 2003	September 30, 2003	December 31, 2002
(In Thousands)
$65,773	($41,317)	$34,260	$18,854

See Note 4 to the domestic utility companies and System Energy financial statements in the Form 10-K for a description of the money pool.

Investing Activities

Cash used by investing activities decreased $18.5 million for the nine months ended September 30, 2004 compared to the nine months ended September 30, 2003 primarily due to decreased spending on distribution, transmission, and nuclear projects, partially offset by increased spending at certain fossil plants.

Financing Activities

Cash used by financing activities decreased $313.7 million for the nine months ended September 30, 2004 compared to the nine months ended September 30, 2003 primarily due to:

• the issuance of $100 million of 5.5% Series First Mortgage Bonds in March 2004;
• the retirement of $150 million of 8.5% Series First Mortgage Bonds in June 2003;
• a principal payment of $14.8 million in 2004 for the Waterford Lease Obligation compared to a principal payment of $35.4 million in 2003; and
• a decrease of $43.9 million in common stock dividends paid.

Uses and Sources of Capital

See "Management's Financial Discussion and Analysis - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Louisiana's uses and sources of capital. Following is an update to the information provided in the Form 10-K.

Entergy Louisiana now expects to complete the purchase of the Perryville plant in mid-2005 for $183.5 million. Therefore, Entergy Louisiana now expects to spend approximately $271 million for construction and capital investment in 2004 and approximately $559 million for construction and capital investment in 2005-2006.

In May 2004, Entergy Louisiana extended the maturity date of its 364-day credit facility from May 2004 to July 2004. In July 2004, Entergy Louisiana renewed the facility and Entergy New Orleans entered into a separate credit facility with the same lender. Both facilities will expire in April 2005. Entergy Louisiana can borrow up to $15 million and Entergy New Orleans can borrow up to $14 million under their respective credit facilities, but at no time can the total amount borrowed under these facilities by the two companies combined exceed $15 million. As of September 30, 2004, no borrowings were outstanding under these facilities.

In October 2004, Entergy Louisiana issued $70 million 6.40% Series of First Mortgage Bonds due October 1, 2034. Entergy Louisiana plans to use the proceeds to redeem in November 2004 $72.2 million 9.0% Series Junior Subordinated Deferrable Interest Debentures due 2045.

In October 2004, Entergy Louisiana issued $115 million 5.09% Series of First Mortgage Bonds due November 1, 2014. Entergy Louisiana plans to use the proceeds to redeem, prior to maturity, $115 million 6.5% Series of First Mortgage Bonds due March 1, 2008.

Significant Factors and Known Trends

See "Management's Financial Discussion and Analysis - Significant Factors and Known Trends" in the Form 10-K for a discussion of utility restructuring, state rate regulation, System Agreement proceedings, industrial and commercial customers, market and credit risks, nuclear matters, environmental risks, and litigation risks. Following are updates to the Form 10-K.

Rate Proceedings

See "Management's Financial Discussion and Analysis - Rate Proceedings" in the Form 10-K for discussion of Entergy Louisiana's rate filing with the LPSC requesting a base rate increase. In August 2004, the LPSC Staff filed testimony in which it recommended up to a $19.5 million rate increase for Entergy Louisiana, assuming that the Perryville acquisition is approved in time for the Perryville costs to be included in rates set in this proceeding. Additional issues and updates that will be evaluated in connection with this proceeding are likely to result in revisions to the LPSC Staff's recommendation.  These issues may reduce the amount of the recommended rate increase or cause it to become a recommendation for a rate decrease.Hearings are currently set for December 2004.

System Agreement Proceedings

See the Form 10-K for a discussion of the proceeding commenced at the FERC by the LPSC regarding production cost equalization under the System Agreement, the ALJ's Initial Decision in the proceeding, and the "Order of Investigation" issued by the APSC. Several parties, including Entergy, the LPSC, the APSC, the MPSC, the City Council, and the FERC Staff, filed briefs on exceptions in response to the ALJ's Initial Decision. Entergy's exceptions to the ALJ's Initial Decision include: the practical effect of the Initial Decision is full production cost equalization, which was rejected in the Initial Decision and previously has been rejected by the FERC; resource planning for the Entergy System would be impeded if the Initial Decision were adopted; the remedy in the Initial Decision is inconsistent with the history, structure, and precedent regarding the System Agreement; the Initial Decision's remedy ignores the historical pattern of production cost disparities on the Entergy System and would result in substantial, sudden transfers of costs between groups of Entergy customers; the numerical standards proposed in the Initial Decision are arbitrary and are so complex that they will be difficult to implement; the Initial Decision improperly rejected Entergy's resource planning remedy; the Initial Decision erroneously determined that the full costs of the Vidalia project should be included in Entergy Louisiana's production costs for purposes of calculating relative production costs; and the Initial Decision erroneously adopted a new method of calculating reserve sharing costs rather than the current method.

As reported in the Form 10-K, if the FERC grants the relief requested by the LPSC in the proceeding, the relief may result in a material increase in the total production costs the FERC allocates to companies whose costs currently are projected to be less than the Entergy System average, and a material decrease in the total production costs the FERC allocates to companies whose costs currently are projected to exceed that average.   If the FERC adopts the ALJ's Initial Decision, the amount of production costs that would be reallocated among the domestic utility companies would be determined through consideration of each domestic utility company's relative total production cost expressed as a percentage of Entergy System average total production cost. The ALJ's Initial Decision would reallocate production costs of the domestic utility companies whose percent of Entergy System average production cost are outside an upper or lower bandwidth. This would be accomplished by payment s from domestic utility companies whose production costs are below Entergy System average production cost to domestic utility companies whose production costs are above Entergy System average production cost.

An assessment of the potential effects of the ALJ's Initial Decision requires assumptions regarding the future total production cost of each domestic utility company, which assumptions include the mix of solid fuel and gas-fired generation available to each company and the costs of natural gas and purchased power.  Entergy Louisiana and Entergy Gulf States are more dependent upon gas-fired generation than Entergy Arkansas, Entergy Mississippi, or Entergy New Orleans. Of these, Entergy Arkansas is the least dependent upon gas-fired generation.  Therefore, increases in natural gas prices likely will increase the amount by which Entergy Arkansas' total production costs are below the average production costs of the domestic utility companies.  Considerable uncertainty exists regarding future gas prices. Annual average gas prices have varied significantly over recent years, ranging from $1.92/mmBtu to $5.48/mmBtu for the 1994-2003 period, and averaging $2.99/mmBtu during the ten - -year period 1994-2003 and $3.77/mmBtu during the five-year period 1999-2003.  Recent market conditions have resulted in gas prices that have averaged $5.58/MMBtu for the twelve months ended September 2004. Based upon analyses considering the effect on future production costs if the FERC adopts the ALJ's Initial Decision, the following potential annual production cost reallocations among the domestic utility companies could result assuming annual average gas prices range from $6.39/mmBtu in 2005 declining to $4.97/mmBtu by 2009:

	Range of Annual Payments or (Receipts)	Average Annual Payments or (Receipts) for 2005-2009 Period
	(In Millions)	(In Millions)
Entergy Arkansas	$154 to $281	$215
Entergy Gulf States	($130) to ($15)	($63)
Entergy Louisiana	($199) to ($98)	($141)
Entergy Mississippi	($16) to $8	$1
Entergy New Orleans	($17) to ($5)	($12)

Management believes that any changes in the allocation of production costs resulting from a FERC decision and related retail proceedings should result in similar rate changes for retail customers. Therefore, management does not believe that this proceeding at the FERC will have a material effect on the financial condition of any of the domestic utility companies, although the outcome of the FERC proceeding and related retail proceedings cannot be predicted at this time.

Entergy Arkansas filed its initial testimony in response to the APSC's February Order of Investigation discussed in the Form 10-K. The testimony emphasizes that the ALJ's Initial Decision is not a final order by the FERC; briefly discusses some of the aspects of the Initial Decision that are included in Entergy's exceptions filed with the FERC; emphasizes that Entergy will seek to reverse the production cost-related portions of the Initial Decision; and states that Entergy Arkansas believes that it is premature, before the FERC makes a decision, for Entergy Arkansas to determine whether its continued participation in the System Agreement is appropriate.

In addition, as discussed in the Form 10-K, the APSC had publicly announced its intention to initiate an inquiry into Entergy Louisiana's Vidalia purchased power contract. In April 2004, the APSC commenced the investigation and requested historical documents, records, and information from Entergy Arkansas, which Entergy Arkansas has provided to the APSC.

Also in April 2004, the APSC issued an order directing Entergy Arkansas to show cause why Entergy Arkansas should not have to indemnify and hold its customers harmless from any adverse financial effects related to Entergy Louisiana's pending acquisition of the Perryville power plant, or show that the Perryville unit will produce economic benefits for Entergy Arkansas' customers. Entergy Arkansas filed a response in May 2004 stating that Entergy will seek to reverse the production cost-related portions of the ALJ's Initial Decision in the System Agreement proceeding at the FERC, that the Perryville acquisition is part of Entergy's request for proposal generation planning process, that Entergy Arkansas is not in a position to indemnify its retail customers from actions taken by the FERC, and that the Perryville acquisition is expected to reduce the domestic utility companies' overall production costs. Procedural schedules have not been established in these APSC investigations.

Also in April 2004, the City Council issued a resolution directing Entergy New Orleans and Entergy Louisiana to notify the City Council and obtain prior approval for any action that would materially modify, amend, or terminate the System Agreement for one or more of the domestic utility companies. Entergy New Orleans and Entergy Louisiana appealed to state court the City Council's resolution on the basis that the imposition of this requirement with respect to the System Agreement, a FERC-approved tariff, exceeds the City Council's jurisdiction and authority. In July 2004, the City Council answered the appeal and filed a third party demand and counterclaim against Entergy, the domestic utility companies, Entergy Services, and System Energy, seeking a declaratory judgment that Entergy and its subsidiaries cannot terminate the System Agreement until obligations owed under the March 2003 Agreement in Principle are satisfied. In August 2004, Entergy New Orleans and Entergy Louisiana, as well as the named third party defendants, filed pleadings objecting to the City Council's third party demand and counterclaim on various grounds, including federal preemption.

Critical Accounting Estimates

See "Management's Financial Discussion and Analysis - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy Louisiana's accounting for nuclear decommissioning costs and pension and other retirement costs.

ENTERGY LOUISIANA, INC.
INCOME STATEMENTS
For the Three and Nine Months Ended September 30, 2004 and 2003
(Unaudited)
	Three Months Ended		Nine Months Ended
	2004	2003	2004	2003
	(In Thousands)		(In Thousands)
OPERATING REVENUES
Domestic electric	$668,240	$646,503	$1,711,797	$1,678,444
OPERATING EXPENSES
Operation and Maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale	249,879	198,955	517,543	417,953
Purchased power	173,732	184,250	509,564	500,152
Nuclear refueling outage expenses	3,500	2,745	10,132	8,235
Other operation and maintenance	90,703	85,626	262,072	250,198
Decommissioning	5,534	5,142	16,333	15,427
Taxes other than income taxes	19,262	18,240	53,595	52,754
Depreciation and amortization	51,051	48,439	145,588	143,411
Other regulatory charges (credits) - net	(12,551)	(5,126)	(22,835)	1,416
TOTAL	581,110	538,271	1,491,992	1,389,546
OPERATING INCOME	87,130	108,232	219,805	288,898
OTHER INCOME
Allowance for equity funds used during construction	2,606	1,962	5,475	5,095
Interest and dividend income	1,831	1,333	5,489	6,865
Miscellaneous - net	(531)	(871)	(387)	(2,746)
TOTAL	3,906	2,424	10,577	9,214
INTEREST AND OTHER CHARGES
Interest on long-term debt	17,655	16,036	51,991	57,686
Other interest - net	894	831	2,952	2,497
Allowance for borrowed funds used during construction	(1,569)	(1,629)	(3,450)	(3,970)
TOTAL	16,980	15,238	51,493	56,213
INCOME BEFORE INCOME TAXES	74,056	95,418	178,889	241,899
Income taxes	28,560	37,555	68,468	94,516
NET INCOME	45,496	57,863	110,421	147,383
Preferred dividend requirements and other	1,678	1,678	5,035	5,035
EARNINGS APPLICABLE TO
COMMON STOCK	$43,818	$56,185	$105,386	$142,348
See Notes to Respective Financial Statements.

ENTERGY LOUISIANA, INC.
STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2004 and 2003
(Unaudited)
	2004	2003
	(In Thousands)
OPERATING ACTIVITIES
Net income	$110,421	$147,383
Noncash items included in net income:
Other regulatory charges (credits) - net	(22,835)	1,416
Depreciation, amortization, and decommissioning	161,921	158,838
Deferred income taxes and investment tax credits	12,133	786,652
Changes in working capital:
Receivables	(92,848)	(84,832)
Accounts payable	(78,456)	(23,120)
Taxes accrued	94,398	(658,113)
Interest accrued	(3,258)	(10,646)
Deferred fuel costs	35,725	(61,672)
Other working capital accounts	(2,404)	19,514
Provision for estimated losses and reserves	5,181	7,628
Changes in other regulatory assets	(12,031)	16,174
Other	6,851	(38,303)
Net cash flow provided by operating activities	214,798	260,919
INVESTING ACTIVITIES
Construction expenditures	(149,184)	(162,944)
Allowance for equity funds used during construction	5,475	5,095
Nuclear fuel purchases	-	(32,241)
Proceeds from the sale/leaseback of nuclear fuel	- -	32,241
Decommissioning trust contributions and realized
change in trust assets	(11,219)	(11,118)
Changes in other temporary investments	- -	(4,444)
Net cash flow used in investing activities	(154,928)	(173,411)
FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	99,159	- -
Retirement of long-term debt	(14,809)	(185,416)
Dividends paid:
Common stock	(96,700)	(140,600)
Preferred stock	(5,035)	(5,035)
Net cash flow used in financing activities	(17,385)	(331,051)
Net increase (decrease) in cash and cash equivalents	42,485	(243,543)
Cash and cash equivalents at beginning of period	8,787	311,800
Cash and cash equivalents at end of period	$51,272	$68,257
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized	$56,217	$47,234
See Notes to Respective Financial Statements.

ENTERGY LOUISIANA, INC.
BALANCE SHEETS
ASSETS
September 30, 2004 and December 31, 2003
(Unaudited)
	2004	2003
	(In Thousands)
CURRENT ASSETS
Cash and cash equivalents:
Cash	$4,178	$8,787
Temporary cash investments - at cost,
which approximates market	47,094	- -
Total cash and cash equivalents	51,272	8,787
Accounts receivable:
Customer	131,486	93,393
Allowance for doubtful accounts	(3,545)	(4,487)
Associated companies	66,749	9,074
Other	6,038	12,334
Accrued unbilled revenues	140,598	138,164
Total accounts receivable	341,326	248,478
Deferred fuel costs	- -	30,609
Accumulated deferred income taxes	13,899	- -
Materials and supplies - at average cost	79,215	74,349
Deferred nuclear refueling outage costs	9,112	19,226
Prepayments and other	45,411	67,623
TOTAL	540,235	449,072
OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity	14,230	14,230
Decommissioning trust funds	165,564	151,996
Non-utility property - at cost (less accumulated depreciation)	21,208	21,307
Other	2,169	2,177
TOTAL	203,171	189,710
UTILITY PLANT
Electric	5,967,419	5,836,914
Property under capital lease	250,102	250,102
Construction work in progress	150,273	172,405
Nuclear fuel under capital lease	40,073	65,066
TOTAL UTILITY PLANT	6,407,867	6,324,487
Less - accumulated depreciation and amortization	2,786,871	2,686,778
UTILITY PLANT - NET	3,620,996	3,637,709
DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
SFAS 109 regulatory asset - net	157,602	156,111
Other regulatory assets	234,659	217,689
Long-term receivables	10,140	1,511
Other	22,113	22,737
TOTAL	424,514	398,048
TOTAL ASSETS	$4,788,916	$4,674,539
See Notes to Respective Financial Statements.
ENTERGY LOUISIANA, INC.
BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
September 30, 2004 and December 31, 2003
(Unaudited)
	2004	2003
	(In Thousands)
CURRENT LIABILITIES
Currently maturing long-term debt	$55,000	$14,809
Accounts payable:
Associated companies	40,535	101,191
Other	104,075	121,875
Customer deposits	63,909	61,215
Accumulated deferred income taxes	- -	566
Interest accrued	16,971	20,229
Deferred fuel costs	5,116	- -
Obligations under capital leases	35,506	35,506
Other	6,987	5,110
TOTAL	328,099	360,501
NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued	1,818,503	1,728,156
Accumulated deferred investment tax credits	97,412	101,258
Obligations under capital leases	4,567	29,560
Other regulatory liabilities	16,610	12,204
Decommissioning and retirement cost liabilities	372,148	352,120
Accumulated provisions	91,715	86,534
Long-term debt	932,739	887,687
Other	49,899	47,981
TOTAL	3,383,593	3,245,500
SHAREHOLDERS' EQUITY
Preferred stock without sinking fund	100,500	100,500
Common stock, no par value, authorized 250,000,000
shares; issued 165,173,180 shares in 2004 and 2003	1,088,900	1,088,900
Capital stock expense and other	(1,718)	(1,718)
Retained earnings	9,542	856
Less - treasury stock, at cost (18,202,573 shares in 2004 and 2003)	120,000	120,000
TOTAL	1,077,224	1,068,538
Commitments and Contingencies
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$4,788,916	$4,674,539
See Notes to Respective Financial Statements.

ENTERGY LOUISIANA, INC.
SELECTED OPERATING RESULTS
For the Three and Nine Months Ended September 30, 2004 and 2003
(Unaudited)
	Three Months Ended		Increase/
Description	2004	2003	(Decrease)	%
	(In Millions)
Electric Operating Revenues:
Residential	$266	$251	$15	6
Commercial	149	138	11	8
Industrial	212	199	13	7
Governmental	10	12	(2)	(17)
Total retail	637	600	37	6
Sales for resale
Associated companies	38	38	-	-
Non-associated companies	3	4	(1)	(25)
Other	(10)	5	(15)	(300)
Total	$668	$647	$21	3
Billed Electric Energy
Sales (GWh):
Residential	2,907	2,811	96	3
Commercial	1,684	1,611	73	5
Industrial	3,430	3,326	104	3
Governmental	115	135	(20)	(15)
Total retail	8,136	7,883	253	3
Sales for resale
Associated companies	483	533	(50)	(9)
Non-associated companies	43	44	(1)	(2)
Total	8,662	8,460	202	2
	Nine Months Ended		Increase/
Description	2004	2003	(Decrease)	%
	(In Millions)
Electric Operating Revenues:
Residential	$598	$575	$23	4
Commercial	380	356	24	7
Industrial	589	541	48	9
Governmental	28	32	(4)	(13)
Total retail	1,595	1,504	91	6
Sales for resale
Associated companies	75	98	(23)	(23)
Non-associated companies	10	10	-	- -
Other	32	66	(34)	(52)
Total	$1,712	$1,678	$34	2
Billed Electric Energy
Sales (GWh):
Residential	6,802	6,847	(45)	(1)
Commercial	4,324	4,230	94	2
Industrial	9,836	9,668	168	2
Governmental	328	390	(62)	(16)
Total retail	21,290	21,135	155	1
Sales for resale
Associated companies	905	1,321	(416)	(31)
Non-associated companies	147	113	34	30
Total	22,342	22,569	(227)	(1)

ENTERGY MISSISSIPPI, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

Third Quarter 2004 Compared to Third Quarter 2003

Net income increased $2.1 million primarily due to increased net revenue, partially offset by an increase in other operation and maintenance expenses.

Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

Net income decreased $3.2 million primarily due to increases in other operation and maintenance expenses and taxes other than income taxes, partially offset by increases in net revenue and interest and dividend income.

Net Revenue

Third Quarter 2004 Compared to Third Quarter 2003

Net revenue, which is Entergy's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related, and purchased power expenses and 2) other regulatory charges. Following is an analysis of the change in net revenue comparing the third quarter of 2004 to the third quarter of 2003.

	Amount
	(In Millions)
2003 net revenue	$124.6
Price applied to unbilled sales	4.4
Net wholesale revenue	3.5
Volume/weather	(2.2)
Other	0.6
2004 net revenue	$130.9

The price applied to unbilled sales variance resulted primarily from an increase in Grand Gulf price applied to unbilled sales.

The net wholesale revenue variance resulted from increased net generation resulting in more energy available for resale sales, partially offset by a decrease in the average price of energy supplied to affiliated sales.

The volume/weather variance resulted primarily from decreased usage due to the effect of milder weather on sales as compared to the same period in 2003.

Gross operating revenues, fuel and purchased power expenses, and other regulatory charges

Gross operating revenues increased primarily due to an increase in fuel cost recovery revenues due to higher fuel rates, along with net revenue items described above. This increase was partially offset by a decrease of $6.3 million in Grand Gulf revenue as a result of the cessation of the Grand Gulf Accelerated Tariff in July 2003.

Fuel and purchased power expenses increased primarily due to increased recovery of fuel and purchased power costs.

Other regulatory charges decreased as a result of decreased recovery of deferred capacity charges related to the Grand Gulf rate rider.

Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

Following is an analysis of the change in net revenue comparing the nine months ended September 30, 2004 to the nine months ended September 30, 2003.

	Amount
	(In Millions)
2003 net revenue	$329.5
Net wholesale revenue	2.4
Volume/weather	2.0
Other	1.0
2004 net revenue	$334.9

The net wholesale revenue variance resulted from an increase in energy available for resale sales, partially offset by a decrease in the average price of energy supplied for affiliated sales.

The volume/weather variance resulted from an increase in weather-adjusted usage of 117 GWh, partially offset by the effect of milder weather on billed sales.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to an increase of $130.4 million in fuel cost recovery revenues due to higher fuel rates, along with the net revenue items described above. This increase was partially offset by a decrease of $39.3 million in Grand Gulf revenue as a result of the cessation of the Grand Gulf Accelerated Tariff in July 2003.

Fuel and purchased power expenses increased primarily due to an increase in recovery of fuel and purchased power costs, an increase in electric net generation, and an increase in the market prices of natural gas, oil, and non-associated purchased power.

Other Income Statement Variances

Third Quarter 2004 Compared to Third Quarter 2003

Other operation and maintenance expenses increased primarily due to an increase of $1.4 million in plant maintenance expenses and an increase of $1.0 million in pension costs.

Taxes other than income taxes increased primarily due to a higher assessment of ad valorem and franchise taxes compared to the same period in 2003.

Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

Other operation and maintenance expenses increased primarily due to:

• an increase of $6.0 million in customer service costs; and
• an increase of $1.4 million in plant maintenance expenses.

Taxes other than income taxes increased primarily due to a higher assessment of ad valorem and franchise taxes compared to the same period in 2003.

Other income increased primarily due to increased interest income on the deferred fuel balance.

Interest and other charges decreased primarily due to redemption of $330 million of First Mortgage Bonds during the nine months ended September 30, 2003, partially offset by the issuance of $180 million of First Mortgage Bonds during the nine months ended September 30, 2004.

Income Taxes

The effective income tax rates for the third quarters of 2004 and 2003 were 36.7% and 39.5%, respectively. The effective income tax rates for the nine months ended September 30, 2004 and 2003 were 36.2% and 37.3%, respectively.

Liquidity and Capital Resources

Cash Flow

Cash flows for the nine months ended September 30, 2004 and 2003 were as follows:

		2004	2003
		(In Thousands)
Cash and cash equivalents at beginning of period		$63,838	$147,721
Cash flow provided by (used in):
	Operating activities	123,086	131,932
	Investing activities	(102,830)	(198,306)
	Financing activities	(51,813)	(66,701)
Net decrease in cash and cash equivalents		(31,557)	(133,075)
Cash and cash equivalents at end of period		$32,281	$14,646

Operating Activities

Cash flow from operations decreased $8.8 million for the nine months ended September 30, 2004 compared to the nine months ended September 30, 2003 primarily due to money pool activities, partially offset by increased recovery of deferred fuel and purchased power costs.

Entergy Mississippi's receivables from or (payables to) the money pool were as follows:

September 30, 2004	December 31, 2003	September 30, 2003	December 31, 2002
(In Thousands)
$39,510	$22,076	($19,277)	$8,702

Money pool activity used $17.4 million of Entergy Mississippi's cash flow for the nine months ended September 30, 2004 compared to providing $28 million for the nine months ended September 30, 2003. See Note 4 to the domestic utility companies and System Energy financial statements in the Form 10-K for a description of the money pool.

Investing Activities

Net cash used in investing activities decreased $95.5 million for the nine months ended September 30, 2004 compared to the nine months ended September 30, 2003 primarily due to cash used in 2003 for other regulatory investments of $72.6 million as a result of under-recovered fuel and purchased power costs. Also contributing to the decrease in cash used was decreased capital expenditures of $15 million and other temporary investment of $7.5 million that provided cash upon maturity.

Financing Activities

Net cash used in financing activities decreased $14.9 million for the nine months ended September 30, 2004 compared to the nine months ended September 30, 2003 primarily due to a $25 million draw on Entergy Mississippi's short-term bank credit facility, partially offset by increased dividends paid.

Uses and Sources of Capital

See "Management's Financial Discussion and Analysis - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Mississippi's uses and sources of capital. Following are updates to the information provided in the Form 10-K.

Entergy Mississippi issued $180 million of First Mortgage Bonds in 2004 as follows:

Issue Date	Description	Maturity	Amount
			(In Thousands)
April 2004	6.25% Series	April 2034	$100,000
April 2004	4.65% Series	May 2011	80,000
			$180,000

In September 2004, Entergy Mississippi issued $16 million of Mississippi Business Finance Corporation 4.60% Series Pollution Control Revenue Refunding Bonds (Entergy Mississippi, Inc Project) Series 2004 due April 2022. The proceeds from this issuance were used to redeem, prior to maturity, $7.9 million of 7.0% Series Washington County Bonds due April 2022 and $8.1 million of 7.0% Series Warren County Bonds due April 2022. The issuance is not reported in the cash flow statement because the proceeds from the issuance were placed in trust and were never held as cash by Entergy Mississippi.

Together with other available funds, proceeds from the issuances in April 2004 were used to retire or redeem the following:

Retirement Date	Description	Maturity	Amount
			(In Thousands)
May 2004	6.20% Series	May 2004	$75,000
May 2004	6.45% Series	April 2008	80,000
May 2004	7.70% Series	July 2023	60,000
			$215,000

In May 2004, Entergy Mississippi renewed its credit facility for the same amount, $25 million, which is due to expire in May 2005. The facility was fully drawn at September 30, 2004.

Significant Factors and Known Trends

See "Management's Financial Discussion and Analysis - Significant Factors and Known Trends" in the Form 10-K for a discussion of utility restructuring, state and local rate regulation, System Agreement proceedings, market and credit risks, state and local regulatory risks, and litigation risks. The following are updates to the Form 10-K.

State and Local Rate Regulation

As discussed in Note 2 to the domestic utility companies and System Energy financial statements in the Form 10-K, Entergy Mississippi made its anticipated formula rate plan filing with the MPSC in March 2004 based on a 2003 test year. In April 2004, the MPSC approved a joint stipulation entered into between the Mississippi Public Utilities Staff and Entergy Mississippi that provides for no change in rates based on an adjusted return on common equity midpoint of 10.77%, establishing an allowed annual regulatory earnings range of 9.5% to 12.1%.

System Agreement Proceedings

See the Form 10-K for a discussion of the proceeding commenced at the FERC by the LPSC regarding production cost equalization under the System Agreement, the ALJ's Initial Decision in the proceeding, and the "Order of Investigation" issued by the APSC. Several parties, including Entergy, the LPSC, the APSC, the MPSC, the City Council, and the FERC Staff, filed briefs on exceptions in response to the ALJ's Initial Decision. Entergy's exceptions to the ALJ's Initial Decision include: the practical effect of the Initial Decision is full production cost equalization, which was rejected in the Initial Decision and previously has been rejected by the FERC; resource planning for the Entergy System would be impeded if the Initial Decision were adopted; the remedy in the Initial Decision is inconsistent with the history, structure, and precedent regarding the System Agreement; the Initial Decision's remedy ignores the historical pattern of production cost disparities on the Entergy System and would result in substantial, sudden transfers of costs between groups of Entergy customers; the numerical standards proposed in the Initial Decision are arbitrary and are so complex that they will be difficult to implement; the Initial Decision improperly rejected Entergy's resource planning remedy; the Initial Decision erroneously determined that the full costs of the Vidalia project should be included in Entergy Louisiana's production costs for purposes of calculating relative production costs; and the Initial Decision erroneously adopted a new method of calculating reserve sharing costs rather than the current method.

As reported in the Form 10-K, if the FERC grants the relief requested by the LPSC in the proceeding, the relief may result in a material increase in the total production costs the FERC allocates to companies whose costs currently are projected to be less than the Entergy System average, and a material decrease in the total production costs the FERC allocates to companies whose costs currently are projected to exceed that average.   If the FERC adopts the ALJ's Initial Decision, the amount of production costs that would be reallocated among the domestic utility companies would be determined through consideration of each domestic utility company's relative total production cost expressed as a percentage of Entergy System average total production cost. The ALJ's Initial Decision would reallocate production costs of the domestic utility companies whose percent of Entergy System average production cost are outside an upper or lower bandwidth. This would be accomplished by payment s from domestic utility companies whose production costs are below Entergy System average production cost to domestic utility companies whose production costs are above Entergy System average production cost.

An assessment of the potential effects of the ALJ's Initial Decision requires assumptions regarding the future total production cost of each domestic utility company, which assumptions include the mix of solid fuel and gas-fired generation available to each company and the costs of natural gas and purchased power.  Entergy Louisiana and Entergy Gulf States are more dependent upon gas-fired generation than Entergy Arkansas, Entergy Mississippi, or Entergy New Orleans. Of these, Entergy Arkansas is the least dependent upon gas-fired generation.  Therefore, increases in natural gas prices likely will increase the amount by which Entergy Arkansas' total production costs are below the average production costs of the domestic utility companies.  Considerable uncertainty exists regarding future gas prices. Annual average gas prices have varied significantly over recent years, ranging from $1.92/mmBtu to $5.48/mmBtu for the 1994-2003 period, and averaging $2.99/mmBtu during the ten - -year period 1994-2003 and $3.77/mmBtu during the five-year period 1999-2003.  Recent market conditions have resulted in gas prices that have averaged $5.58/MMBtu for the twelve months ended September 2004. Based upon analyses considering the effect on future production costs if the FERC adopts the ALJ's Initial Decision, the following potential annual production cost reallocations among the domestic utility companies could result assuming annual average gas prices range from $6.39/mmBtu in 2005 declining to $4.97/mmBtu by 2009:

	Range of Annual Payments or (Receipts)	Average Annual Payments or (Receipts) for 2005-2009 Period
	(In Millions)	(In Millions)
Entergy Arkansas	$154 to $281	$215
Entergy Gulf States	($130) to ($15)	($63)
Entergy Louisiana	($199) to ($98)	($141)
Entergy Mississippi	($16) to $8	$1
Entergy New Orleans	($17) to ($5)	($12)

Management believes that any changes in the allocation of production costs resulting from a FERC decision and related retail proceedings should result in similar rate changes for retail customers. Therefore, management does not believe that this proceeding at the FERC will have a material effect on the financial condition of any of the domestic utility companies, although the outcome of the FERC proceeding and related retail proceedings cannot be predicted at this time.

Entergy Arkansas filed its initial testimony in response to the APSC's February Order of Investigation discussed in the Form 10-K. The testimony emphasizes that the ALJ's Initial Decision is not a final order by the FERC; briefly discusses some of the aspects of the Initial Decision that are included in Entergy's exceptions filed with the FERC; emphasizes that Entergy will seek to reverse the production cost-related portions of the Initial Decision; and states that Entergy Arkansas believes that it is premature, before the FERC makes a decision, for Entergy Arkansas to determine whether its continued participation in the System Agreement is appropriate.

In addition, as discussed in the Form 10-K, the APSC had publicly announced its intention to initiate an inquiry into Entergy Louisiana's Vidalia purchased power contract. In April 2004, the APSC commenced the investigation and requested historical documents, records, and information from Entergy Arkansas, which Entergy Arkansas has provided to the APSC.

Also in April 2004, the APSC issued an order directing Entergy Arkansas to show cause why Entergy Arkansas should not have to indemnify and hold its customers harmless from any adverse financial effects related to Entergy Louisiana's pending acquisition of the Perryville power plant, or show that the Perryville unit will produce economic benefits for Entergy Arkansas' customers. Entergy Arkansas filed a response in May 2004 stating that Entergy will seek to reverse the production cost-related portions of the ALJ's Initial Decision in the System Agreement proceeding at the FERC, that the Perryville acquisition is part of Entergy's request for proposal generation planning process, that Entergy Arkansas is not in a position to indemnify its retail customers from actions taken by the FERC, and that the Perryville acquisition is expected to reduce the domestic utility companies' overall production costs. Procedural schedules have not been established in these APSC investigations.

Also in April 2004, the City Council issued a resolution directing Entergy New Orleans and Entergy Louisiana to notify the City Council and obtain prior approval for any action that would materially modify, amend, or terminate the System Agreement for one or more of the domestic utility companies. Entergy New Orleans and Entergy Louisiana appealed to state court the City Council's resolution on the basis that the imposition of this requirement with respect to the System Agreement, a FERC-approved tariff, exceeds the City Council's jurisdiction and authority. In July 2004, the City Council answered the appeal and filed a third party demand and counterclaim against Entergy, the domestic utility companies, Entergy Services, and System Energy, seeking a declaratory judgment that Entergy and its subsidiaries cannot terminate the System Agreement until obligations owed under the March 2003 Agreement in Principle are satisfied. In August 2004, Entergy New Orleans and Entergy Louisiana, as well as the named third party defendants, filed pleadings objecting to the City Council's third party demand and counterclaim on various grounds, including federal preemption.

Critical Accounting Estimates

See "Management's Financial Discussion and Analysis - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy Mississippi's accounting for pension and other retirement costs.

ENTERGY MISSISSIPPI, INC.
INCOME STATEMENTS
For the Three and Nine Months Ended September 30, 2004 and 2003
(Unaudited)
	Three Months Ended		Nine Months Ended
	2004	2003	2004	2003
	(In Thousands)		(In Thousands)
OPERATING REVENUES
Domestic electric	$390,337	$309,739	$916,740	$799,007
OPERATING EXPENSES
Operation and Maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale	122,086	36,565	254,432	98,954
Purchased power	132,108	135,781	325,401	357,654
Other operation and maintenance	46,590	42,108	128,473	119,669
Taxes other than income taxes	14,919	12,704	41,481	35,686
Depreciation and amortization	17,388	16,619	48,013	46,230
Other regulatory charges-net	5,243	12,789	2,055	12,920
TOTAL	338,334	256,566	799,855	671,113
OPERATING INCOME	52,003	53,173	116,885	127,894
OTHER INCOME
Allowance for equity funds used during construction	1,503	978	3,137	2,785
Interest and dividend income	459	70	2,004	641
Miscellaneous - net	(568)	(610)	(1,044)	(1,962)
TOTAL	1,394	438	4,097	1,464
INTEREST AND OTHER CHARGES
Interest on long-term debt	9,855	10,984	31,831	32,940
Other interest - net	573	791	1,513	2,425
Allowance for borrowed funds used during construction	(1,043)	(832)	(2,245)	(2,435)
TOTAL	9,385	10,943	31,099	32,930
INCOME BEFORE INCOME TAXES	44,012	42,668	89,883	96,428
Income taxes	16,139	16,864	32,564	35,958
NET INCOME	27,873	25,804	57,319	60,470
Preferred dividend requirements and other	842	842	2,527	2,527
EARNINGS APPLICABLE TO
COMMON STOCK	$27,031	$24,962	$54,792	$57,943
See Notes to Respective Financial Statements.

ENTERGY MISSISSIPPI, INC.
STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2004 and 2003
(Unaudited)
	2004	2003
	(In Thousands)
OPERATING ACTIVITIES
Net income	57,319	$60,469
Noncash items included in net income:
Other regulatory charges - net	2,055	12,920
Depreciation and amortization	48,013	46,230
Deferred income taxes and investment tax credits	42,127	31,035
Allowance for equity funds used during construction	(3,137)	(2,785)
Changes in working capital:
Receivables	(66,227)	(31,242)
Fuel inventory	(727)	79
Accounts payable	(8,617)	(3,003)
Taxes accrued	(15,385)	(26)
Interest accrued	2,380	(3,933)
Deferred fuel costs	72,173	9,856
Other working capital accounts	(15,115)	17,992
Provision for estimated losses and reserves	(794)	1,251
Changes in other regulatory assets	(138)	8,388
Other	9,159	(15,299)
Net cash flow provided by operating activities	123,086	131,932
INVESTING ACTIVITIES
Construction expenditures	(113,473)	(128,521)
Allowance for equity funds used during construction	3,137	2,785
Changes in other temporary investments - net	7,506	- -
Other regulatory investments	-	(72,570)
Net cash flow used in investing activities	(102,830)	(198,306)
FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	178,550	292,426
Retirement of long-term debt	(218,136)	(330,000)
Changes in credit borrowings	25,000	- -
Dividends paid:
Common stock	(34,700)	(26,600)
Preferred stock	(2,527)	(2,527)
Net cash flow used in financing activities	(51,813)	(66,701)
Net decrease in cash and cash equivalents	(31,557)	(133,075)
Cash and cash equivalents at beginning of period	63,838	147,721
Cash and cash equivalents at end of period	$32,281	$14,646
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
Interest - net of amount capitalized	$31,765	$37,534
Income taxes	$2,950	($2,169)

ENTERGY MISSISSIPPI, INC.
BALANCE SHEETS
ASSETS
September 30, 2004 and December 31, 2003
(Unaudited)
	2004	2003
	(In Thousands)
CURRENT ASSETS
Cash and cash equivalents:
Cash	$3,992	$6,381
Temporary cash investment - at cost,
which approximates market	28,289	57,457
Total cash and cash equivalents	32,281	63,838
Other temporary investments	- -	7,506
Accounts receivable:
Customer	105,576	59,729
Allowance for doubtful accounts	(1,592)	(1,375)
Associated companies	41,195	25,935
Other	5,728	6,400
Accrued unbilled revenues	37,218	31,209
Total accounts receivable	188,125	121,898
Deferred fuel costs	16,905	89,078
Accumulated deferred income taxes	19,373	- -
Fuel inventory - at average cost	5,804	5,077
Materials and supplies - at average cost	18,660	17,682
Prepayments and other	27,617	9,583
TOTAL	308,765	314,662
OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity	5,531	5,531
Non-utility property - at cost (less accumulated depreciation)	6,466	6,466
TOTAL	11,997	11,997
UTILITY PLANT
Electric	2,354,001	2,243,852
Property under capital lease	105	136
Construction work in progress	94,938	108,829
TOTAL UTILITY PLANT	2,449,044	2,352,817
Less - accumulated depreciation and amortization	873,161	837,492
UTILITY PLANT - NET	1,575,883	1,515,325
DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
SFAS 109 regulatory asset - net	23,740	28,964
Other regulatory assets	68,893	58,287
Long-term receivable	4,752	- -
Other	24,224	20,064
TOTAL	121,609	107,315
TOTAL ASSETS	$2,018,254	$1,949,299
See Notes to Respective Financial Statements.
ENTERGY MISSISSIPPI, INC.
BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
September 30, 2004 and December 31, 2003
(Unaudited)
	2004	2003
	(In Thousands)
CURRENT LIABILITIES
Currently maturing long-term debt	$ -	$75,000
Notes payable	25,000	- -
Accounts payable:
Associated companies	68,078	62,705
Other	14,222	28,212
Customer deposits	36,110	33,861
Taxes accrued	49,357	39,041
Accumulated deferred income taxes	- -	7,120
Interest accrued	16,152	13,772
Obligations under capital leases	36	41
Other	4,215	2,567
TOTAL	213,170	262,319
NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued	423,451	385,395
Accumulated deferred investment tax credits	14,038	15,092
Obligations under capital leases	69	95
Accumulated provisions	6,082	6,876
Long-term debt	711,085	654,956
Other	65,783	60,082
TOTAL	1,220,508	1,122,496
SHAREHOLDERS' EQUITY
Preferred stock without sinking fund	50,381	50,381
Common stock, no par value, authorized 15,000,000
shares; issued and outstanding 8,666,357 shares in 2004 and 2003	199,326	199,326
Capital stock expense and other	(59)	(59)
Retained earnings	334,928	314,836
TOTAL	584,576	564,484
Commitments and Contingencies
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$2,018,254	$1,949,299
See Notes to Respective Financial Statements.

ENTERGY MISSISSIPPI, INC.
SELECTED OPERATING RESULTS
For the Three and Nine Months Ended September 30, 2004 and 2003
(Unaudited)
	Three Months Ended		Increase/
Description	2004	2003	(Decrease)	%
	(In Millions)
Electric Operating Revenues:
Residential	$ 167	$ 143	$ 24	17
Commercial	124	100	24	24
Industrial	59	43	16	37
Governmental	11	9	2	22
Total retail	361	295	66	22
Sales for resale
Associated companies	13	3	10	333
Non-associated companies	10	7	3	43
Other	6	5	1	20
Total	$ 390	$ 310	$80	26
Billed Electric Energy
Sales (GWh):
Residential	1,658	1,731	(73)	(4)
Commercial	1,330	1,341	(11)	(1)
Industrial	773	779	(6)	(1)
Governmental	114	112	2	2
Total retail	3,875	3,963	(88)	(2)
Sales for resale
Associated companies	107	-	107	-
Non-associated companies	132	117	15	13
Total	4,114	4,080	34	1
	Nine Months Ended		Increase/
Description	2004	2003	(Decrease)	%
	(In Millions)
Electric Operating Revenues:
Residential	$ 363	$ 327	$ 36	11
Commercial	297	260	37	14
Industrial	150	128	22	17
Governmental	29	24	5	21
Total retail	839	739	100	14
Sales for resale
Associated companies	24	12	12	100
Non-associated companies	22	17	5	29
Other	32	31	1	3
Total	$ 917	$ 799	$ 118	15
Billed Electric Energy
Sales (GWh):
Residential	3,956	4,047	(91)	(2)
Commercial	3,395	3,385	10	-
Industrial	2,195	2,159	36	2
Governmental	295	302	(7)	(2)
Total retail	9,841	9,893	(52)	(1)
Sales for resale
Associated companies	185	24	161	671
Non-associated companies	299	269	30	11
Total	10,325	10,186	139	1

ENTERGY NEW ORLEANS, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

Third Quarter 2004 Compared to Third Quarter 2003

Net income decreased $0.9 million primarily due to a decrease in net revenue and an increase in other operation and maintenance expense.

Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

Net income increased $13.3 million primarily due to an increase in net revenue.

Net Revenue

Third Quarter 2004 Compared to Third Quarter 2003

Net revenue, which is Entergy's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related, and purchased power expenses and 2) other regulatory charges (credits). Following is an analysis of the change in net revenue comparing the third quarter of 2004 to the third quarter of 2003.

	Amount
	(In Millions)
2003 net revenue	$72.2
Volume/weather	(9.9)
2004 deferrals	7.8
Other	0.8
2004 net revenue	$70.9

The volume/weather variance resulted primarily from less favorable weather on sales during the third quarter of 2004 compared to the third quarter of 2004.

The 2004 deferral variance is due to the deferral of fossil plant maintenance and voluntary severance plan expenses in accordance with a stipulation approved by the City Council in August 2004 in connection with the formula rate plan. The stipulation allows for the recovery of these costs through the amortization of a regulatory asset. The fossil plant maintenance and voluntary severance plan costs are being amortized over a five-year period that became effective January 2003 and January 2004, respectively. The formula rate plan is discussed in Note 2 to the domestic utility companies and System Energy financial statements.

Other regulatory credits

Other regulatory credits increased primarily due to a stipulation approved by the City Council in August 2004, as discussed above.

Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

Following is an analysis of the change in net revenue comparing the nine months ended September 30, 2004 to the nine months ended September 30, 2003.

	Amount
	(In Millions)
2003 net revenue	$172.8
Base rates	11.1
2004 deferrals	7.8
2004 net revenue	$191.7

The increase in base rates was effective June 2003. The rate increase is discussed in Note 2 to the domestic utility companies and System Energy financial statements in the Form 10-K.

The 2004 deferral variance is due to the deferral of fossil plant maintenance and voluntary severance plan expenses in accordance with a stipulation approved by the City Council in August 2004 in connection with the formula rate plan. The stipulation allows for the recovery of these costs through the amortization of a regulatory asset. The fossil plant maintenance and voluntary severance plan costs are being amortized over a five-year period that became effective January 2003 and January 2004, respectively. The formula rate plan is discussed in Note 2 to the domestic utility companies and System Energy financial statements.

Gross operating revenues, fuel and purchased power expenses, and other regulatory charges (credits)

Gross operating revenues increased primarily due to an increase of $40.4 million in gross wholesale revenue as a result of increased sales to affiliates. The increase is also attributable to the increase in base rates, as mentioned above.

Fuel and purchased power expenses increased primarily due to an increase in electricity generated and power purchases.

Other regulatory credits increased primarily due to a stipulation approved by the City Council in August 2004, as discussed above.

Other Income Statement Variances

Third Quarter 2004 Compared to Third Quarter 2003

Other operation and maintenance expenses increased primarily due to increases in customer service and outside services expenses.

Interest on long-term debt decreased primarily due to long-term debt refinancing in the third quarter of 2003.

Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

The increase in miscellaneous income is primarily due to an asbestos insurance settlement in April 2004.

Other interest increased primarily due to a true-up of potential rate actions and refunds in May 2003. The true-up decreased other interest charges in 2003.

Income Taxes

The effective income tax rates for the third quarters of 2004 and 2003 were 37.8% and 41.0%, respectively. The effective income tax rates for the nine months ended September 30, 2004 and 2003 were 38.3% and 41.4%, respectively. The differences in the effective income tax rates for the periods presented versus the federal statutory rate of 35% are primarily due to book and tax differences related to utility plant items and state income taxes.

Liquidity and Capital Resources

Cash Flow

Cash flows for the nine months ended September 30, 2004 and 2003 were as follows:

		2004	2003
		(In Thousands)
Cash and cash equivalents at beginning of period		$4,669	$66,247
Cash flow provided by (used in):
	Operating activities	40,693	(7,663)
	Investing activities	(34,640)	(44,256)
	Financing activities	(10,686)	(3,725)
Net decrease in cash and cash equivalents		(4,633)	(55,644)
Cash and cash equivalents at end of period		$36	$10,603

Operating Activities

Entergy New Orleans provided $40.6 million of cash flow from operating activities for the nine months ended September 30, 2004 compared to using $7.7 million of cash for the nine months ended September 30, 2003 primarily due to increased net income and the timing of receivable collections.

Entergy New Orleans' receivables from or (payables to) the money pool were as follows:

September 30, 2004	December 31, 2003	September 30, 2003	December 31, 2002
(In Thousands)
($2,147)	$1,783	($21,859)	$3,500

Money pool activity provided $3.9 million of Entergy New Orleans' operating cash flows for the nine months ended September 30, 2004 and provided $25.4 million of Entergy New Orleans' operating cash flows for the nine months ended September 30, 2003. See Note 4 to the domestic utility companies and System Energy financial statements in the Form 10-K for a description of the money pool.

Investing Activities

Net cash used in investing activities decreased $9.6 million for the nine months ended September 30, 2004 compared to the nine months ended September 30, 2003 primarily due to decreased capital expenditures related to a turbine inspection project at a fossil plant in 2003 and decreased software project costs.

Financing Activities

Net cash used in financing activities increased $7.0 million for the nine months ended September 30, 2004 compared to the nine months ended September 30, 2003 primarily due to:

• the issuance of $35 million of 5.60% Series First Mortgage Bonds in August 2004.
• the issuance of $40 million of 5.65% Series First Mortgage Bonds in August 2004.
• the redemption of $30 million in principal amount of 7.55% series of General and Refunding Mortgage Bonds in September 2004.
• the redemption of $45 million in principal amount of 8.00% series of General and Refunding Mortgage Bonds in September 2004.
• an increase of $2.2 million in common stock dividends paid.

Uses and Sources of Capital

See "Management's Financial Discussion and Analysis - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy New Orleans' uses and sources of capital. Following is an update to the information provided in the Form 10-K.

In July 2004, Entergy New Orleans entered into a credit facility and Entergy Louisiana renewed its credit facility with the same lender. Both facilities will expire in April 2005. Entergy New Orleans can borrow up to $14 million and Entergy Louisiana can borrow up to $15 million under their respective credit facilities, but at no time can the total amount borrowed by the two companies combined exceed $15 million. As of September 30, 2004, no borrowings were outstanding under these facilities.

Significant Factors and Known Trends

See "Management's Financial Discussion and Analysis - Significant Factors and Known Trends" in the Form 10-K for a discussion of System Agreement proceedings, market and credit risks, state and local regulatory risks, environmental risks, and litigation risks. The following is an update to the Form 10-K.

System Agreement Proceedings

See the Form 10-K for a discussion of the proceeding commenced at the FERC by the LPSC regarding production cost equalization under the System Agreement, the ALJ's Initial Decision in the proceeding, and the "Order of Investigation" issued by the APSC. Several parties, including Entergy, the LPSC, the APSC, the MPSC, the City Council, and the FERC Staff, filed briefs on exceptions in response to the ALJ's Initial Decision. Entergy's exceptions to the ALJ's Initial Decision include: the practical effect of the Initial Decision is full production cost equalization, which was rejected in the Initial Decision and previously has been rejected by the FERC; resource planning for the Entergy System would be impeded if the Initial Decision were adopted; the remedy in the Initial Decision is inconsistent with the history, structure, and precedent regarding the System Agreement; the Initial Decision's remedy ignores the historical pattern of production cost disparities on the Entergy System and would result in substantial, sudden transfers of costs between groups of Entergy customers; the numerical standards proposed in the Initial Decision are arbitrary and are so complex that they will be difficult to implement; the Initial Decision improperly rejected Entergy's resource planning remedy; the Initial Decision erroneously determined that the full costs of the Vidalia project should be included in Entergy Louisiana's production costs for purposes of calculating relative production costs; and the Initial Decision erroneously adopted a new method of calculating reserve sharing costs rather than the current method.

As reported in the Form 10-K, if the FERC grants the relief requested by the LPSC in the proceeding, the relief may result in a material increase in the total production costs the FERC allocates to companies whose costs currently are projected to be less than the Entergy System average, and a material decrease in the total production costs the FERC allocates to companies whose costs currently are projected to exceed that average.   If the FERC adopts the ALJ's Initial Decision, the amount of production costs that would be reallocated among the domestic utility companies would be determined through consideration of each domestic utility company's relative total production cost expressed as a percentage of Entergy System average total production cost. The ALJ's Initial Decision would reallocate production costs of the domestic utility companies whose percent of Entergy System average production cost are outside an upper or lower bandwidth. This would be accomplished by payment s from domestic utility companies whose production costs are below Entergy System average production cost to domestic utility companies whose production costs are above Entergy System average production cost.

An assessment of the potential effects of the ALJ's Initial Decision requires assumptions regarding the future total production cost of each domestic utility company, which assumptions include the mix of solid fuel and gas-fired generation available to each company and the costs of natural gas and purchased power.  Entergy Louisiana and Entergy Gulf States are more dependent upon gas-fired generation than Entergy Arkansas, Entergy Mississippi, or Entergy New Orleans. Of these, Entergy Arkansas is the least dependent upon gas-fired generation.  Therefore, increases in natural gas prices likely will increase the amount by which Entergy Arkansas' total production costs are below the average production costs of the domestic utility companies.  Considerable uncertainty exists regarding future gas prices. Annual average gas prices have varied significantly over recent years, ranging from $1.92/mmBtu to $5.48/mmBtu for the 1994-2003 period, and averaging $2.99/mmBtu during the ten - -year period 1994-2003 and $3.77/mmBtu during the five-year period 1999-2003.  Recent market conditions have resulted in gas prices that have averaged $5.58/MMBtu for the twelve months ended September 2004. Based upon analyses considering the effect on future production costs if the FERC adopts the ALJ's Initial Decision, the following potential annual production cost reallocations among the domestic utility companies could result assuming annual average gas prices range from $6.39/mmBtu in 2005 declining to $4.97/mmBtu by 2009:

	Range of Annual Payments or (Receipts)	Average Annual Payments or (Receipts) for 2005-2009 Period
	(In Millions)	(In Millions)
Entergy Arkansas	$154 to $281	$215
Entergy Gulf States	($130) to ($15)	($63)
Entergy Louisiana	($199) to ($98)	($141)
Entergy Mississippi	($16) to $8	$1
Entergy New Orleans	($17) to ($5)	($12)

Management believes that any changes in the allocation of production costs resulting from a FERC decision and related retail proceedings should result in similar rate changes for retail customers. Therefore, management does not believe that this proceeding at the FERC will have a material effect on the financial condition of any of the domestic utility companies, although the outcome of the FERC proceeding and related retail proceedings cannot be predicted at this time.

Entergy Arkansas filed its initial testimony in response to the APSC's February Order of Investigation discussed in the Form 10-K. The testimony emphasizes that the ALJ's Initial Decision is not a final order by the FERC; briefly discusses some of the aspects of the Initial Decision that are included in Entergy's exceptions filed with the FERC; emphasizes that Entergy will seek to reverse the production cost-related portions of the Initial Decision; and states that Entergy Arkansas believes that it is premature, before the FERC makes a decision, for Entergy Arkansas to determine whether its continued participation in the System Agreement is appropriate.

In addition, as discussed in the Form 10-K, the APSC had publicly announced its intention to initiate an inquiry into Entergy Louisiana's Vidalia purchased power contract. In April 2004, the APSC commenced the investigation and requested historical documents, records, and information from Entergy Arkansas, which Entergy Arkansas has provided to the APSC.

Also in April 2004, the APSC issued an order directing Entergy Arkansas to show cause why Entergy Arkansas should not have to indemnify and hold its customers harmless from any adverse financial effects related to Entergy Louisiana's pending acquisition of the Perryville power plant, or show that the Perryville unit will produce economic benefits for Entergy Arkansas' customers. Entergy Arkansas filed a response in May 2004 stating that Entergy will seek to reverse the production cost-related portions of the ALJ's Initial Decision in the System Agreement proceeding at the FERC, that the Perryville acquisition is part of Entergy's request for proposal generation planning process, that Entergy Arkansas is not in a position to indemnify its retail customers from actions taken by the FERC, and that the Perryville acquisition is expected to reduce the domestic utility companies' overall production costs. Procedural schedules have not been established in these APSC investigations.

Also in April 2004, the City Council issued a resolution directing Entergy New Orleans and Entergy Louisiana to notify the City Council and obtain prior approval for any action that would materially modify, amend, or terminate the System Agreement for one or more of the domestic utility companies. Entergy New Orleans and Entergy Louisiana appealed to state court the City Council's resolution on the basis that the imposition of this requirement with respect to the System Agreement, a FERC-approved tariff, exceeds the City Council's jurisdiction and authority. In July 2004, the City Council answered the appeal and filed a third party demand and counterclaim against Entergy, the domestic utility companies, Entergy Services, and System Energy, seeking a declaratory judgment that Entergy and its subsidiaries cannot terminate the System Agreement until obligations owed under the March 2003 Agreement in Principle are satisfied. In August 2004, Entergy New Orleans and Entergy Louisiana, as well as the named third party defendants, filed pleadings objecting to the City Council's third party demand and counterclaim on various grounds, including federal preemption.

Formula Rate Plan Filings

In conformance with the City Council's May 2003 resolution discussed in the Form 10-K, in April 2004, Entergy New Orleans made filings with the City Council as required by the earnings review process prescribed by the Gas and Electric Formula Rate Plans approved by the Council. The filings showed an increase in Entergy New Orleans' electric revenues of $1.15 million and an increase in Entergy New Orleans gas revenues of $32,000 were warranted. The Council Advisors and intervenors reviewed the filings, and filed their recommendations in July 2004. In August 2004, in accordance with the City Council's requirements for the formula rate plans, Entergy New Orleans made a filing with the City Council reflecting the parties' concurrence that no change in Entergy New Orleans' electric or gas rates is warranted. Later in August 2004, the City Council approved an unopposed settlement among Entergy New Orleans, the Council Advisors, and the intervenors in connection with the Gas and Electric F ormula Rate Plans. In accordance with the resolution approving the settlement agreement, Entergy New Orleans' gas and electric base rates remain unchanged from levels set in May 2003. The resolution ordered Entergy New Orleans to defer $5.96 million of fossil plant maintenance expense incurred in 2003 and to record on its books a regulatory asset in that amount to be amortized over a five-year period effective January 2003. Entergy New Orleans also was ordered to defer $3.86 million relating to voluntary severance plan costs allocated to its electric operations and $0.99 million allocated to its gas operations, which amounts were accrued on its books in 2003, and to record on its books regulatory assets in those amounts to be amortized over five years effective January 2004.

Critical Accounting Estimates

See "Management's Financial Discussion and Analysis - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy New Orleans' accounting for pension and other retirement costs.

ENTERGY NEW ORLEANS, INC.
INCOME STATEMENTS
For the Three and Nine Months Ended September 30, 2004 and 2003
(Unaudited)
	Three Months Ended		Nine Months Ended
	2004	2003	2004	2003
	(In Thousands)		(In Thousands)
OPERATING REVENUES
Domestic electric	$175,661	$185,741	$447,458	$405,761
Natural gas	24,375	18,010	108,682	92,961
TOTAL	200,036	203,751	556,140	498,722
OPERATING EXPENSES
Operation and Maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale	68,210	65,182	177,799	158,025
Purchased power	68,193	65,687	192,510	169,428
Other operation and maintenance	25,691	24,251	74,242	74,687
Taxes other than income taxes	12,977	12,115	33,041	32,496
Depreciation and amortization	7,803	7,578	21,603	21,985
Other regulatory charges (credits) - net	(7,288)	708	(5,872)	(1,551)
TOTAL	175,586	175,521	493,323	455,070
OPERATING INCOME	24,450	28,230	62,817	43,652
OTHER INCOME
Allowance for equity funds used during construction	735	554	1,150	1,706
Interest and dividend income	214	152	541	506
Miscellaneous - net	(204)	(522)	608	(1,071)
TOTAL	745	184	2,299	1,141
INTEREST AND OTHER CHARGES
Interest on long-term debt	4,161	4,621	11,871	13,571
Other interest - net	426	447	1,381	(95)
Allowance for borrowed funds used during construction	(612)	(564)	(1,024)	(1,745)
TOTAL	3,975	4,504	12,228	11,731
INCOME BEFORE INCOME TAXES	21,220	23,910	52,888	33,062
Income taxes	8,031	9,792	20,266	13,691
NET INCOME	13,189	14,118	32,622	19,371
Preferred dividend requirements and other	241	241	724	724
EARNINGS APPLICABLE TO
COMMON STOCK	$12,948	$13,877	$31,898	$18,647
See Notes to Respective Financial Statements.

(Page left blank intentionally)

ENTERGY NEW ORLEANS, INC.
STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2004 and 2003
(Unaudited)
	2004	2003
	(In Thousands)
OPERATING ACTIVITIES
Net income	$32,622	$19,370
Noncash items included in net income:
Other regulatory credits - net	(5,872)	(1,551)
Depreciation and amortization	21,603	21,985
Deferred income taxes and investment tax credits	24,261	9,371
Changes in working capital:
Receivables	(2,157)	(56,400)
Fuel inventory	(370)	(2,243)
Accounts payable	(18,859)	16,709
Taxes accrued	2,392	5,079
Interest accrued	(3,776)	(3,754)
Deferred fuel costs	9,218	(2,845)
Other working capital accounts	(7,017)	(3,658)
Provision for estimated losses and reserves	(820)	(2,163)
Changes in other regulatory assets	(5,990)	(4,524)
Other	(4,542)	(3,039)
Net cash flow provided by (used in) operating activities	40,693	(7,663)
INVESTING ACTIVITIES
Construction expenditures	(36,396)	(45,962)
Allowance for equity funds used during construction	1,150	1,706
Changes in other temporary investments - net	606	- -
Net cash flow used in investing activities	(34,640)	(44,256)
FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	72,725	-
Retirement of long-term debt	(77,487)	- -
Dividends paid:
Common stock	(5,200)	(3,001)
Preferred stock	(724)	(724)
Net cash flow used in financing activities	(10,686)	(3,725)
Net decrease in cash and cash equivalents	(4,633)	(55,644)
Cash and cash equivalents at beginning of period	4,669	66,247
Cash and cash equivalents at end of period	$36	$10,603
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
Interest - net of amount capitalized	$16,577	$16,753
Income taxes	($5,010)	-
See Notes to Respective Financial Statements.

ENTERGY NEW ORLEANS, INC.
BALANCE SHEETS
ASSETS
September 30, 2004 and December 31, 2003
(Unaudited)
		2004	2003
		(In Thousands)
CURRENT ASSETS
Cash and cash equivalents:
Cash		$36	$28
Temporary cash investments - at cost,
which approximates market		- -	4,641
Total cash and cash equivalents		36	4,669
Other temporary investments		- -	606
Accounts receivable:
Customer		63,573	44,663
Allowance for doubtful accounts		(3,365)	(3,104)
Associated companies		1,106	24,697
Other		5,950	10,057
Accrued unbilled revenues		32,319	21,113
Total accounts receivable		99,583	97,426
Accumulated deferred income taxes		833	460
Fuel inventory - at average cost		5,950	5,580
Materials and supplies - at average cost		9,994	8,660
Prepayments and other		10,356	8,050
TOTAL		126,752	125,451
OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity		3,259	3,259
UTILITY PLANT
Electric		694,428	666,122
Natural gas	S	178,080	167,011
Construction work in progress		36,223	45,061
TOTAL UTILITY PLANT		908,731	878,194
Less - accumulated depreciation and amortization		436,492	420,745
UTILITY PLANT - NET		472,239	457,449
DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
Other regulatory assets		36,192	27,222
Long term receivables		3,541	-
Other		11,144	6,438
TOTAL		50,877	33,660
TOTAL ASSETS		$653,127	$619,819
See Notes to Respective Financial Statements.
ENTERGY NEW ORLEANS, INC.
BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
September 30, 2004 and December 31, 2003
(Unaudited)
		2004	2003
		(In Thousands)
CURRENT LIABILITIES
Currently maturing long-term debt		$30,000	$-
Accounts payable:
Associated companies		28,685	35,008
Other		30,182	42,718
Customer deposits		16,711	15,575
Taxes accrued		3,574	- -
Interest accrued		2,436	6,212
Deferred fuel costs		11,938	2,720
Energy Efficiency Program provision		6,538	6,356
Other		2,618	2,088
TOTAL		132,682	110,677
NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued		59,283	39,486
Accumulated deferred investment tax credits		4,107	4,441
SFAS 109 regulatory liability - net		38,875	40,543
Other regulatory liabilities		3,541	954
Accumulated provisions		- -	820
Long-term debt		199,892	229,217
Other		35,714	41,346
TOTAL		341,412	356,807
SHAREHOLDERS' EQUITY
Preferred stock without sinking fund		19,780	19,780
Common stock, $4 par value, authorized 10,000,000
shares; issued and outstanding 8,435,900 shares in 2004
and 2003		33,744	33,744
Paid-in capital		36,294	36,294
Retained earnings		89,215	62,517
TOTAL		179,033	152,335
Commitments and Contingencies
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$653,127	$619,819
See Notes to Respective Financial Statements.

ENTERGY NEW ORLEANS, INC.
SELECTED OPERATING RESULTS
For the Three and Nine Months Ended September 30, 2004 and 2003
(Unaudited)
	Three Months Ended		Increase/
Description	2004	2003	(Decrease)	%
	(In Millions)
Electric Operating Revenues:
Residential	$71	$68	$3	4
Commercial	54	50	4	8
Industrial	11	8	3	38
Governmental	22	22	-	- -
Total retail	158	148	10	7
Sales for resale
Associated companies	22	28	(6)	(21)
Other	(4)	10	(14)	(140)
Total	$176	$186	($10)	(5)
Billed Electric Energy
Sales (GWh):
Residential	761	742	19	3
Commercial	681	646	35	5
Industrial	168	106	62	58
Governmental	296	298	(2)	(1)
Total retail	1,906	1,792	114	6
Sales for resale
Associated companies	280	403	(123)	(31)
Non-associated companies	7	9	(2)	(22)
Total	2,193	2,204	(11)	- -
	Nine Months Ended		Increase/
Description	2004	2003	(Decrease)	%
	(In Millions)
Electric Operating Revenues:
Residential	$142	$144	($2)	(2)
Commercial	130	127	3	2
Industrial	25	21	4	19
Governmental	53	54	(1)	(2)
Total retail	350	346	4	1
Sales for resale
Associated companies	79	38	41	108
Non-associated companies	1	1	-	- -
Other	18	21	(3)	(14)
Total	$448	$406	$42	10
Billed Electric Energy
Sales (GWh):
Residential	1,628	1,665	(37)	(2)
Commercial	1,751	1,698	53	3
Industrial	418	299	119	40
Governmental	766	775	(9)	(1)
Total retail	4,563	4,437	126	3
Sales for resale
Associated companies	1,030	527	503	95
Non-associated companies	22	23	(1)	(4)
Total	5,615	4,987	628	13

SYSTEM ENERGY RESOURCES, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

System Energy's principal asset consists of a 90% ownership and leasehold interest in Grand Gulf 1. The capacity and energy from its 90% interest is sold under the Unit Power Sales Agreement to its only four customers, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans. System Energy's operating revenues are derived from the allocation of the capacity, energy, and related costs associated with its 90% interest in Grand Gulf 1 pursuant to the Unit Power Sales Agreement. Payments under the Unit Power Sales Agreement are System Energy's only source of operating revenues. Net income remained relatively unchanged for the third quarter, decreasing $1.0 million, and increased slightly by $2.6 million for the nine months ended September 30, 2004, compared to the same respective periods in 2003. The increase for the nine months ended is primarily due to an increase in rate base in 2004 resulting in higher operating income.

Liquidity and Capital Resources

Cash Flow

Cash flows for the nine months ended September 30, 2004 and 2003 were as follows:

		2004	2003
		(In Thousands)
Cash and cash equivalents at beginning of period		$52,536	$113,159
Cash flow provided by (used in):
	Operating activities	138,336	226,485
	Investing activities	(32,739)	(222,267)
	Financing activities	(96,749)	(83,475)
Net increase (decrease) in cash and cash equivalents		8,848	(79,257)
Cash and cash equivalents at end of period		$61,384	$33,902

Operating Activities

Cash flow from operations decreased $88.1 million for the nine months ended September 30, 2004 compared to the same period in 2003 primarily due to money pool activity as explained below, the cessation of the Entergy Mississippi GGART, and income tax payments of $5 million. System Energy collected $21.7 million in 2003 from Entergy Mississippi in conjunction with the GGART, which provided for the acceleration of Entergy Mississippi's Grand Gulf purchased power obligations. The MPSC authorized the cessation of the GGART effective July 1, 2003, and System Energy has begun crediting Entergy Mississippi for the return of the prepayment. System Energy credited an additional $11.7 million in 2004 compared to 2003. See Note 2 to the domestic utility companies and System Energy financial statements in the Form 10-K for further discussion of the GGART. Partially offsetting the decrease in operating cash flows was a decrease in interest paid during 2004.

System Energy's receivables from the money pool were as follows:

September 30, 2004	December 31, 2003	September 30, 2003	December 31, 2002
(In Thousands)
$85,644	$19,064	$24,791	$7,046

Money pool activity used $66.6 million of System Energy's operating cash flows for the nine months ended September 30, 2004 and used $17.7 million for the same period in 2003. See Note 4 to the domestic utility companies and System Energy financial statements in the Form 10-K for a description of the money pool.

Investing Activities

The decrease of $189.5 million in net cash used in investing activities for the nine months ended September 30, 2004 compared to the same period in 2003 was primarily due to cash collateral of $194 million provided in 2003. System Energy had three-year letters of credit in place that were scheduled to expire in March 2003 securing certain of its obligations related to the sale-leaseback of a portion of Grand Gulf 1. System Energy replaced the letters of credit with new three-year letters of credit totaling approximately $198 million that were backed by cash collateral. In December 2003, System Energy replaced the cash-backed letters of credit with syndicated bank letters of credit that expire in May 2007. Offsetting the cash collateral provided in 2003 was an increase in construction expenditures due to the reclassification of inventory items to capital in addition to facilities upgrades projects begun in late-2003.

Financing Activities

The increase of $13.3 million in net cash used by financing activities for the nine months ended September 30, 2004 compared to the same period in 2003 was primarily due to:

• $13.3 million in bond premium and costs related to System Energy refunding the bonds associated with its Grand Gulf Lease Obligation in May 2004; and
• $5 million of increased dividends paid.

The increase was partially offset by a decrease of $5 million in the January 2004 principal payment made on the Grand Gulf 1 sale-leaseback compared to the January 2003 principal payment.

Uses and Sources of Capital

See "Management's Financial Discussion and Analysis - Liquidity and Capital Resources" in the Form 10-K for a discussion of System Energy's uses and sources of capital.

Significant Factors and Known Trends

See "Management's Financial Discussion and Analysis - Significant Factors and Known Trends" in the Form 10-K for a discussion of market risks, nuclear matters, litigation risks, and environmental risks.

Critical Accounting Estimates

See "Management's Financial Discussion and Analysis - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in System Energy's accounting for nuclear decommissioning costs and pension and other retirement costs.

SYSTEM ENERGY RESOURCES, INC.
INCOME STATEMENTS
For the Three and Nine Months Ended September 30, 2004 and 2003
(Unaudited)
	Three Months Ended		Nine Months Ended
	2004	2003	2004	2003
	(In Thousands)		(In Thousands)
OPERATING REVENUES
Domestic electric	$144,052	$141,239	$403,939	$427,988
OPERATING EXPENSES
Operation and Maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale	10,411	11,180	27,935	31,364
Nuclear refueling outage expenses	3,087	3,264	9,604	9,430
Other operation and maintenance	26,677	22,196	71,315	68,140
Decommissioning	5,911	5,450	17,416	16,350
Taxes other than income taxes	6,504	6,203	18,660	18,887
Depreciation and amortization	36,125	28,317	88,495	80,563
Other regulatory charges (credits) - net	(4,264)	(1,162)	(6,439)	27,695
TOTAL	84,451	75,448	226,986	252,429
OPERATING INCOME	59,601	65,791	176,953	175,559
OTHER INCOME
Allowance for equity funds used during construction	328	310	1,196	842
Interest and dividend income	1,536	1,505	4,461	5,123
Miscellaneous - net	(136)	(210)	(508)	(952)
TOTAL	1,728	1,605	5,149	5,013
INTEREST AND OTHER CHARGES
Interest on long-term debt	14,361	16,799	45,550	45,873
Other interest - net	6	371	362	1,481
Allowance for borrowed funds used during construction	(107)	(184)	(387)	(361)
TOTAL	14,260	16,986	45,525	46,993
INCOME BEFORE INCOME TAXES	47,069	50,410	136,577	133,579
Income taxes	19,564	21,895	58,873	58,509
NET INCOME	$27,505	$28,515	$77,704	$75,070
See Notes to Respective Financial Statements.

(Page left blank intentionally)

SYSTEM ENERGY RESOURCES, INC.
STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2004 and 2003
(Unaudited)
	2004	2003
	(In Thousands)
OPERATING ACTIVITIES
Net income	$77,704	$75,070
Noncash items included in net income:
Other regulatory charges (credits) - net	(6,439)	27,695
Depreciation, amortization, and decommissioning	105,911	96,913
Deferred income taxes and investment tax credits	(169,859)	(24,557)
Changes in working capital:
Receivables	(61,512)	(7,870)
Accounts payable	(14,736)	(9,038)
Taxes accrued	217,522	77,814
Interest accrued	50	(20,608)
Other working capital accounts	(1,570)	(2,676)
Provision for estimated losses and reserves	(2,341)	72
Changes in other regulatory assets	21,589	29,382
Other	(27,983)	(15,712)
Net cash flow provided by operating activities	138,336	226,485
INVESTING ACTIVITIES
Construction expenditures	(25,078)	(9,705)
Allowance for equity funds used during construction	1,196	842
Nuclear fuel purchases	(45,528)	- -
Proceeds from sale/leaseback of nuclear fuel	45,709	- -
Decommissioning trust contributions and realized
change in trust assets	(15,520)	(15,852)
Changes in other temporary investments - net	6,482	(3,216)
Increase in other cash investments	- -	(194,336)
Net cash flow used in investing activities	(32,739)	(222,267)
FINANCING ACTIVITIES
Retirement of long-term debt	(6,348)	(11,375)
Other financing activities	(13,301)	- -
Dividends paid:
Common stock	(77,100)	(72,100)
Net cash flow used in financing activities	(96,749)	(83,475)
Net increase (decrease) in cash and cash equivalents	8,848	(79,257)
Cash and cash equivalents at beginning of period	52,536	113,159
Cash and cash equivalents at end of period	$61,384	$33,902
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized	$41,531	$65,053
Income taxes	$5,250	-
See Notes to Respective Financial Statements.

SYSTEM ENERGY RESOURCES, INC.
BALANCE SHEETS
ASSETS
September 30, 2004 and December 31, 2003
(Unaudited)
	2004	2003
	(In Thousands)
CURRENT ASSETS
Cash and cash equivalents:
Cash	$63	$2,918
Temporary cash investments - at cost,
which approximates market	61,321	49,618
Total cash and cash equivalents	61,384	52,536
Other temporary investments	-	6,482
Accounts receivable:
Associated companies	133,627	72,477
Other	2,139	1,777
Total accounts receivable	135,766	74,254
Materials and supplies - at average cost	52,415	63,047
Deferred nuclear refueling outage costs	12,550	2,979
Prepayments and other	54,447	1,031
TOTAL	316,562	200,329
OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds	191,937	172,916
UTILITY PLANT
Electric	3,237,006	3,205,895
Property under capital lease	466,521	466,521
Construction work in progress	24,873	31,344
Nuclear fuel under capital lease	73,036	47,242
TOTAL UTILITY PLANT	3,801,436	3,751,002
Less - accumulated depreciation and amortization	1,755,559	1,672,658
UTILITY PLANT - NET	2,045,877	2,078,344
DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
SFAS 109 regulatory asset - net	98,819	115,633
Other regulatory assets	305,776	301,233
Other	14,192	12,269
TOTAL	418,787	429,135
TOTAL ASSETS	$2,973,163	$2,880,724
See Notes to Respective Financial Statements.
SYSTEM ENERGY RESOURCES, INC.
BALANCE SHEETS
LIABILITIES AND SHAREHOLDER'S EQUITY
September 30, 2004 and December 31, 2003
(Unaudited)
	2004	2003
	(In Thousands)
CURRENT LIABILITIES
Currently maturing long-term debt	$25,266	$6,348
Accounts payable - other	15,519	30,255
Taxes accrued	-	55,585
Accumulated deferred income taxes	4,657	942
Interest accrued	29,673	29,623
Obligations under capital leases	31,266	31,266
Other	1,776	1,971
TOTAL	108,157	155,990
NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued	422,111	290,964
Accumulated deferred investment tax credits	76,481	79,088
Obligations under capital leases	41,770	15,976
Other regulatory liabilities	214,161	213,093
Decommissioning	329,875	312,459
Accumulated provisions	1,441	3,782
Long-term debt	857,197	882,401
Other	28,130	33,735
TOTAL	1,971,166	1,831,498
SHAREHOLDER'S EQUITY
Common stock, no par value, authorized 1,000,000 shares;
issued and outstanding 789,350 shares in 2004 and 2003	789,350	789,350
Retained earnings	104,490	103,886
TOTAL	893,840	893,236
Commitments and Contingencies
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY	$2,973,163	$2,880,724
See Notes to Respective Financial Statements.

ENTERGY ARKANSAS, ENTERGY GULF STATES, ENTERGY LOUISIANA, ENTERGY MISSISSIPPI, ENTERGY NEW ORLEANS, AND SYSTEM ENERGY

NOTES TO RESPECTIVE FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. COMMITMENTS AND CONTINGENCIES

Nuclear Insurance and Spent Nuclear Fuel (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

See Note 9 to the domestic utility companies and System Energy financial statements in the Form 10-K for information on nuclear liability, property and replacement power insurance, related NRC regulations, and the disposal of spent nuclear fuel associated with Entergy Arkansas', Entergy Gulf States', Entergy Louisiana's, and System Energy's nuclear power plants. The following are updates to the Form 10-K.

The Property Insurance Policy renewed on April 1, 2004 with the following changes: the deductibles for ANO 1 and 2, Grand Gulf 1, River Bend, and Waterford 3 increased to $5 million per occurrence for turbine/generator damage and $5 million per occurrence for other than turbine/generator damage.

Under the property damage and accidental outage insurance programs, Entergy nuclear plants could be subject to assessments should losses exceed the accumulated funds available from NEIL. As of September 30, 2004, the maximum amount of such possible assessments per occurrence were $15.1 million for Entergy Arkansas, $11.1 million for Entergy Gulf States, $13.0 million for Entergy Louisiana, $0.06 million for Entergy Mississippi, $0.06 million for Entergy New Orleans, and $11.5 million for System Energy.

Pending DOE acceptance and disposal of spent nuclear fuel, the owners of nuclear plants are responsible for their own spent fuel storage. Current on-site spent fuel storage capacity at Grand Gulf I, River Bend, and Waterford 3 is estimated to be sufficient until approximately 2007, 2005, and 2012, respectively, at which time dry cask storage facilities will be placed into service. An ANO storage facility using dry casks began operation in 1996, has been expanded since, and will be further expanded as needed.

Nuclear Decommissioning and Other Retirement Costs (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

See Note 9 to the domestic utility companies and System Energy financial statements in the Form 10-K for information on nuclear decommissioning costs. SFAS 143, "Accounting for Asset Retirement Obligations," which was implemented effective January 1, 2003, requires the recording of liabilities for all legal obligations associated with the retirement of long-lived assets that result from the normal operation of those assets. These liabilities are recorded at their fair values (which are likely to be the present values of the estimated future cash outflows) in the period in which they are incurred, with an accompanying addition to the recorded cost of the long-lived asset. The asset retirement obligation is accreted each year through a charge to expense, to reflect the time value of money for this present value obligation. The amounts added to the carrying amounts of the long-lived assets are depreciated over the useful lives of the assets. The net effect of implementing this standard fo r the rate-regulated business of the domestic utility companies and System Energy was recorded as a regulatory asset, with no resulting impact on Entergy's net income. Entergy recorded these regulatory assets because existing rate mechanisms in each jurisdiction are based on the principle that Entergy will recover all ultimate costs of decommissioning from customers. The implementation of SFAS 143 for the portion of River Bend not subject to cost-based ratemaking decreased earnings in the first quarter of 2003 by approximately $21 million net-of-tax as a result of a one-time cumulative effect of accounting change.

In accordance with a new decommissioning cost study for ANO 1 and 2, in the first quarter of 2004 Entergy Arkansas recorded a revision to its estimated decommissioning cost liability. The revised estimate resulted in a $107.7 million reduction in its decommissioning liability, along with a $19.5 million reduction in utility plant and an $88.2 million reduction in the related regulatory asset.

In the third quarter of 2004, Entergy Gulf States recorded a revision to its estimated decommissioning cost liability in accordance with a new decommissioning cost study for River Bend that reflected a life extension for the plant. The revised estimate resulted in a $116.8 million reduction in decommissioning liability, along with a $31.3 million reduction in utility plant, a $40.1 million reduction in the related regulatory asset and a regulatory liability of $17.7 million. For the portion of River Bend not subject to cost-based ratemaking, the revised estimate resulted in the elimination of the asset retirement cost that had been recorded at the time of adoption of SFAS 143 with the remainder recorded as miscellaneous income of $27.7 million.

In accordance with ratemaking treatment and as required by SFAS 71, the depreciation provisions for the domestic utility companies and System Energy include a component for removal costs that are not asset retirement obligations under SFAS 143. In accordance with regulatory accounting principles, Entergy has recorded a regulatory asset (liability) to reflect its estimate of the difference between estimated incurred removal costs and estimated removal costs recovered in rates previously recorded as a component of accumulated depreciation.

As discussed in the Form 10-K, the Energy Policy Act of 1992 contains a provision that assesses domestic nuclear utilities with fees for the decontamination and decommissioning (D&D) of the DOE's past uranium enrichment operations. The Energy Policy Act calls for cessation of annual D&D assessments not later than October 24, 2007. Entergy will oppose any attempts to extend the assessments past this date, but cannot state with certainty that an extension will not be made.

CashPoint Bankruptcy (Entergy Arkansas, Entergy Louisiana, Entergy Gulf States, Entergy New Orleans, and Entergy Mississippi)

The domestic utility companies entered an agreement with CashPoint Network Services (CashPoint) under which CashPoint was to manage a network of payment agents through which Entergy's utility customers could pay their bills. The payment agent system allows customers to pay their bills at various commercial or governmental locations, rather than sending payments by mail. Approximately one-third of Entergy's utility customers use payment agents.

On April 19, 2004, CashPoint failed to pay funds due to the domestic utility companies that had been collected through payment agents. The domestic utility companies then obtained a temporary restraining order from the Civil District Court for the Parish of Orleans, State of Louisiana, enjoining CashPoint from distributing funds belonging to Entergy, except by paying those funds to Entergy. On April 22, 2004, a petition for involuntary Chapter 7 bankruptcy was filed against CashPoint by other creditors in the United States Bankruptcy Court for the Southern District of New York. In response to these events, the domestic utility companies expanded an existing contract with another company to manage all of their payment agents. The domestic utility companies filed proofs of claim in the CashPoint bankruptcy proceeding in September 2004. Although Entergy cannot precisely determine at this time the amount that CashPoint owes to the domestic utility companies that may not be repaid, it has accrued an estimate of loss based on current information. If no cash is repaid to the domestic utility companies, an event Entergy does not believe is likely, the current estimates of maximum exposure to loss are approximately as follows:

	Amount
	(In Millions)
Entergy Arkansas	$1.8
Entergy Gulf States	$7.7
Entergy Louisiana	$8.8
Entergy Mississippi	$4.3
Entergy New Orleans	$2.4

Environmental Issues

(Entergy Gulf States)

See Note 9 to the domestic utility companies and System Energy financial statements in the Form 10-K for information related to the designation of Entergy Gulf States as a PRP for the cleanup of certain hazardous waste disposal sites. During the second quarter of 2004, the reserve balance previously recorded was reduced to approximately $1.5 million based upon activities performed to date and the best estimate of the remaining likely exposure associated with the ten-year groundwater monitoring study.

(Entergy Louisiana and Entergy New Orleans)

During 1993, the LDEQ issued new rules for solid waste regulation, including regulation of wastewater impoundments. Entergy Louisiana and Entergy New Orleans have determined that certain of their power plant wastewater impoundments were affected by these regulations and have chosen to upgrade or close them. Recorded liabilities in the amounts of $5.8 million for Entergy Louisiana and $0.5 million for Entergy New Orleans existed at September 30, 2004 for wastewater upgrades and closures. Completion of this work is awaiting LDEQ approval.

City Franchise Ordinances (Entergy New Orleans)

Entergy New Orleans provides electric and gas service in the City of New Orleans pursuant to franchise ordinances. These ordinances contain a continuing option for the City of New Orleans to purchase Entergy New Orleans' electric and gas utility properties.

Employment Litigation (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy are defendants in numerous lawsuits filed by former employees asserting that they were wrongfully terminated and/or discriminated against on the basis of age, race, sex, or other protected characteristics. The defendant companies deny any liability to the plaintiffs.

Asbestos and Hazardous Material Litigation (Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans)

Numerous lawsuits have been filed in federal and state courts in Texas, Louisiana, and Mississippi primarily by contractor employees in the 1950-1980 timeframe against Entergy Gulf States, Entergy Louisiana, Entergy New Orleans, and Entergy Mississippi, as premises owners of power plants, for damages caused by alleged exposure to asbestos or other hazardous material. Generally, many other defendants are named in these lawsuits as well. Presently there are approximately 460 lawsuits involving approximately 10,000 claims. Reserves have been established that should be adequate to cover any exposure. Additionally, negotiations continue with insurers to recover more reimbursement, while new coverage is being secured to minimize anticipated future potential exposures. Management believes that loss exposure has been and will continue to be handled successfully so that the ultimate resolution of these matters will not be material, in the aggregate, to the financial position or results of operation of the domestic utility companies involved in these lawsuits.

NOTE 2. RATE AND REGULATORY MATTERS

Electric Industry Restructuring and the Continued Application of SFAS 71

Previous developments and information related to electric industry restructuring are presented in Note 2 to the domestic utility companies and System Energy financial statements in the Form 10-K.

Texas (Entergy Gulf States)

See Note 2 to the domestic utility companies and System Energy financial statements in the Form 10-K for a discussion of the status of retail open access in Entergy Gulf States' Texas service territory and Entergy Gulf States' independent organization request. On March 15, 2004, the PUCT issued a preliminary order in Entergy Gulf States' independence proceeding in which the PUCT determined, among other things, that the ultimate question in the proceeding is whether Entergy Gulf States' proposed independent organization, Entergy Transmission Organization, is sufficiently independent of any producer or seller of electricity that its decisions will not be unduly influenced by any producer or seller. After a hearing held in June 2004 on the merits, in July 2004 the PUCT denied Entergy's application to certify Entergy's transmission organization as an independent organization under Texas law. In its order, the PUCT also ordered: the cessation of efforts to develop an interim solution for retail open access in Entergy Gulf States' Texas service territory, termination of the pilot project in that territory, and a delay in retail open access in that territory until either a FERC-approved RTO is in place or some other independent transmission entity is certified under Texas law. Several parties filed motions for rehearing on the termination of the pilot program aspect of the order, claiming the issue was not properly a part of the proceeding. The PUCT denied the motions for rehearing in September 2004.

In view of the PUCT order to delay retail open access in the Texas service territory, Entergy Gulf States filed a retail electric rate case and fuel reconciliation proceeding with the PUCT in August 2004 seeking the following:

• approval of a base rate increase of $42.6 million annually for the Texas retail jurisdiction;
• approval to implement a $14.1 million per year rider to recover, over a 15-year period, $110.9 million of incurred costs related to its efforts to transition to a competitive retail market in accordance with the Texas restructuring law;
• proposed $11.3 million franchise fee rider to recover payments to municipalities charging such fees; and
• a requested return on equity of 11.5%.

In addition, Entergy Gulf States' fuel reconciliation filing made in conjunction with the base rate case seeks to reconcile approximately $288 million in fuel and purchased power costs incurred during the period September 2003 through March 2004. The PUCT requested that the parties submit briefs addressing threshold issues related to whether Entergy Gulf States has the right to file a base rate case and what relief is available, if the PUCT were to determine that Entergy Gulf States' base rates are subject to the rate freeze imposed in December 2001 in connection with the market readiness docket initiated by the PUCT Staff. The PUCT considered these issues in September 2004. In October 2004, the PUCT issued a written order in which it dismissed the rate case indicating that Entergy Gulf States is still subject to a rate freeze based on an agreement in 2001 stipulating that a rate freeze would remain in effect until retail open access commenced in Entergy Gulf States' service territory. Entergy Gulf States intends to file a motion for rehearing and intends to pursue other available remedies.

Deferred Fuel Costs

(Entergy Arkansas)

In March 2004, Entergy Arkansas filed with the APSC its energy cost recovery rider for the period April 2004 through March 2005. The filed energy cost rate, which accounts for 12 percent of a typical residential customer's bill using 1,000 kWh per month, increased 16 percent due primarily to the elimination of a credit contained in the prior year's rate to refund previously over-recovered fuel costs. Also included in this year's energy cost calculation is a decrease in rates of $3.9 million as a result of the operation of a revised energy allocation method between the retail and wholesale sectors resulting from the approval of a life-of-resources power purchase agreement with Entergy New Orleans.

(Entergy Gulf States)

In September 2004, Entergy Gulf States filed an application with the PUCT to implement a $27. 8 million interim fuel surcharge, including interest, to collect under-recovered fuel and purchased power expenses incurred from September 2003 through July 2004. Entergy Gulf States proposes to collect the surcharge over a six-month period beginning January 2005. Hearings are expected to occur in November 2004. Amounts collected though the interim fuel surcharge are subject to final reconciliation in a future fuel reconciliation proceeding.

In March 2004, Entergy Gulf States filed with the PUCT a fuel reconciliation case covering the period September 2000 through August 2003. Entergy Gulf States is reconciling $1.43 billion of fuel and purchased power costs on a Texas retail basis. The reconciliation includes $8.6 million of under-recovered costs that Entergy Gulf States is asking to roll into its fuel over/under-recovery balance to be addressed in the next appropriate fuel proceeding. This case involves imputed capacity and River Bend payment issues similar to those decided adversely in the January 2001 proceeding, discussed below, which is now on appeal. The PUCT Staff has quantified these issues at $11.2 million. Hearings occurred in October 2004 and a final PUCT decision is expected in the first quarter of 2005.

See Note 2 to the domestic utility and System Energy financial statements in the Form 10-K for a discussion of Entergy Gulf States' January 2001 fuel reconciliation case filed with the PUCT covering the period from March 1999 through August 2000 and subsequent proceedings at Travis County District Court and the Third District Court of Appeals. Entergy Gulf States appealed to the Court of Appeals the disallowance of approximately $4.2 million related to imputed capacity costs and the disallowance related to costs for energy delivered from the 30% non-regulated share of River Bend. Oral argument before the appellate court occurred in September 2004.

(Entergy Louisiana)

As discussed in Note 2 to the domestic utility companies and System Energy financial statements in the Form 10-K, in August 2000, the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Louisiana pursuant to a November 1997 LPSC general order. The time period that is the subject of the audit is January 1, 2000 through December 31, 2001. In September 2003, the LPSC staff issued its audit report and recommended a disallowance with regard to one item. The issue relates to the alleged failure to uprate Waterford 3 in a timely manner, a claim that also has been raised in the summer 2001, 2002, and 2003 purchased power proceedings. The LPSC staff has quantified the possible disallowance as between $7.6 and $14 million. Entergy Louisiana notified the LPSC that it will contest the recommendation. The procedural schedule in the case has been suspended. A status conference for the purpose of establishing a new procedural schedule wi ll be set when the current hearings in the Power Purchase Agreement proceedings at the FERC are concluded. The FERC hearings in that matter are expected to conclude in November 2004.

Retail Rate Proceedings

Filings with the PUCT and Texas Cities (Entergy Gulf States)

Recovery of River Bend Costs

See Note 2 to the domestic utility companies and System Energy financial statements in the Form 10-K for a discussion of the March 1998 PUCT disallowance of recovery of River Bend plant costs that had been held in abeyance since 1988, and subsequent proceedings at Travis County District Court and the Third District Court of Appeals that affirmed the PUCT disallowance. In September 2004, the Texas Supreme Court denied Entergy Gulf States' petition for review, and Entergy Gulf States filed a motion for rehearing. In October 2004, the Texas Supreme Court requested that the other parties file responses to Entergy Gulf States' motion, and the matter is pending.

Filings with the LPSC

Annual Earnings Reviews (Entergy Gulf States)

See Note 2 to the domestic utility companies and System Energy financial statements in the Form 10-K for a discussion of Entergy Gulf States' ninth and last required post-merger analysis filed with the LPSC in May 2002. In the LPSC staff's December 2003 testimony, the staff recommended an annual rate refund of approximately $30 million effective June 2002, and a prospective rate reduction of approximately $50 million. Hearings concluded in May 2004.

Proposed Settlement (Entergy Gulf States and Entergy Louisiana)

In June 2004, Entergy Gulf States and Entergy Louisiana filed a proposed settlement with the LPSC that would resolve, among other dockets, Entergy Gulf States' ninth post-merger analysis and dockets established to consider issues concerning the companies' power purchases for the summers of 2001, 2002, and 2003. The proposed settlement included an offer to refund approximately $64 million to Entergy Gulf States' Louisiana customers and $1 million to Entergy Louisiana's customers, with no change in either company's current base rates.  The settlement also proposed a formula rate plan for Entergy Gulf States' Louisiana operations. At its September 2004 Business and Executive Session, the LPSC consolidated various dockets that were the subject of proposed settlement. The LPSC directed its staff to preside over settlement discussions and to submit any proposed settlement to the LPSC for its consideration.

Retail Rates

(Entergy Gulf States)

In July 2004, Entergy Gulf States filed with the LPSC an application for a change in its rates and charges seeking an increase of $9.1 million in gas base rates in order to allow Entergy Gulf States an opportunity to earn a fair and reasonable rate of return. Entergy Gulf States is also seeking approval of certain proposed rate design, rate schedule, and policy changes. A procedural schedule has not been established.

(Entergy Louisiana)

See Note 2 to the domestic utility companies and System Energy financial statements in the Form 10-K for Entergy Louisiana's rate filing with the LPSC requesting a base rate increase. In August 2004, the LPSC Staff filed testimony in which it recommended a $19.5 million rate increase for Entergy Louisiana, assuming that the Perryville acquisition is approved in time for the Perryville costs to be included in rates set in this proceeding. Additional issues and updates that will be evaluated in connection with this proceeding are likely to result in revisions to the LPSC Staff's recommendation.  These issues may reduce the amount of the recommended rate increase or cause it to become a recommendation for a rate decrease.Hearings are currently set for December 2004.

Filings with the City Council (Entergy New Orleans)

Formula Rate Plan Filings

In conformance with the City Council's May 2003 resolution discussed in Note 2 to the domestic utility companies and System Energy financial statements in the Form 10-K, in April 2004, Entergy New Orleans made filings with the City Council as required by the earnings review process prescribed by the Gas and Electric Formula Rate Plans approved by the City Council in 2003. The filing showed an increase in Entergy New Orleans' electric revenues of $1.15 million and an increase in Entergy New Orleans' gas revenues of $32,000 is warranted. The Council Advisors and intervenors reviewed the filings, and filed their recommendations in July 2004. In August 2004, in accordance with the City Council's requirements for the formula rate plans, Entergy New Orleans made a filing with the City Council reflecting the parties' concurrence that no change in Entergy New Orleans' electric or gas rates is warranted. Later in August 2004, the City Council approved an unopposed settlement among Entergy New Orleans, the Council Advisors, and the intervenors in connection with the Gas and Electric Formula Rate Plans. In accordance with the resolution approving the settlement agreement, Entergy New Orleans' gas and electric base rates remain unchanged from levels set in May 2003. The resolution ordered Entergy New Orleans to defer $3.86 million relating to voluntary severance plan costs allocated to its electric operations and $0.99 million allocated to its gas operations, which amounts were accrued on its books in 2003, and to record on its book s regulatory assets in those amounts to be amortized over five years effective January 2004. Entergy New Orleans also was ordered to defer $5.96 million of fossil plant maintenance expense incurred in 2003 and to record on its books a regulatory asset in that amount to be amortized over a five-year period effective January 2003.

Fuel Adjustment Clause Litigation

See "Fuel Adjustment Clause Litigation" in Note 2 to the domestic utility companies and System Energy financial statements in the Form 10-K for a discussion of the complaint filed by a group of ratepayers in state court in Orleans Parish and with the City Council regarding certain costs passed on to ratepayers in Entergy New Orleans' fuel adjustment filings with the City Council. In February 2004, the City Council approved a resolution that results in a refund to customers of $11.3 million, including interest, during the months of June through September 2004. The resolution concludes, among other things, that the record does not support an allegation that Entergy New Orleans' actions or inactions, either alone or in concert with Entergy or any of its affiliates, constituted a misrepresentation or a suppression of the truth made in order to obtain an unjust advantage of Entergy New Orleans, or to cause loss, inconvenience or harm to its ratepayers. Management believes that it has adequately provided for the liability associated with this proceeding. The plaintiffs have appealed the City Council resolution to the state court in Orleans Parish. Oral argument on the plaintiffs' appeal is scheduled for February 2005. In addition, in March 2004, the plaintiffs supplemented and amended the class action petition that had been filed in state court in April 1999. This proceeding has been stayed pending resolution of plaintiffs' appeal in the proceeding commenced with the City Council.

NOTE 3. LINES OF CREDIT, RELATED SHORT-TERM BORROWINGS, AND LONG-TERM DEBT

The short-term borrowings of the domestic utility companies and System Energy are limited to amounts authorized by the SEC. The current limits authorized are effective through November 30, 2004. In addition to borrowing from commercial banks, the domestic utility companies and System Energy are authorized to borrow from the Entergy System Money Pool (money pool). The money pool is an inter-company borrowing arrangement designed to reduce the domestic utility companies' dependence on external short-term borrowings. Borrowings from the money pool and external borrowings combined may not exceed the SEC authorized limits. In August 2004, Entergy filed with the SEC to extend the authorization period for the current short-term borrowing limits and the money pool borrowing arrangement. The following are the combined short-term borrowings from the money pool and external borrowings, and the SEC-authorized limits for short-term borrowings for the domestic utility companies and System Energy as of September 30, 2004:

	Authorized	Borrowings
	(In Millions)
Entergy Arkansas	$235	-
Entergy Gulf States	$340	$100.7
Entergy Louisiana	$225	-
Entergy Mississippi	$160	-
Entergy New Orleans	$100	$2.1
System Energy	$140	-

Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans each have separate short-term credit facilities available as follows:

Company	Expiration Date	Amount of Facility	Amount Drawn as of September 30, 2004
Entergy Arkansas	April 2005	$85 million	$85 million
Entergy Louisiana	April 2005	$15 million	-
Entergy Mississippi	May 2005	$25 million	$25 million
Entergy New Orleans	April 2005	$14 million	-

The combined amount borrowed by Entergy Louisiana and Entergy New Orleans under these facilities at any one time cannot exceed $15 million. The facilities have variable interest rates and the average commitment fee is 0.15%.

The following long-term debt has been issued by the domestic utility companies and System Energy in 2004:

	Issue Date	Amount
		(In Thousands)
Mortgage Bonds and Other Long-Term Debt:
Entergy Arkansas
Issuance after balance sheet date:
6.38% Series due November 2034	October 2004	$60,000
Entergy Gulf States
Issuance after balance sheet date:
4.875% Series due November 2011	October 2004	$200,000
Entergy Louisiana
5.50% Series due April 2019	March 2004	$100,000
Issuances after balance sheet date:
6.40% Series due October 2034	October 2004	$70,000
5.09% Series due November 2014	October 2004	$115,000
Entergy Mississippi
6.25% Series due April 2034	April 2004	$100,000
4.65% Series due May 2011	April 2004	$80,000
4.60% Series due April 2022	September 2004	$16,030
Entergy New Orleans
5.60% Series due September 2024	August 2004	$35,000
5.65% Series due September 2029	August 2004	$40,000

The following long-term debt has been retired by the domestic utility companies and System Energy in 2004:

	Retirement Date	Amount
		(In Thousands)
Mortgage Bonds and Other Long-Term Debt :
Entergy Gulf States
8.25% Series due April 2004	April 2004	$292,000
Entergy Louisiana
Waterford 3 Lease Obligation payment	N/A	$14,809
Entergy Mississippi
6.20% Series due May 2004	May 2004	$75,000
6.45% Series due April 2008	May 2004	$80,000
7.70% Series due July 2023	May 2004	$60,000
Retirements after balance sheet date:
7.0% Series due April 2022	October 2004	$7,935
7.0% Series due April 2022	October 2004	$8,095
Entergy New Orleans
8.0% Series due March 2023	September 2004	$45,000
7.55% Series due September 2023	September 2004	$30,000
System Energy
Grand Gulf Lease Obligation payment	N/A	$6,348

In September 2004, Entergy Gulf States purchased its $62 million of 5.65% Series West Feliciana Parish bonds from the holders, pursuant to a mandatory tender provision, and has not remarketed the bonds at this time. Entergy Gulf States used a combination of cash on hand and short-term borrowings to buy-in the bonds.

In October 2004, Entergy Arkansas issued $60 million of 6.38% Series First Mortgage Bonds due November 1, 2034. In November 2004, Entergy Arkansas plans to use the proceeds to redeem the $61.9 million of 8.5% Series Junior Subordinated Deferrable Interest Debentures due 2045.

In October 2004, Entergy Gulf States issued $200 million of 4.875% Series of First Mortgage Bonds due November 1, 2011. Entergy Gulf States plans to use the proceeds to redeem, prior to maturity, $200 million of 5.2% Series of First Mortgage Bonds due December 3, 2007.

In October 2004, Entergy Louisiana issued $70 million of 6.40% Series of First Mortgage Bonds due October 1, 2034. In November 2004, Entergy Louisiana plans to use the proceeds to redeem $72.2 million of 9.0% Series Junior Subordinated Deferrable Interest Debentures due 2045.

In October 2004, Entergy Louisiana issued $115 million of 5.09% Series of First Mortgage Bonds due November 1, 2014. Entergy Louisiana plans to use the proceeds to redeem, prior to maturity, $115 million of 6.5% Series of First Mortgage Bonds due March 1, 2008.

Audit of Entergy Louisiana Governmental Bond 7.0% Series due 2022 (Entergy Louisiana)

The $24 million of 7.0% Series Governmental Bonds due 2022 listed in the Form 10-K were issued by St. Charles Parish, Louisiana in 1992 (the "Bonds"). The Bonds were issued to finance previously unfinanced costs of the acquisition by Entergy Louisiana of certain solid waste disposal facilities at Waterford 3. In November 2000, the Internal Revenue Service (IRS), as part of its ongoing enforcement program, notified St. Charles Parish that an audit of the Bonds had been initiated. In January 2002, the IRS notified St. Charles Parish of a preliminary adverse determination that interest on the Bonds is not excludable from gross income under the Internal Revenue Code of 1986, as amended. The stated basis for this determination was that, because the waste that the facilities disposed of was radioactive, it did not constitute "solid waste" within the meaning of the Internal Revenue Code and therefore the facilities did not qualify as solid waste disposal facilities within the mea ning of that provision. In October 2004, the IRS notified St. Charles Parish that the IRS Office of Chief Counsel had issued a "technical advice" that concurred with the preliminary adverse determination. St. Charles Parish and Entergy Louisiana continue to contest this matter before the IRS.

NOTE 4. RETIREMENT AND OTHER POSTRETIREMENT BENEFITS

Components of Net Pension Cost

The domestic utility companies' and System Energy's pension cost/(income), including amounts capitalized, for the third quarters of 2004 and 2003, included the following components:

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2004	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Service cost - benefits earned
during the period	$2,945	$2,405	$1,747	$900	$391	$836
Interest cost on projected
benefit obligation	8,962	7,117	5,444	2,978	1,116	1,296
Expected return on assets	(9,249)	(9,941)	(6,949)	(3,681)	(491)	(1,148)
Amortization of transition asset	-	-	-	-	-	(79)
Amortization of prior service cost	416	378	163	128	57	17
Amortization of loss	933	(204)	231	123	272	238
Net pension cost/(income)	$4,007	($245)	$636	$448	$1,345	$1,160

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2003	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Service cost - benefits earned
during the period	$2,730	$1,719	$1,377	$567	$360	$693
Interest cost on projected
benefit obligation	8,265	6,036	4,449	1,914	918	996
Expected return on assets	(10,506)	(9,228)	(6,771)	(2,724)	(681)	(942)
Amortization of transition asset	-	-	-	-	-	(81)
Amortization of prior service cost	462	417	162	102	60	21
Net pension cost/(income)	$951	($1,056)	($783)	($141)	$657	$687

The domestic utility companies' and System Energy's pension cost/(income), including amounts capitalized, for the nine months ended September 30, 2004 and 2003, included the following components:

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2004	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Service cost - benefits earned
during the period	$8,871	$7,275	$5,187	$2,800	$1,241	$2,506
Interest cost on projected
benefit obligation	26,194	21,335	15,806	8,760	3,198	3,760
Expected return on assets	(27,783)	(29,763)	(20,681)	(11,065)	(2,043)	(3,236)
Amortization of transition asset	-	-	-	-	-	(239)
Amortization of prior service cost	1,250	1,308	541	410	171	53
Amortization of loss	2,565	470	607	537	480	542
Net pension cost	$11,097	$625	$1,460	$1,442	$3,047	$3,386

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2003	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Service cost - benefits earned
during the period	$7,426	$6,113	$4,521	$2,665	$1,100	$2,021
Interest cost on projected
benefit obligation	22,481	21,468	14,607	9,018	2,804	2,906
Expected return on assets	(28,576)	(32,824)	(22,233)	(12,830)	(2,079)	(2,746)
Amortization of transition asset	-	-	-	-	-	(237)
Amortization of prior service cost	1,256	1,487	534	482	180	59
Net pension cost/(income)	$2,587	($3,756)	($2,571)	($665)	$2,005	$2,003

Components of Net Other Postretirement Benefit Cost

The domestic utility companies' and System Energy's other postretirement benefit cost, including amounts capitalized, for the third quarters of 2004 and 2003, included the following components:

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2004	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Service cost - benefits earned
during the period	$965	$1,333	$592	$303	$166	$347
Interest cost on APBO	2,518	2,763	1,660	806	801	358
Expected return on assets	(1,553)	(1,248)	-	(639)	(565)	(340)
Amortization of transition obligation	266	1,147	301	108	530	3
Amortization of prior service cost	8	-	24	4	9	(90)
Amortization of loss	985	404	502	375	131	89
Net other postretirement benefit cost	$3,189	$4,399	$3,079	$957	$1,072	$367

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2003	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Service cost - benefits earned
during the period	$1,923	$1,491	$1,104	$528	$324	$471
Interest cost on APBO	2,718	2,775	1,788	885	891	363
Expected return on assets	(1,158)	(1,098)	-	(522)	(492)	(258)
Amortization of transition obligation	987	1,452	744	375	669	54
Amortization of prior service cost	63	69	36	21	24	6
Amortization of loss	858	255	342	300	105	99
Net other postretirement benefit cost	$5,391	$4,944	$4,014	$1,587	$1,521	$735

The domestic utility companies' and System Energy's other postretirement benefit cost, including amounts capitalized, for the nine months ended September 30, 2004 and 2003, included the following components:

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2004	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Service cost - benefits earned
during the period	$3,424	$4,277	$1,925	$1,024	$548	$1,076
Interest cost on APBO	7,745	8,575	5,004	2,387	2,438	1,117
Expected return on assets	(4,684)	(3,739)	-	(1,923)	(1,689)	(966)
Amortization of transition obligation	743	3,442	901	319	1,588	10
Amortization of prior service cost	71	-	80	30	29	(265)
Amortization of loss	3,170	1,567	1,522	1,072	387	320
Net other postretirement benefit cost	$10,469	$14,122	$9,432	$2,909	$3,301	$1,292

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2003	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Service cost - benefits earned
during the period	$5,203	$4,123	$3,026	$1,458	$858	$1,309
Interest cost on APBO	8,058	8,209	5,258	2,625	2,667	1,065
Expected return on assets	(3,542)	(3,314)	-	(1,622)	(1,518)	(802)
Amortization of transition obligation	2,963	4,356	2,232	1,125	2,007	162
Amortization of prior service cost	187	207	108	63	70	18
Amortization of loss	2,122	593	812	748	247	231
Net other postretirement benefit cost	$14,991	$14,174	$11,436	$4,397	$4,331	$1,983

Employer Contributions

In April 2004, the President signed the Pension Funding Equity Act of 2004 into law, which reduced Entergy's estimated 2004 required pension contribution. The domestic utility companies and System Energy expect to contribute the following to pension plans in 2004:

	Entergy	Entergy	Entergy	Entergy	Entergy	System
	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Expected 2004 pension contributions
disclosed in Form 10-K	$5,342	$37	$8,630	$2,989	$4,678	$5,369
Revised expected 2004 pension
contributions	$5,342	$17	$3,907	$1,823	$2,118	$3,742
Contributions made in the nine months   ended September 30, 2004	$5,342	$17	$3,907	$1,823	$2,118	$3,742

Medicare Prescription Drug, Improvement and Modernization Act of 2003 (Medicare Act)

As disclosed in Note 11 to the domestic utility companies and System Energy's financial statements in the Form 10-K, Entergy elected to record an estimate of the effects of the Medicare Act in December 2003. In August 2004, the Centers for Medicare and Medicaid Services issued proposed regulations to implement the new Medicare law. Based on actuarial analysis at September 30, 2004, the estimated effect of future Medicare subsidies reduced the January 1, 2004 Accumulated Postretirement Benefit Obligation (APBO), third quarter 2004 other postretirement benefit cost, and nine months ended September 30, 2004 other postretirement benefit cost for the domestic utility companies and System Energy as follows:

	Entergy	Entergy	Entergy	Entergy	Entergy	System
	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Reduction in 1/1/2004 APBO	($28,824)	($25,603)	($16,194)	($9,888)	($8,035)	($3,811)
Reduction in third quarter 2004
other postretirement benefit cost	($1,249)	($1,101)	($688)	($414)	($312)	($204)
Reduction in nine months ended   September 30, 2004 other   postretirement benefit cost	($2,524)	($2,476)	($1,525)	($820)	($717)	($418)

__________________________________

In the opinion of the management of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy, the accompanying unaudited financial statements contain all adjustments (consisting primarily of normal recurring accruals and reclassification of previously reported amounts to conform to current classifications) necessary for a fair statement of the results for the interim periods presented. The business of the domestic utility companies and System Energy is subject to seasonal fluctuations, however, with the peak periods occurring during the third quarter. The results for the interim periods presented should not be used as a basis for estimating results of operations for a full year.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of September 30, 2004, evaluations were performed under the supervision and with the participation of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy Resources (individually "Registrant" and collectively the "Registrants") management, including their respective Chief Executive Officers (CEO) and Chief Financial Officers (CFO). The evaluations assessed the effectiveness of the Registrants' disclosure controls and procedures. Based on the evaluations, each CEO and CFO has concluded that, as to the Registrant or Registrants for which they serve as CEO or CFO, the Registrants' disclosure controls and procedures are effective to ensure that information required to be disclosed by each Registrant in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in Internal Control Over Financial Reporting

In management's evaluation of the Registrants' disclosure controls and procedures, management identified the following initiative as a change that is reasonably likely to affect the Registrants' internal control over financial reporting. Over the last two years, Entergy has been working on an initiative to streamline financial processes, automate and enhance internal controls, and implement or update the systems that support these processes.  During the first quarter 2004, the first phase of this effort was completed, the primary focus of which was an upgrade of the existing financial information systems, data warehouse, and financial reporting tools, as well as an update of Entergy's chart of accounts. The implemented product suite includes additional controls and edits that are applied to transactions at the point of entry. Entergy implemented the second phase of this project during the third quarter 2004, which resulted in new tools for managing intercompany cost allocation processes and the modification of transaction systems which interface to Entergy's financial systems to incorporate the updated chart of accounts.  These changes embed additional automated controls into Entergy's systems and processes. This completes the work contemplated for 2004. Entergy has implemented a moratorium on changes to information technology components during the fourth quarter 2004, other than emergency repairs.

ENTERGY CORPORATION AND SUBSIDIARIES

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See "PART I, Item 1, Litigation" in the Form 10-K for a discussion of legal proceedings affecting Entergy. Following are updates to that discussion.

Entergy New Orleans Rate of Return Lawsuit (Entergy Corporation and Entergy New Orleans)

See "PART I, Item 1, Entergy New Orleans Rate of Return Lawsuit" in the Form 10-K for a discussion of the motion filed by the City Council Advisors to bifurcate the hearing for the motions filed by the plaintiffs. In April 2004, the City Council adopted a resolution granting the Advisors' motion to bifurcate and a hearing is set in April 2005 on the merits of the issue of the proper effect to be given to the 1922 Ordinance in setting lawful rates.

Texas Power Price Lawsuit (Entergy Corporation, Entergy Arkansas and Entergy Gulf States)

See "Part I, Item 1, Texas Power Price Lawsuit" in the Form 10-K for a discussion of the litigation pending in state court in Chambers County, Texas by Texas residents on behalf of a purported class apparently of the Texas retail customers of Entergy Gulf States who were billed and paid for electric power from January 1, 1994 to the present. Originally Entergy Gulf States was not a named defendant but was alleged to be a co-conspirator. The court has granted the request of Entergy Gulf States to intervene in the suit to protect its interests. In addition, the Entergy defendants have filed a motion seeking to have the court dismiss all claims due to lack of subject matter jurisdiction. A hearing was held on October 5, 2004.

Murphy Oil Lawsuit (Entergy Corporation)

See "Part I, Item 1, Murphy Oil Lawsuit" in the Form 10-K for a discussion of the litigation commenced by residents located near the Murphy Oil Refinery in Meraux, Louisiana in which Murphy Oil filed a cross-claim against Entergy Louisiana seeking recovery of any damages Murphy Oil has paid to the plaintiffs. Claiborne P. Deming, who is a director of Entergy Corporation, is the President and Chief Executive Officer of Murphy Oil. Murphy Oil and other defendants settled with the plaintiffs for $8.8 million, but Entergy Louisiana did not participate in the settlement. After trial for the remaining parties in the proceeding, the judge issued a decision finding Entergy Louisiana 40% responsible and awarding monetary damages, which total approximately $11 million with interest against Entergy Louisiana. Entergy Louisiana intends to appeal the judgment. Entergy Louisiana has insurance in place for claims of this type, and management does not expect a material adverse financial effect from this decision.

Fiber Optic Cable Litigation (Entergy Corporation, Entergy Gulf States, Entergy Louisiana, and Entergy Mississippi)

See "PART I, Item 1, Fiber Optic Cable Litigation" in the Form 10-K for a discussion of the litigation pending in the United States District Court in Beaumont, Texas pertaining to the alleged installment by defendants of fiber optic cable across plaintiffs' property without obtaining appropriate easements. In April 2004, the court entered an order denying the plaintiffs' request for class certification. The plaintiffs have appealed this decision to the U.S. Fifth Circuit Court of Appeals.

With respect to the lawsuit against Entergy Louisiana, Entergy Services, ETHC and Entergy Technology Company pending in state court in St. James Parish, Louisiana purportedly on behalf of all property owners in Louisiana who have conveyed easements to the defendants, the state district judge has entered an order certifying a class. Entergy is seeking appellate review of this order.

Several property owners filed a lawsuit in August 2004 against Entergy Mississippi in state court in Montgomery County, Mississippi alleging that Entergy Mississippi installed fiber optic cable across their properties without obtaining appropriate easements. The plaintiffs seek actual damages for the use of the land, a share of the profits made through use of the fiber optic cables, and $20 million in punitive damages. In addition, in August 2004, a separate lawsuit containing allegations similar to the lawsuit pending in Montgomery County, Mississippi was filed by several property owners in state court in Leflore County, Mississippi. The plaintiffs seek actual damages for the use of the land, a share of the profits made through use of the fiber optic cables, and an unspecified amount of punitive damages.

Michoud Plant Wildlife Inspection (Entergy New Orleans)

In March 2004, agents of the United States Fish and Wildlife Service conducted an inspection of Entergy New Orleans' Michoud power plant and found a number of dead brown pelicans near the facility's water intake structure and fish-return trough. Brown pelicans are an endangered species in Louisiana. The United States Attorney's Office for the Eastern District of Louisiana (Attorney's Office) issued a grand jury subpoena to an Entergy New Orleans employee in May 2004 to give evidence regarding the cause of death of the pelicans. The Attorney's Office then agreed to meet with Entergy New Orleans rather than requiring the employee to testify. As a result of that meeting, Entergy New Orleans conducted an internal investigation of the matter and submitted a report to the Attorney's Office in August 2004. Entergy New Orleans also constructed an engineered walkway and cover over the intake structure and feeding trough to eliminate pelican access to the area. Entergy New Orleans continues neg otiations with the Attorney's Office regarding final resolution of this matter.

Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds

Issuer Purchases of Equity Securities (1)

Period	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of a Publicly Announced Plan	Maximum $ Amount of Shares that May Yet to be Purchased Under the Plan
7/01/2004-7/31/2004	-	-	-	-
8/01/2004-8/31/2004	-	-	-	-
9/01/2004-9/30/2004	2,382,000	$60.87	1,541,732	$1,406,154,773
Total	2,382,000	$60.87	1,541,732	$1,406,154,773

(1) In accordance with Entergy's stock option plans, Entergy periodically grants stock options to its employees, which may be exercised to obtain shares of Entergy's common stock. According to the plans, these shares can be newly issued shares, treasury stock, or shares purchased on the open market. See Note 8 to the consolidated financial statements in the Form 10-K for additional discussion of the stock option plans. Entergy's management has been authorized to repurchase on the open market shares up to an amount sufficient to fund the exercise of grants under the plans, and this authorization does not have an expiration date. In August 2004, Entergy announced a program under which Entergy Corporation will repurchase up to $1.5 billion of its common stock. The program extends through the end of 2006. This repurchase program is incremental to the existing authority to repurchase shares to fund the exercise of employee stock options. The amount of repurchases under the progr am may vary as a result of material changes in business results or capital spending, or as a result of material new investment opportunities.

Item 5. Other Information

Property and Other Generation Resources

See "PART I, Item 1, Generating Stations" in the Form 10-K for discussion of the agreement that Entergy Louisiana signed in January 2004 to acquire the Perryville power plant from a subsidiary of Cleco Corporation. As reported in the Form 10-K, the plant's owner is in Chapter 11 bankruptcy proceedings. In April 2004, the bankruptcy court approved Entergy Louisiana's agreement to acquire the plant. In March 2004, Entergy Gulf States and Entergy Louisiana filed with the LPSC for its approval of the acquisition and long-term cost-of-service power purchase agreement, and hearings were scheduled for November 2004, but the procedural schedule has been suspended. Entergy has proposed a new hearing date in the first quarter 2005. In October 2004, Entergy Louisiana signed an amendment to the acquisition agreement to remove certain interconnection facilities and address some other matters. None of these amendments changed the terms of the acquisition materially. The FERC issu ed an order in October 2004 disclaiming jurisdiction over the acquisition. Assuming regulatory approvals, Entergy Louisiana expects the Perryville acquisition to close in mid-2005.

In April 2004, the APSC issued an order directing Entergy Arkansas to show cause why Entergy Arkansas should not have to indemnify and hold its customers harmless from any adverse financial effects related to Entergy Louisiana's pending acquisition of the Perryville power plant, or show that the Perryville unit will produce economic benefits for Entergy Arkansas' customers. Entergy Arkansas filed a response in May 2004 stating that Entergy will seek to reverse the production cost-related portions of the ALJ's Initial Decision in the System Agreement proceeding at FERC, that the Perryville acquisition is part of Entergy's request for proposal generation planning process, that Entergy Arkansas is not in a position to indemnify its retail customers from actions taken by FERC, and that the Perryville acquisition is expected to reduce the domestic utility companies' overall production costs. A procedural schedule has not been established in the APSC investigation.

Also see "PART I, Item 1, Generating Stations" in the Form 10-K for discussion of the affiliate purchase transactions that resulted from Entergy's requests for proposals for supply-side resources. In the proceeding at the FERC to review the justness and reasonableness of the affiliate agreements, in March 2004 the FERC staff filed testimony that claims Entergy conveyed undue preference to its affiliates in the bidding process. Hearings in the proceeding commenced in June 2004 and are ongoing.

Wholesale Rate Matters

See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends" in this report for updates of the information contained in " PART I, Item 1, Wholesale Rate Matters" regarding the System Agreement, Transmission, FERC's Supply Margin Assessment, and Interconnection Orders.

FERC Reviews of Transmission

In August 2002, the FERC initiated audits and reviews of Entergy's compliance with Order Nos. 888 and 889 and its open access transmission tariff, and in March 2004 a separate audit was initiated concerning Entergy's administration of the Generator Operating Limits ("GOL") processes.  Entergy has responded to numerous FERC data requests and the FERC staff members have interviewed several employees.  The FERC staff has provided Entergy with preliminary draft reports of their findings and recommendations on the issues that they have been examining. The GOL draft audit report identifies and alleges certain input and modeling errors in the implementation of the GOL process (which was replaced in April 2004) and preliminarily recommends, among other things, that Entergy employ an independent third party to conduct certain transmission access modeling. Entergy believes that these recommendations are based on a number of inaccuracies and has and will continue to prov ide comments on the various findings and the recommendations.  Separately, the FERC investigation staff has provided to Entergy its preliminary findings in a non-public draft report identifying certain areas of concern related to Entergy's compliance with certain provisions of its open access transmission tariff, including the time it took for Entergy to process requests to interconnect generating facilities to Entergy's transmission system and the processing of system impact studies related to the granting of transmission service. Entergy has submitted a comprehensive response to the specific concerns identified by the investigation staff but, at this point, believes that it has complied with the provisions of its open access transmission tariff, including the interconnection and system impact study provisions. These draft reports are not final reports; they may be modified by the FERC staff based on Entergy's responses or otherwise.  In addition, Entergy has the ability to appeal the f inal reports to the full FERC.

FERC Review of Certain Wholesale Transactions

The FERC is currently reviewing certain wholesale sales and purchases involving EPMC that occurred during the 1998-2001 time period. EPMC was an Entergy subsidiary engaged in non-regulated wholesale marketing and trading activities prior to the formation of Entergy-Koch. Entergy is working with the FERC investigation staff to provide information regarding these transactions.

Regulation of the Nuclear Power Industry

Under the Nuclear Waste Policy Act of 1982, the DOE is required, for a specified fee, to construct storage facilities for, and to dispose of, all spent nuclear fuel and other high-level radioactive waste generated by domestic nuclear power reactors. See "PART I, Item 1, Nuclear Waste Policy Act of 1982," for further discussion of this Act. The fees payable to the DOE may be adjusted in the future to assure full recovery of the DOE's costs, and Entergy cannot state with certainty that the fees will not be increased in the future.

The permanent spent fuel repository in the U.S. has been legislated to be Yucca Mountain, Nevada. DOE will now proceed with the licensing and, if the license is granted by the NRC and if Congress appropriates adequate funds to DOE to complete the project, eventual construction of the repository will begin and receipt of spent fuel may begin as early as approximately 2010, according to the DOE. Considerable uncertainty remains regarding the time frame under which the DOE will begin to accept spent fuel from Entergy's facilities for storage or disposal, and could be several years after 2015. Additional uncertainty was added on July 9, 2004, when the U.S. Court of Appeals vacated a portion of the EPA nuclear waste disposal standard regarding the required compliance period for the repository. It is not known what impact this will have on the Yucca Mountain schedule, but further delays are possible as the EPA and NRC work to reestablish a standard. As a result of the delays in establishing a permanent repository, future expenditures will be required to increase spent fuel storage capacity at Entergy's nuclear plant sites.

Environmental Regulation

See "PART I, Item 1, Clean Air Act and Subsequent Amendments, Ozone Non-attainment" in the Form 10-K for information related to Louisiana and Texas emission control strategies to address continued ozone non-attainment status of areas in and around Houston-Galveston, Texas; Beaumont-Port Arthur, Texas; and Baton Rouge, Louisiana. The EPA has now reclassified the Beaumont-Port-Arthur area from "moderate" to "serious" and has reclassified the Baton Rouge area from "serious" to "severe". These actions require that Texas and Louisiana revise their respective plans to restrict the emission of certain air pollutants and to make progress toward eventual attainment of national standards. The Louisiana plan revisions were due in June 2004; however, because of legal and environmental regulatory disputes over a requirement for reformulated gasoline in the Baton Rouge area unrelated to Entergy's interests in the state implementation plan, the State has chosen to delay the submi ttal.  The Texas plan revisions must be submitted in April 2005. The content or effect of these developing plans is not fully known, but Entergy Gulf States continues to monitor events in these areas. If new NOx control equipment is required to be installed, the cost could be as much as $1.6 million for the facilities in Louisiana in 2004 and early 2005. Information recently published by the State of Texas in support of the state implementation plan indicates that new NOx control equipment will not be required at Entergy Gulf States' Texas facilities.

In April 2004, the EPA issued a final rule, effective June 15, 2005, stating that areas designated as non-attainment under a new "8-hour ozone standard" shall have one year to adjust to the new requirements. For Louisiana, the Baton Rouge area is to be classified as a marginal non-attainment area under the new standard with an attainment date of June 2007. For Texas, the Beaumont-Port Arthur area was designated as a marginal non-attainment area under the new standard with an attainment date of June 2007 and the Houston-Galveston area was designated as moderate non-attainment under the new standard with an attainment date of June 2010. Entergy continues to monitor these regulatory activities and to plan for necessary future action at its facilities.

See "PART I, Item 1, Clean Water Act, 316(b) Cooling Water Intake Structures" in the Form 10-K for information related to the draft permit issued by the New York State Department of Environmental Conservation (NYDEC) indicating that closed cycle cooling would be considered the "best technology available" for minimizing perceived adverse environmental impacts attributable to the intake and discharge of cooling water at large existing power plants. Entergy is currently in various stages of the discharge permitting process at two sites and has adopted a strategy for Pilgrim and Indian Point as a result of recent developments. Pilgrim expects to request from the EPA the full 3-1/2 year schedule for compliance demonstration as is outlined in the new 316(b) rule and will also pursue appropriate supplementation of the existing record regarding perceived impacts, options and costs. Indian Point is involved in an administrative permi tting process with the New York environmental authority for renewal of the Indian Point 2 and 3 discharge permits. In November 2003, NYDEC issued a draft permit indicating that closed cycle cooling would be considered the "best technology available" for minimizing perceived adverse environmental impacts attributable to the intake and discharge of cooling water at Indian Point 2 and 3. The draft permit would require Entergy to take certain steps to assess the feasibility of retrofitting the site to install cooling towers before re-licensing Indian Point 2 and 3, whose current licenses with the NRC expire in 2013 and 2015. The draft permit could also require, upon its becoming effective, the facilities to take an annual 42 unit-day outage and provide a payment into a NYDEC account until the start of cooling tower construction. Entergy is participating in the administrative process in order to have the draft permit modified prior to final issuance, and opposes any requirement to install cooling towers or be gin annual forced outages at Indian Point 2 and 3. The EPA finalized new 316(b) regulations in July 2004. Entergy Corporation, other industry members and industry groups, environmental groups, and a coalition of northeastern and mid-Atlantic states have challenged various aspects of the rule. This challenge currently is lodged in the United States Court of Appeals for the Ninth Circuit in San Francisco, although a motion to transfer the case to the Second Circuit in New York City has been filed. Entergy will continue to participate in and monitor this proceeding.

Earnings Ratios (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

The domestic utility companies and System Energy have calculated ratios of earnings to fixed charges and ratios of earnings to combined fixed charges and preferred dividends pursuant to Item 503 of Regulation S-K of the SEC as follows:

	Ratios of Earnings to Fixed Charges
	Twelve Months Ended
	December 31,					September 30,
	1999	2000	2001	2002	2003	2004
Entergy Arkansas	2.08	3.01	3.29	2.79	3.17	3.04
Entergy Gulf States	2.18	2.60	2.36	2.49	1.51	2.59
Entergy Louisiana	3.48	3.33	2.76	3.14	3.93	3.32
Entergy Mississippi	2.44	2.33	2.14	2.48	3.06	3.03
Entergy New Orleans	3.00	2.66	(b)	(c)	1.73	2.83
System Energy	1.90	2.41	2.12	3.25	3.66	3.76

	Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
	Twelve Months Ended
	December 31,					September 30,
	1999	2000	2001	2002	2003	2004
Entergy Arkansas	1.80	2.70	2.99	2.53	2.79	2.66
Entergy Gulf States (a)	1.86	2.39	2.21	2.40	1.45	2.48
Entergy Louisiana	3.09	2.93	2.51	2.86	3.46	2.91
Entergy Mississippi	2.18	2.09	1.96	2.27	2.77	2.73
Entergy New Orleans	2.74	2.43	(b)	(c)	1.59	2.51

(a)	"Preferred Dividends" in the case of Entergy Gulf States also include dividends on preference stock for the twelve months ended December 31, 1999, which was redeemed in July 2000.
(b)	Earnings for the twelve months ended December 31, 2001, for Entergy New Orleans were not adequate to cover fixed charges and combined fixed charges and preferred dividends by $6.6 million and $9.5 million, respectively.
(c)	Earnings for the twelve months ended December 31, 2002, for Entergy New Orleans were not adequate to cover fixed charges and combined fixed charges and preferred dividends by $0.7 million and $3.4 million, respectively.

Item 6. Exhibits

Exhibits*

	4(a) -	Twelfth Supplemental Indenture, dated as of August 1, 2004, to Entergy New Orleans' Mortgage and Deed of Trust, dated as of May 1, 1987.
	4(b) -	Thirteenth Supplemental Indenture, dated as of August 15, 2004, to Entergy New Orleans' Mortgage and Deed of Trust, dated as of May 1, 1987.
**	4(c) -	Twenty-fourth Supplemental Indenture, dated as of September 1, 2004, to Entergy Mississippi's Mortgage and Deed of Trust, dated as of February 1, 1988 (filed as Exhibit A-3(c) to Rule 24 Certificate dated October 4, 2004 in File No. 70-10157).
**	4(d) -	Fifty-eighth Supplemental Indenture, dated as of October 1, 2004, to Entergy Louisiana's Mortgage and Deed of Trust, dated as of April 1, 1944 (filed as Exhibit A-3(b) to Rule 24 Certificate dated October 15, 2004 in File No. 70-10086).
	4(e) -	Sixty-second Supplemental Indenture, dated as of October 1, 2004, to Entergy Arkansas' Mortgage and Deed of Trust, dated as of October 1, 1944.
**	4(f) -	Fifty-ninth Supplemental Indenture, dated as of October 15, 2004, to Entergy Louisiana's Mortgage and Deed of Trust, dated as of April 1, 1944 (filed as Exhibit A-3(c) to Rule 24 Certificate dated October 26, 2004 in File No. 70-10086).
**	4(g) -	Sixty-seventh Supplemental Indenture, dated as of October 1, 2004, to Entergy Gulf States' Indenture of Mortgage, dated as of September 1, 1926 (filed as Exhibit A-3(i) to Rule 24 Certificate dated November 4, 2004 in File No. 70-10158).
	31(a) -	Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.
	31(b) -	Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.
	31(c) -	Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.
	31(d) -	Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States.
	31(e) -	Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States and Entergy Louisiana.
	31(f) -	Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.
	31(g) -	Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.
	31(h) -	Rule 13a-14(a)/15d-14(a) Certification for System Energy.
	31(i) -	Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans.
	31(j) -	Rule 13a-14(a)/15d-14(a) Certification for System Energy.
	32(a) -	Section 1350 Certification for Entergy Corporation.
	32(b) -	Section 1350 Certification for Entergy Corporation.
	32(c) -	Section 1350 Certification for Entergy Arkansas.
	32(d) -	Section 1350 Certification for Entergy Gulf States.
	32(e) -	Section 1350 Certification for Entergy Gulf States and Entergy Louisiana.
	32(f) -	Section 1350 Certification for Entergy Mississippi.
	32(g) -	Section 1350 Certification for Entergy New Orleans.
	32(h) -	Section 1350 Certification for System Energy.
	32(i) -	Section 1350 Certification for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans.
	32(j) -	Section 1350 Certification for System Energy.
	99(a) -	Entergy Arkansas' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.
	99(b) -	Entergy Gulf States' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.
	99(c) -	Entergy Louisiana's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.
	99(d) -	Entergy Mississippi's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.
	99(e) -	Entergy New Orleans' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.
	99(f) -	System Energy's Computation of Ratios of Earnings to Fixed Charges, as defined.

___________________________

Pursuant to Item 601(b)(4)(iii) of Regulation S-K, Entergy Corporation agrees to furnish to the Commission upon request any instrument with respect to long-term debt that is not registered or listed herein as an Exhibit because the total amount of securities authorized under such agreement does not exceed ten percent of the total assets of Entergy Corporation and its subsidiaries on a consolidated basis.

*	Reference is made to a duplicate list of exhibits being filed as a part of this report on Form 10-Q for the quarter ended September 30, 2004, which list, prepared in accordance with Item 102 of Regulation S-T of the SEC, immediately precedes the exhibits being filed with this report on Form 10-Q for the quarter ended September 30, 2004.
**	Incorporated herein by reference as indicated.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

ENTERGY CORPORATION
ENTERGY ARKANSAS, INC.
ENTERGY GULF STATES, INC.
ENTERGY LOUISIANA, INC.
ENTERGY MISSISSIPPI, INC.
ENTERGY NEW ORLEANS, INC.
SYSTEM ENERGY RESOURCES, INC.

/s/ Nathan E. Langston
Nathan E. Langston
Senior Vice President and Chief Accounting Officer
(For each Registrant and for each as
Principal Accounting Officer)

Date: November 5, 2004

EX-4

Exhibit 4(a)

ENTERGY NEW ORLEANS, INC.

to

THE BANK OF NEW YORK

(successor to Harris Trust Company of New York and Bank of Montreal Trust Company)

And

STEPHEN J. GIURLANDO

(successor to Mark F. McLaughlin and Z. George Klodnicki)

As Trustees under the Mortgage and Deed of Trust,

dated as of May 1, 1987 of Entergy New Orleans, Inc.

TWELFTH SUPPLEMENTAL INDENTURE

Providing among other things for

Insured Quarterly First Mortgage Bonds,

5.65% Series due September 1, 2029

(Sixteenth Series)

Dated as of August 1, 2004

TWELFTH SUPPLEMENTAL INDENTURE, dated as of August 1, 2004, between ENTERGY NEW ORLEANS, INC., a corporation of the State of Louisiana, whose post office address is 1600 Perdido Street, Building 505, New Orleans, Louisiana 70112 (the "Company") and THE BANK OF NEW YORK (successor to Harris Trust Company of New York and Bank of Montreal Trust Company), a New York banking corporation, whose principal corporate trust office is located at 101 Barclay Street, Floor 21 West, New York, New York 10286 and STEPHEN J. GIURLANDO (successor to Mark F. McLaughlin and Z. George Klodnicki), whose address is 63 Euclid Avenue, Massapequa, New York 11758, as trustees under the Mortgage and Deed of Trust, dated as of May 1, 1987, executed and delivered by the Company (herein called the "Original Indenture"; the Original Indenture and any and all indentures and instruments supplemental thereto being herein called the "Indenture");

WHEREAS, the Original Indenture has been duly recorded and filed as required in the State of Louisiana simultaneously with the recording and filing of the First Supplemental Indenture thereto, dated as of May 1, 1987, between the Company and BANK OF MONTREAL TRUST COMPANY (The Bank of New York, successor) and Z. GEORGE KLODNICKI (Stephen J. Giurlando, successor), as trustees (herein called the "First Supplemental Indenture"); and

WHEREAS, the Original Indenture was recorded in various Parishes in the State of Louisiana; and

WHEREAS, the Company executed and delivered to the Trustees (such term and all other defined terms used herein and not defined herein having the respective definitions to which reference is made in Article I below) its Second Supplemental Indenture, dated as of January 1, 1988, its Third Supplemental Indenture, dated as of March 1, 1993, its Fourth Supplemental Indenture, dated as of September 1, 1993, its Fifth Supplemental Indenture, dated as of April 1, 1995, its Sixth Supplemental Indenture, dated as of March 1, 1996, its Seventh Supplemental Indenture, dated as of July 1, 1998 (the "Seventh Supplemental Indenture"), its Eighth Supplemental Indenture, dated as of July 1, 2000, its Ninth Supplemental Indenture, dated as of February 1, 2001, its Tenth Supplemental Indenture, dated as of October 1, 2002, and its Eleventh Supplemental Indenture, dated as of July 1, 2003 (the "Eleventh Supplemental Indenture"), each as a supplement to the Original Indenture, which Supple mental Indentures have been duly recorded in various Parishes in the State of Louisiana, which Parishes are the same Parishes in which this Twelfth Supplemental Indenture is to be recorded; and

WHEREAS, pursuant to an Agreement and Plan of Merger dated as of March 18, 1999, Harris Trust Company of New York merged into Bank of Montreal Trust Company, Trustee under the Indenture, and effective July 1, 1999, the combined entity changed its name to Harris Trust Company of New York, and, by virtue of Section 9.03 of the Original Indenture, Harris Trust Company of New York became successor Trustee under the Indenture, without execution of any paper or the performance of any further act on the part of any other parties to the Indenture; and

WHEREAS, effective July 15, 2000, Harris Trust Company of New York and Mark F. McLaughlin resigned as Trustee and Co-Trustee, respectively, under the Indenture, and by the Eighth Supplemental Indenture, the Company appointed The Bank of New York and Stephen J. Giurlando as successor Trustee and successor Co-Trustee, respectively, effective July 15, 2000, and The Bank of New York and Stephen J. Giurlando accepted said respective appointments; and

WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Indenture, the following series of bonds:

Series	Principal Amount Issued	Principal Amount Outstanding
10.95% Series due May 1, 1997	$75,000,000	None
13.20% Series due February 1, 1991	1,400,000	None
13.60% Series due February 1, 1993	29,400,000	None
13.90% Series due February 1, 1995	9,200,000	None
7% Series due March 1, 2003	25,000,000	None
8% Series due March 1, 2023	45,000,000	$45,000,000
7.55% Series due September 1, 2023	30,000,000	30,000,000
8.67% Series due April 1, 2005	30,000,000	None
8% Series due March 1, 2006	40,000,000	None
7% Series due July 15, 2008	30,000,000	None
8.125% Series due July 15, 2005	30,000,000	30,000,000
6.65% Series due March 1, 2004	30,000,000	None
6.75% Series due October 15, 2017	25,000,000	25,000,000
3.875% Series due August 1, 2008	30,000,000	30,000,000
5.25% Series due August 1, 2013	70,000,000	70,000,000

; and

WHEREAS, Section 19.04 of the Original Indenture provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Indenture, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted, or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations, restrictions or provisions for the benefit of any one or more series of bonds issued thereunder, or the Company may establish the terms and provisions of any series of bonds by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to be recorded in all of the states in which any property at the time subject to the Lien of the Indenture shall be situated; and

WHEREAS, the Company desires to create a new series of bonds under the Indenture and to add to its covenants and agreements contained in the Indenture certain other covenants and agreements to be observed by it; and

WHEREAS, all things necessary to make this Twelfth Supplemental Indenture a valid, binding and legal instrument have been performed, and the issue of said series of bonds, subject to the terms of the Indenture, has been in all respects duly authorized;

NOW, THEREFORE, THIS TWELFTH SUPPLEMENTAL INDENTURE WITNESSETH: That ENTERGY NEW ORLEANS, INC., in consideration of the premises and of Ten Dollars ($10) to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in order to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Indenture, according to their tenor and effect and the performance of all provisions of the Indenture (including any modification made as in the Indenture provided) and of said bonds, hath granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over and confirmed and granted a security interest in, and by these presents doth grant, bargain, sell, release, convey, assign, transfer, mortgage, hypothecate, affect, pledge, set over and confirm and grant a security interest in (subject, however, to Excepted Encum brances as defined in Section 1.06 of the Original Indenture), unto STEPHEN J. GIURLANDO and (to the extent of its legal capacity to hold the same for the purpose hereof) to THE BANK OF NEW YORK, as Trustees under the Indenture, and to their successor or successors in said trust, and to said Trustees and their successors and assigns forever (1) all rights, legal and equitable, of the Company (whether in accordance with Paragraph 32 of that certain Resolution No. R-86-112, adopted by the Council of the City of New Orleans on March 20, 1986 and accepted by the Company on March 25, 1986, as superseded by Resolution No. R-91-157, effective October 4, 1991, or pursuant to other regulatory authorization or by operation of law or otherwise), in the event of the purchase and acquisition by the City of New Orleans (or any other governmental authority or instrumentality or designee thereof) of properties and assets of the Company, to recover and receive payment and compensation from the City (or from such other govern mental authority or instrumentality or designee thereof or any other person) of an amount equal to the aggregate uncollected balance of (A) the deferrals of Grand Gulf 1 Costs (as defined in the Original Indenture) and the deferred carrying charges accrued thereon that have accumulated prior to the City or such other entity providing official notice to the Company of the City's or such other entity's intent to effect such purchase and acquisition and (B) if and to the extent that the City or such other entity and the Company agree that the City or such other entity is liable for all or a portion of the aggregate uncollected balance of such deferrals accumulating thereafter or a court of final resort so holds, such deferrals that have accumulated subsequent to such notice (said rights of the Company, together with the proceeds and products thereof, being defined in the Original Indenture as the "Municipalization Interest"); and (2) all properties of the Company, real, personal and mixed, of the kind or nature described or mentioned in the Original Indenture; and (3) all properties of the Company specifically described in Article VI hereof and all other properties of the Company, real, personal and mixed, of the kind or nature specifically mentioned in the Original Indenture or of any other kind or nature acquired by the Company on or after the date of the execution and delivery of the Original Indenture (except any herein or in the Original Indenture, as heretofore supplemented, expressly excepted), now owned or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same, the scope and intent of the foregoing or of any general description contained herein or in the Original Indenture, as heretofore supplemented), all real estate, lands, easements, servitudes, li censes, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same; all power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, waterways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto; all telephone, radio and television systems, air-conditioning systems, and equipment incidental thereto, water wheels, water works, water systems, steam heat and hot water plants, substations, electric, gas and water lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof; all machi nery, engines, boilers, dynamos, turbines, electric, gas and other machines, prime movers, regulators, meters, transformers, generators (including, but not limited to, engine driven generators and turbogenerator units), motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, towers, overhead conductors and devices, underground conduits, underground conductors and devices, wires, cables, tools, implements, apparatus, storage battery equipment, and all other fixtures and presently; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith and (except as herein or in the Original Indenture, as heretofore supplemented, expressly excepted) all the rights, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property herein or in the Original Indenture, as heretofore supplemented, described.

TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 11.01 of the Original Indenture) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, rights and franchises and every part and parcel thereof.

IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 15.03 of the Original Indenture, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Original Indenture, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and as fully embraced within the Lien of the Original Indenture and the Lien hereof as if such property, rights and franchises were now owned by the Company and were specifically described herein and granted and conveyed hereby.

PROVIDED that, except as provided herein and in the Original Indenture with respect to the Municipalization Interest, the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder, nor is a security interest therein hereby or by the Original Indenture, as heretofore supplemented, granted or intended to be granted, and the same are hereby expressly excepted from the Lien of the Indenture and the operation of this Twelfth Supplemental Indenture, viz.: (1) cash, shares of stock, bonds, notes and other obligations and other securities not heretofore or hereafter specifically pledged, paid, deposited, delivered or held hereunder or covenanted so to be; (2) merchandise, equipment, apparatus, materials or supplies held for the purpose of sale or other disposition in the usual course of business or for the purpose of repairing or replacing (in whole or part) any rolling stock, buses, motor coaches, automobiles and other vehicles or aircraft or boats, ships, or other vessels and any fuel, oil and similar materials and supplies consumable in the operation of any of the properties of the Company; rolling stock, buses, motor coaches, automobiles and other vehicles and all aircraft; boats, ships and other vessels; all timber, minerals, mineral rights and royalties; (3) bills, notes and other instruments and accounts receivable, judgments, demands, general intangibles and chooses in action, and all contracts, leases and operating agreements not specifically pledged hereunder or under the Original Indenture or covenanted so to be; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the Lien of the Indenture; (5) electric energy, gas, water, steam, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; (6) an y natural gas wells or natural gas leases or natural gas transportation lines or other works or property used primarily and principally in the production of natural gas or its transportation, primarily for the purpose of sale to natural gas customers or to a natural gas distribution or pipeline company, up to the point of connection with any distribution system; and (7) the Company's franchise to be a corporation; provided, however, that the property and rights expressly excepted from the Lien and operation of the Indenture in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that either or both of the Trustees or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XII of the Original Indenture by reason of the occurrence of a Default.

TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed or in which a security interest has been granted by the Company as aforesaid, or intended so to be (subject, however, to Excepted Encumbrances as defined in Section 1.06 of the Original Indenture), unto STEPHEN J. GIURLANDO and (to the extent of its legal capacity to hold the same for the purposes hereof) to THE BANK OF NEW YORK, and their successors and assigns forever.

IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Original Indenture, as heretofore supplemented, this Twelfth Supplemental Indenture being supplemental thereto.

AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Original Indenture, as heretofore supplemented, shall affect and apply to the property hereinbefore and hereinafter described and conveyed and to the estate, rights, obligations and duties of the Company and the Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors as Trustees of said property in the same manner and with the same effect as if said property had been owned by the Company at the time of the execution of the Original Indenture and had been specifically and at length described in and conveyed to said Trustees by the Original Indenture as a part of the property therein stated to be conveyed.

The Company further covenants and agrees to and with the Trustees and their successor or successors in said trust under the Indenture, as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

1. Terms From the Original Indenture and First through Eleventh Supplemental Indentures. Except as set forth in Section 1.02 below, all defined terms used in this Twelfth Supplemental Indenture and not otherwise defined herein shall have the respective meanings ascribed to them in the Original Indenture or the First through the Eleventh Supplemental Indentures, as the case may be.
2. Certain Defined Terms. As used in this Twelfth Supplemental Indenture, the following defined terms shall have the respective meanings specified unless the context clearly requires otherwise:

   The term "Beneficial Owner" shall have the meaning specified in Section 2.02(e).

   The term "Bonds of the Sixteenth Series" shall have the meaning specified in Section 2.01.

   The term "Business Day" shall mean any day other than a Saturday or a Sunday or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or a day on which the Corporate Trust Office of the Trustee is closed for business.

   The term "Financial Guaranty" shall have the meaning specified in Section 2.02(d).

   The term "Fiscal Agent" shall have the meaning specified in Section 5.04(a).

   The term "Insurance Agreement" shall have the meaning specified in Section 2.02(d).

   The term "Insurance Event" shall have the meaning specified in Section 2.02(d).

   The term "Participants" shall have the meaning specified in Section 2.02(e).

   The term "Representative" shall have the meaning specified in Section 2.02(e).

   The term "Surety Bond" shall mean the Surety Bond issued by Financial Guaranty that guarantees the payment of principal of and interest on the Bonds of the Sixteenth Series.

3. References are to Twelfth Supplemental Indenture. Unless the context otherwise requires, all references herein to "Articles", "Sections" and other subdivisions refer to the corresponding Articles, Sections and other subdivisions of this Twelfth Supplemental Indenture, and the words "herein", "hereof", "hereby", "hereunder" and words of similar import refer to this Twelfth Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision hereof or to the Original Indenture or any other supplemental indenture thereto.
4. Number and Gender. Unless the context otherwise requires, defined terms in the singular include the plural, and in the plural include the singular. The use of a word of any gender shall include all genders.

ARTICLE II

THE SIXTEENTH SERIES

1. Bonds of the Sixteenth Series. Pursuant to Section 2.01 of the Original Indenture, there shall be a series of bonds designated 5.65% Series due September 1, 2029 (herein sometimes referred to as the "Sixteenth Series"), each of which shall also bear the descriptive title "Insured Quarterly First Mortgage Bond". The form of Bonds of the Sixteenth Series shall be substantially in the form of Exhibit A hereto. Bonds of the Sixteenth Series (which shall be issued in the aggregate principal amount of $40,000,000) shall mature on September 1, 2029 and shall be issued only as fully registered bonds in denominations of One Thousand Dollars and, at the option of the Company, in any multiple or multiples thereof (the exercise of such option to be evidenced by the execution and delivery thereof). Bonds of the Sixteenth Series shall bear interest at the rate of five and sixty-five one hundredths percent (5.65%) per annum (except as hereinafter provided), payable quar terly on March 1, June 1, September 1 and December 1 of each year, and at maturity or earlier redemption, the first interest payment to be made on December 1, 2004 for the period from the date of original issuance of the Bonds of the Sixteenth Series to December 1, 2004; the principal and interest on each said bond to be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, payable in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts. Interest on Bonds of the Sixteenth Series may at the option of the Company be paid by check mailed to the registered owners thereof. Overdue principal and (to the extent permitted by law) overdue interest in respect of Bonds of the Sixteenth Series shall bear interest (before and after judgment) at the rate of six and sixty-five one hundredths percent (6.65%) per annum. Interest on the Bonds of the Sixteenth Series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on Bonds of the Sixteenth Series in respect of a portion of a month shall be calculated based on the actual number of days elapsed. In any case where any interest payment date, redemption date or maturity of any Bond of the Sixteenth Series shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding interest payment date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amounts so payable for the period from and after such interest payment date, redemption date or maturity, as the case may be, to such Business Day.

   The Company reserves the right to establish at any time, by Resolution of the Board of Directors of the Company, a form of coupon bond, and of appurtenant coupons, for the Sixteenth Series and to provide for exchangeability of such coupon bonds with the bonds of said Series issued hereunder in fully registered form and to make all appropriate provisions for such purpose.

2. Redemption of Bonds of the Sixteenth Series. (a) Bonds of the Sixteenth Series shall not be redeemable at the option of the Company prior to September 1, 2009. Bonds of the Sixteenth Series shall be redeemable, at the option of the Company, in whole or in part, at any time on or after September 1, 2009, upon notice mailed to each registered owner at his last address appearing on the registry books not less than 30 days nor more than 60 days prior to the date fixed for redemption, at a redemption price equal to 100% of the principal amount of such Bonds of the Sixteenth Series being redeemed plus accrued and unpaid interest thereon to the redemption date; provided, however, that in the event that the taking, sale, transfer or other conveyance described in Section 2.02(c) hereof shall have occurred, during the period commencing on the occurrence of such event and ending on the day following the date that the Bonds of the Sixteenth Series are redeemable pursuant to Section 2.02(c) hereof, the redemption price for the redemption of the Bonds of the Sixteenth Series pursuant to this Section 2.02(a) shall be 101% of the principal amount of the Bonds of the Sixteenth Series being redeemed plus accrued and unpaid interest thereon to the redemption date.

(b) Bonds of the Sixteenth Series shall also be redeemable, at the option of the holders thereof, as provided in Section 3.04 of the First Supplemental Indenture, as heretofore and hereby amended.

(c) Bonds of the Sixteenth Series shall also be redeemable as follows:

Should all or substantially all of the Mortgaged and Pledged Property be taken by the City of New Orleans or any instrumentality or designee thereof by the exercise of the power of eminent domain or taken by the exercise by the City of New Orleans or any instrumentality or designee thereof of the right to purchase or otherwise acquire the same, or should such Mortgaged and Pledged Property be voluntarily sold, transferred or otherwise conveyed to the City of New Orleans or such instrumentality or designee thereof, then, in any such event, the Company shall, upon the consummation of such taking, sale, transfer or other conveyance (in any case whether or not the Lien of the Indenture is released with respect to such Mortgaged and Pledged Property), immediately request the Trustee to take, and upon receipt of such request the Trustee shall take, all requisite action to prepare (in consultation with the Company) and to mail written notice thereof to each registered holder of any Outstanding Bo nd of the Sixteenth Series, at his last address appearing upon the registry books, such notice (hereinafter referred to in this Section 2.02(c) as the "Trustee's Special Notice"), to state that it is given pursuant to this Section 2.02(c) of this Twelfth Supplemental Indenture and that the holder of any Bond or Bonds of the Sixteenth Series then Outstanding shall have the right to require the Company to redeem such Bond or Bonds of the Sixteenth Series, in whole or in part, on the terms and subject to the conditions hereinafter in this Section 2.02(c) set forth.

Upon the mailing of the Trustee's Special Notice, the holder of any Bonds of the Sixteenth Series then Outstanding may, within forty-five (45) days from the date of the Trustee's Special Notice, give the Trustee written notice of such holder's intent to have his Bond or Bonds of the Sixteenth Series redeemed by the Company on the sixtieth (60^th) day following the date of the Trustee's Special Notice, upon delivery and surrender of such Bond or Bonds of the Sixteenth Series accompanied by such documentation as the Trustee or the Company may require. Unless on or prior to the forty-fifth (45^th) day following the date of the Trustee's Special Notice, such holder shall have, by further written notice to the Trustee, withdrawn or revoked such written notice of intent to have his Bond or Bonds of the Sixteenth Series so redeemed, the Company shall, on the sixtieth (60^th) day following the date of the Trustee's Special Notice, redeem any such Bond or Bonds of the Sixteenth Series that are properly delivered and surrendered for that purpose at the special redemption price of 101% of the principal amount thereof plus accrued and unpaid interest thereon to the redemption date.

(d) The Company shall redeem the Bonds of the Sixteenth Series, in whole but not in part, prior to maturity, but in no event earlier than September 1, 2009, upon notice mailed to each registered owner at his last address appearing on the registry books not less than 30 days nor more than 60 days prior to the date fixed for redemption, at a redemption price equal to 100% of the principal amount of such Bonds of the Sixteenth Series, plus accrued and unpaid interest thereon to the redemption date, pursuant to Section 4.02 of the Insurance Agreement dated as of August 17, 2004 ("Insurance Agreement") between the Company and Financial Guaranty Insurance Company, a New York stock insurance company, or any successor thereto ("Financial Guaranty"), if, and only if, (i) the Company shall fail to pay to Financial Guaranty any amount payable under Section 2.01 of the Insurance Agreement and such failure shall have continued for a period in excess of fifteen (15) days after receipt by the Company of written notice from Financial Guaranty thereof and the Trustee has received written notification from Financial Guaranty of such failure or (ii) the Company shall fail to comply with the provisions of Section 4.01 of the Insurance Agreement and such failure shall have continued for a period in excess of thirty (30) days after receipt by the Company of written notice from Financial Guaranty thereof and the Trustee has received written notification from Financial Guaranty of such failure (each of (i) and (ii), individually, an "Insurance Event") and, in each case, Financial Guaranty has not waived the Insurance Event. Subject to the notice to holders provisions provided in this Section 2.02(d), the Company shall redeem Bonds of the Sixteenth Series pursuant to the prior sentence as follows: (x) on September 1, 2009 if the Insurance Event specified in clause (ii) above occurs on or prior to July 3, 2009, or (y) if the Insurance Event specified in clause (i) or (ii) abo ve occurs on or after July 4, 2009, within 60 days of the occurrence of such Insurance Event, but in no event earlier than September 1, 2009.

(e) Unless the Bonds of the Sixteenth Series have been declared due and payable prior to their maturity by reason of a default under the Indenture, or have been previously redeemed or otherwise repaid, the Representative of a deceased Beneficial Owner has the right, on or after March 2, 2005, to request redemption prior to stated maturity of all or part of his interest in the Bonds of the Sixteenth Series, and the Company will be obligated to redeem such Bonds of the Sixteenth Series. However, during the period from March 2, 2005 through and including March 1, 2006 (the "initial period"), and during any twelve-month period that ends on and includes each March 1 thereafter (and during the period March 2, 2029 to and including August 31, 2029) (each of which, a "subsequent period"), the Company shall not be obligated to redeem (i) on behalf of a deceased Beneficial Owner any interest in Bonds of the Sixteenth Series which exceeds $25,000 principal amount or (ii) interests in Bonds of the Sixteenth Series exceeding $400,000 in aggregate principal amount. A request for redemption may be initiated by the Representative of a deceased Beneficial Owner at any time and in any principal amount, provided that the principal amount is in an integral multiple of $1,000.

The Company may, at its option, redeem interests of any deceased Beneficial Owner in the Bonds of the Sixteenth Series in the initial period or any subsequent period in excess of the $25,000 limitation. Any such redemption, to the extent that it exceeds the $25,000 limitation for any deceased Beneficial Owner, shall not be included in the computation of the $400,000 aggregate limitation for the Bonds of the Sixteenth Series for the initial period or the applicable subsequent period, as the case may be, or for any succeeding subsequent period. The Company may, at its option, redeem interests of deceased Beneficial Owners in the Bonds of the Sixteenth Series, in the initial period or any subsequent period in an aggregate principal amount exceeding the $400,000 aggregate limitation. Any such redemption, to the extent it exceeds the $400,000 aggregate limitation, shall not reduce the aggregate limitation for any subsequent period. Upon any determination by the Company to redeem Bonds o f the Sixteenth Series in excess of the $25,000 limitation or the $400,000 aggregate limitation, such Bonds of the Sixteenth Series will be redeemed in the order of the receipt of redemption requests by the Trustee.

A request for redemption of an interest in the Bonds of the Sixteenth Series may be initiated by the personal representative or other person authorized to represent the estate of the deceased Beneficial Owner or by a surviving joint tenant(s) or tenant(s) by the entirety or the trustee of a trust (each, a "Representative"). The Representative shall deliver a request to the Participant (hereinafter defined) through whom the deceased Beneficial Owner owned such interest, in form satisfactory to the Participant, together with evidence of the death of the Beneficial Owner, evidence of the authority of the Representative satisfactory to the Participant, such waivers, notices or certificates as may be required under applicable state or federal law and such other evidence of the right to such redemption as the Participant shall require. The request shall specify the principal amount of the interest in the Bonds of the Sixteenth Series to be redeemed. Subject to the rules and arra ngements applicable to the depository, the Participant will then deliver to the depository, which in this case initially will be The Depository Trust Company, a request for redemption substantially in the form attached as Exhibit B to this Twelfth Supplemental Indenture. The Trustee shall maintain records with respect to redemption requests received by it, including the date of receipt, the name of the Participant filing the redemption request and the status of each redemption request with respect to the $25,000 limitation and the $400,000 aggregate limitation. The Trustee will immediately file with the Company each redemption request it receives, together with the information regarding the eligibility of the redemption request with respect to the $25,000 limitation and the $400,000 aggregate limitation. The Company, the depository, and the Trustee:

• may conclusively assume, without independent investigation, that the statements contained in each redemption request are true and correct; and
• shall have no responsibility:

for reviewing any documents submitted to the Participant by the Representative or for determining whether the applicable decedent is in fact the Beneficial Owner of the interest in the Bonds of the Sixteenth Series to be redeemed or is in fact deceased; and

for determining whether the Representative is duly authorized to request redemption on behalf of the applicable Beneficial Owner.

Subject to the $25,000 limitation and the $400,000 aggregate limitation, the Company will, after the death of any Beneficial Owner, redeem the interest of such Beneficial Owner in the Bonds of the Sixteenth Series on the next interest payment date occurring not less than 30 days following the Company's receipt of a redemption request from the Trustee. If redemption requests exceed the aggregate principal amount of interests in Bonds of the Sixteenth Series required to be redeemed during the initial period or during any subsequent period, then excess redemption requests will be applied, in the order received by the Trustee, to successive subsequent periods, regardless of the number of subsequent periods required to redeem such interests, unless maturity occurs first. The Company may at any time notify the Trustee that it will redeem, on the next interest payment date occurring not less than 30 days thereafter, all or any lesser amount of Bonds of the Sixteenth Series for which redempt ion requests have been received but that are not then eligible for redemption by reason of the $25,000 limitation or the $400,000 aggregate limitation. Such Bonds of the Sixteenth Series will be redeemed in the order of receipt of redemption requests by the Trustee.

The Company will pay 100% of the principal amount plus any unpaid interest accrued to (but excluding) the redemption date for the Bonds of the Sixteenth Series it redeems pursuant to a redemption request of a Representative of a deceased Beneficial Owner. Subject to arrangements with the depository, payment for interests in the bonds to be redeemed shall be made to the depository in the aggregate principal amount specified in the redemption requests submitted to the Trustee by the depository that are to be fulfilled in connection with such payment upon presentation of the Bonds of the Sixteenth Series to the Trustee for redemption. The principal amount of any Bonds of the Sixteenth Series acquired or redeemed by the Company other than by redemption at the option of any Representative of a deceased Beneficial Owner under the procedures described in this Section 2.02(e) shall not be included in the computation of either the $25,000 limitation or the $400,000 aggregate limitation for the initial period or for any subsequent period.

For purposes of this Section 2.02(e), a "Beneficial Owner" means the person who has the right to sell, transfer or otherwise dispose of an interest in a Bond of the Sixteenth Series and the right to receive the proceeds therefrom, as well as the interest and principal payable to the holder thereof. In general, a determination of beneficial ownership in the Bonds of the Sixteenth Series will be subject to the rules, regulations and procedures governing the depository and institutions that have accounts with the depository or a nominee thereof ("Participants").

An interest in a Bond of the Sixteenth Series held in tenancy by the entirety, joint tenancy or by tenants in common will be deemed to be held by a single Beneficial Owner and the death of a tenant by the entirety, joint tenant or tenant in common will be deemed the death of a Beneficial Owner. The death of a person who, during his lifetime, was entitled to substantially all of the rights of a Beneficial Owner of an interest in the Bonds of the Sixteenth Series will be deemed the death of the Beneficial Owner, regardless of the recordation of such interest on the records of the Participant, if such rights can be established to the satisfaction of the Participant. Such interests shall be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act, community property or other similar joint ownership arrangements, including individual retirement accounts or Keogh [H.R. 10] plans maintained solely by or for the decedent or by or for the decedent and any spouse, and trust and certain other arrangements where the decedent has the right to receive all or a portion of the income and such person has substantially all of the rights of a Beneficial Owner during such person's lifetime.

In the case of a redemption request which is presented on behalf of a deceased Beneficial Owner and that has not been fulfilled at the time the Company gives notice of its election to redeem the Bonds of the Sixteenth Series, the Bonds of the Sixteenth Series that are the subject of such pending redemption request shall be redeemed prior to any other Bonds of the Sixteenth Series.

Any redemption request may be withdrawn by the person(s) presenting such request upon delivery of a written request for withdrawal given by the Participant on behalf of such person to the depository and by the depository to the Trustee not less than 60 days prior to the interest payment date on which such Bonds of the Sixteenth Series are eligible for redemption.

The Company may, at its option, purchase any Bonds of the Sixteenth Series for which redemption requests have been received in lieu of redeeming such bonds. Any Bonds of the Sixteenth Series so purchased by the Company shall either be reoffered for sale and sold within 180 days after the date of purchase or presented to the Trustee for redemption and cancellation.

During any time in which the Bonds of the Sixteenth Series are not represented by a global security and are issued in definitive form:

• all references in this Section 2.02(e) to Participants and the depository, including the depository's governing rules, regulations and procedures shall be deemed deleted;

• all determinations that the Participants are required to make as described in this Section 2.02(e) shall be made by the Company (including, without limitation, determining whether the applicable decedent is in fact the Beneficial Owner of the interest in the Bonds of the Sixteenth Series to be redeemed or is in fact deceased and whether the Representative is duly authorized to request redemption on behalf of the applicable Beneficial Owner); and

• all redemption requests, to be effective, must

• be delivered by the Representative to the Trustee, with a copy to the Company;

• be in the form of a redemption request substantially in the form attached as Exhibit B (with appropriate changes to reflect the fact that such redemption request is being executed by a Representative); and

• be accompanied by the Bond of the Sixteenth Series that is the subject of the redemption request, in addition to all documents that are otherwise required to accompany a redemption request.

Section 2.03. Certain Rights of Financial Guaranty. To the extent permitted by law and so long as Financial Guaranty is in compliance with its obligations under its Surety Bond (Policy No. 04010507):

(a) Notwithstanding any other provision of the Indenture, Financial Guaranty shall be entitled to control and direct the enforcement of all rights and remedies with respect to the Bonds of the Sixteenth Series (including but not limited to any right to accelerate the Bonds of the Sixteenth Series), except for the rights described in Section 2.02(e) hereof, upon the occurrence and continuation of an event of default under the Indenture to the same extent as if it were the holder of the Bonds of the Sixteenth Series. In determining whether a payment default has occurred or whether a payment on the Bonds of the Sixteenth Series has been made, no effect shall be given to payments made by Financial Guaranty under the Surety Bond.

(b) No amendment, supplement or change to, or other modification of, the Indenture, requiring the consent of the holders of the Bonds of the Sixteenth Series, shall be effective without the prior written consent of Financial Guaranty. Any rating agency rating the Bonds of the Sixteenth Series shall receive notice of each amendment and a copy thereof at least 15 days in advance of its execution or adoption. Financial Guaranty shall be provided with a full transcript of all proceedings relating to the execution of any such amendment or supplement.

Section 2.04 Additional Provisions Relating to Defaults. So long as any Bonds of the Sixteenth Series remain outstanding, (a) Financial Guaranty shall receive immediate notice of any payment default and notice of any other default known to the Trustee or the Company within 30 days of the Trustee's or the Company's knowledge thereof; (b) Financial Guaranty shall be included as a party in interest and as a party entitled to (i) notify the Company, the Trustee, or any applicable receiver of the occurrence of a default and (ii) request the Trustee or any such receiver to intervene in judicial proceedings that affect the Bonds of the Sixteenth Series or the security therefor; and (c) any acceleration of the Bonds of the Sixteenth Series or any annulment thereof shall be subject to the prior written consent of Financial Guaranty (if it has not failed to comply with its obligations under the Surety Bond). The Trustee or such receiver shall be required to accept notice of default f rom Financial Guaranty.

Section 2.05 Transfer and Exchange. At the option of the registered owner, any Bonds of the Sixteenth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

Bonds of the Sixteenth Series shall be transferable, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York.

Upon any such exchange or transfer of Bonds of the Sixteenth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 2.05 of the Original Indenture, but the Company hereby waives any right to make a charge in addition thereto for any such exchange or transfer of Bonds of the Sixteenth Series.

Section 2.06. Dating of Bonds and Interest Payments. (a) Each Bond of the Sixteenth Series shall be dated as of the date of authentication and shall bear interest from the last preceding interest payment date to which interest shall have been paid (unless the date of such bond is an interest payment date to which interest is paid, in which case from the date of such bond); provided that each Bond of the Sixteenth Series dated prior to December 1, 2004 shall bear interest from the date of original issuance thereof; and provided, further, that if any Bond of the Sixteenth Series shall be authenticated and delivered upon a transfer of, or in exchange for or in lieu of, any other Bond or Bonds of the Sixteenth Series upon which interest is in default, it shall be dated so that such bond shall bear interest from the last preceding date to which interest shall have been paid on the bond or bonds in respect of which such bond shall have been delivered or from its date of original issua nce, if no interest shall have been paid on the Bonds of the Sixteenth Series.

(b) Notwithstanding the foregoing, Bonds of the Sixteenth Series shall be dated so that the person in whose name any Bond of the Sixteenth Series is registered at the close of business on the Business Day immediately preceding an interest payment date shall be entitled to receive the interest payable on the interest payment date notwithstanding the cancellation of such bond upon any transfer or exchange thereof subsequent to such close of business and prior to such interest payment date, except if, and to the extent that, the Company shall default in the payment of interest due on such interest payment date, in which case such defaulted interest shall be paid to the persons in whose names Outstanding Bonds of the Sixteenth Series are registered at the close of business on the Business Day immediately preceding the date of payment of such defaulted interest. Any Bond of the Sixteenth Series issued upon any transfer or exchange subsequent to such close of business and prior to such intere st payment date shall bear interest from such interest payment date. In the event there shall be more than one registered owner of Bonds of the Sixteenth Series, then the Company shall not be required to make transfers or exchanges of bonds of said series for a period of fifteen (15) days next preceding any interest payment date of said series.

3. OTHER PROVISIONS FOR RETIREMENT OF BONDS

   Section 3.01.  Exchange or Redemption upon Merger or Consolidation. The second sentence of subsection (a) of Section 3.04 of the First Supplemental Indenture, as amended and restated by the Seventh Supplemental Indenture, and as subsequently amended, is hereby further amended to insert the following words immediately after the words "the Twelfth Supplemental Indenture":

   ", shall (as to the New LP&L Bonds being exchanged for the Bonds of the Sixteenth Series) be subject to redemption at the option of the Company on terms similar to those provided in the Twelfth Supplemental Indenture,"

   Section 3.02 Redemption Price upon Merger or Consolidation. The redemption price for any Bonds of the Sixteenth Series redeemed pursuant to subsection (b) of Section 3.04 of the First Supplemental Indenture, as amended and restated by the Seventh Supplemental Indenture, and as subsequently amended, shall be equal to the principal amount of the Bonds of the Sixteenth Series to be redeemed, plus accrued and unpaid interest thereon to the redemption date.

4. COVENANTS

   1. Maintenance of Paying Agency. So long as any bonds of the Sixteenth Series are Outstanding, the Company covenants that the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, where the principal of or interest on any bonds of the Sixteenth Series shall be payable, shall also be an office or agency where any such bonds may be transferred or exchanged and where notices, presentations or demands to or upon the Company in respect of such bonds or in respect of the Indenture may be given or made.
   2. Further Assurances. From time to time whenever reasonably requested by the Trustee or the holders of a majority in principal amount of bonds of the Sixteenth Series then Outstanding, the Company will make, execute and deliver or cause to be made, executed and delivered any and all such further and other instruments and assurances as may be reasonably necessary or proper to carry out the intention of or to facilitate the performance of the terms of the Indenture or to secure the rights and remedies of the holders of such bonds.
   3. Limitation on Restricted Payments. (a) So long as any bonds of the Sixteenth Series are Outstanding, the Company covenants that it will not declare any dividends on its common stock (other than (1) a dividend payable solely in shares of its common stock or (2) a dividend payable in cash in cases where, concurrently with the payment of such dividend, an amount in cash equal to such dividend is received by the Company as a capital contribution or as the proceeds of the issue and sale of shares of its common stock) or make any distribution on outstanding shares of its common stock or purchase or otherwise acquire for value any outstanding shares of its common stock (otherwise than in exchange for or out of the proceeds from the sale of other shares of its common stock) unless after such dividend, distribution, purchase or acquisition, the aggregate amount of such dividends, distributions, purchases and acquisitions paid or made subsequent to July 31, 2004 (other than any dividend declared by the Company on or before July 31, 2004) does not exceed (without giving effect to (1) any such dividends, distributions, purchases or acquisitions or (2) any net transfers from earned surplus to stated capital accounts) the sum of (A) the aggregate amount credited subsequent to July 31, 2004, to earned surplus, (B) $150,000,000 and (C) such additional amounts as shall be authorized or approved, upon application by the Company and, after notice, by the SEC under the Holding Company Act.

   For the purpose of this Section 4.03, the aggregate amount credited subsequent to July 31, 2004, to earned surplus shall be determined in accordance with applicable generally accepted accounting principles and practices (or, if in the opinion of the Company's independent public accountants (delivered to the Trustee) there is an absence of any such generally accepted accounting principles and practices as to the determination in question, then in accordance with sound accounting practices) and after making provision for dividends upon any preferred stock of the Company accumulated subsequent to such date, and in addition there shall be deducted from earned surplus all amounts (without duplication) of losses, write-offs, write-downs or amortization of property, whether extraordinary or otherwise, recorded in and applicable to a period or periods subsequent to July 31, 2004.

5. MISCELLANEOUS PROVISIONS

   1. Acceptance of Trusts. The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Original Indenture, as heretofore supplemented, set forth and upon the following terms and conditions:

      The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Twelfth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are solely made by the Company. In general, each and every term and condition contained in Article XVI of the Original Indenture shall apply to and form part of this Twelfth Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Twelfth Supplemental Indenture.

   2. Effect of Twelfth Supplemental Indenture under Louisiana Law. It is the intention and it is hereby agreed that so far as concerns that portion of the Mortgaged and Pledged Property situated within the State of Louisiana, the general language of conveyance contained in this Twelfth Supplemental Indenture is intended and shall be construed as words of hypothecation and not of conveyance, and that so far as the said Louisiana property is concerned, this Twelfth Supplemental Indenture shall be considered as an act of mortgage and pledge and granting of a security interest under the laws of the State of Louisiana, and the Trustees herein named are named as mortgagee and pledge and secured parties in trust for the benefit of themselves and of all present and future holders of bonds issued under the Indenture and any coupons thereto issued hereunder, and are irrevocably appointed special agents and representatives of the holders of such bonds and coupons and vested with full power in their behalf to effect and enforce the mortgage and pledge and a security interest hereby constituted for their benefit, or otherwise to act as herein provided for.
   3. Record Date. The holders of the Bonds of the Sixteenth Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the Bonds of the Sixteenth Series entitled to consent, if any such consent is required, to any amendment or supplement to the Indenture or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders of the Bonds of the Sixteenth Series at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders of the Bonds of the Sixteenth Series after such record date. No such consent shall be valid or effective for more than 90 days after such record date.
   4. Claim Procedures. (a) If, on the day any interest payment for the Bonds of the Sixteenth Series is due there is not on deposit with the Trustee sufficient moneys available to pay all principal of and interest on such Bonds of the Sixteenth Series due on such date, the Trustee shall immediately notify Financial Guaranty and U.S. Bank Trust National Association, New York, New York or its successor as its Fiscal Agent (the "Fiscal Agent") of the amount of such deficiency. If, by said interest payment date, the Company has not provided the amount of such deficiency, the Trustee shall simultaneously make available to Financial Guaranty and to the Fiscal Agent the registration books for the Bonds maintained by the Trustee. In addition:

      (i) The Trustee shall provide Financial Guaranty with a list of the holders of the Bonds of the Sixteenth Series entitled to receive principal or interest payments from Financial Guaranty under the terms of the Surety Bond and shall make arrangements for Financial Guaranty and its Fiscal Agent (1) to mail checks or drafts to such holders of the Bonds of the Sixteenth Series entitled to receive full or partial interest payments from Financial Guaranty and (2) to pay principal of the Bonds of the Sixteenth Series surrendered to the Fiscal Agent by the holders of such bonds entitled to receive full or partial principal payments from Financial Guaranty; and

      (ii) The Trustee shall, at the time it makes the registration books available to Financial Guaranty pursuant to (i) above, notify holders of the Bonds of the Sixteenth Series entitled to receive the payment of principal of or interest on the Bonds of the Sixteenth Series from Financial Guaranty (1) as to the fact of such entitlement, (2) that Financial Guaranty will remit to them all or part of the interest payments coming due subject to the terms of the Surety Bond, (3) that, except as provided in paragraph (b) below, in the event that any holder of the Bonds of the Sixteenth Series is entitled to receive full payment of principal from Financial Guaranty, such holder must tender his Bond of the Sixteenth Series with the instrument of transfer in the form provided on such bond executed in the name of Financial Guaranty, and (4) that, except as provided in paragraph (b) below, in the event that such holder is entitled to receive partial payment of principal from Financial Guaranty, such holder must tender his Bond of the Sixteenth Series for payment first to the Trustee, which shall note on such bond the portion of principal paid by the Trustee, and then, with an acceptable form of assignment executed in the name of Financial Guaranty, to the Fiscal Agent, which will then pay the unpaid portion of principal to the holder subject to the terms of the Surety Bond.

      (b) In the event that the Trustee has notice that any payment of principal of or interest on a Bond of the Sixteenth Series has been recovered from a holder of a Bond of the Sixteenth Series pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Trustee shall, at the time it provides notice to Financial Guaranty, notify all holders of the Bonds of the Sixteenth Series that in the event that any such holder's payment is so recovered, such holder will be entitled to payment from Financial Guaranty to the extent of such recovery, and the Trustee shall furnish to Financial Guaranty its records evidencing the payments of principal of and interest on the Bonds of the Sixteenth Series which have been made by the Trustee and subsequently recovered from such holders, and the dates on which such payments were made.

      (c) Financial Guaranty shall, to the extent it makes payment of principal of or interest on the Bonds of the Sixteenth Series, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Surety Bond and, to evidence such subrogation, (A) in the case of subrogation as to claims for past due interest, the Trustee shall note Financial Guaranty's rights as subrogee on the registration books maintained by the Trustee upon receipt from Financial Guaranty of proof of the payment of interest thereon to the holders of such Bonds of the Sixteenth Series and (B) in the case of subrogation as to claims for past due principal, the Trustee shall note Financial Guaranty's rights as subrogee on the registration books for the Bonds of the Sixteenth Series maintained by the Trustee upon receipt of proof of the payment of principal thereof to the holders of such Bonds of the Sixteenth Series. Notwithstanding anything herein or in the Bonds of the Sixteenth Serie s to the contrary, the Trustee shall make payment of such past due interest and past due principal directly to Financial Guaranty to the extent that Financial Guaranty is a subrogee with respect thereto.

      Section 5.05. Certain Notices. The addresses for notices to Financial Guaranty and the Fiscal Agent are:

      Financial Guaranty Insurance Company
      125 Park Avenue
      New York, New York 10017
      Attention: Risk Management
      
      U.S. Bank Trust National Association
      100 Wall Street, 19^th floor
      New York, New York 10005
      Attention: Corporate Trust Department

      Section 5.06 Defeasance. To the extent not otherwise prohibited under the Indenture, only cash, direct non-callable obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, to which direct obligation or guarantee the full faith and credit of the United States of America has been pledged, Refcorp interest strips, CATS, TIGRS, STRPS, or defeased municipal bonds rated AAA by S&P or Aaa by Moody's (or any combination of the foregoing) shall be used to effect defeasance of the Bonds of the Sixteenth Series unless Financial Guaranty otherwise approves. In the event of an advance refunding, the Company shall cause to be delivered a verification report of an independent nationally recognized certified public accountant. If a forward supply contract is employed in connection with the refunding, (i) such verification report shall expressly state that the a dequacy of the escrow to accomplish the refunding relies solely on the initial escrowed investments and the maturing principal thereof and interest income thereon and does not assume performance under or compliance with the forward supply contract, and (ii) the applicable escrow agreement shall provide that in the event of any discrepancy or difference between the terms of the forward supply contract and the escrow agreement (or the authorizing document, if no separate escrow agreement is utilized), the terms of the escrow agreement or authorizing document, if applicable, shall be controlling.

      Section 5.07 Titles. The titles of the several Articles and Sections of this Twelfth Supplemental Indenture shall not be deemed to be any part hereof.

      Section 5.08 Counterparts. This Twelfth Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

      Section 5.09 Governing Law. The laws of the State of New York shall govern this Twelfth Supplemental Indenture and the Bonds of the Sixteenth Series, except to the extent that the validity or perfection of the Lien of the Indenture, or remedies thereunder, are governed by the laws of a jurisdiction other than the State of New York.

      ARTICLE VI

      SPECIFIC DESCRIPTION OF PROPERTY

      PARAGRAPH ONE

      The Electric Generating Plants, Plant Sites and Stations of the Company, including all electric works, power houses, buildings, pipelines and structures owned by the Company and all land of the Company on which the same are situated and all of the Company's lands, together with the buildings and improvements thereon, and all rights, ways, servitudes, prescriptions, and easements, rights-of-way, permits, privileges, licenses, poles, wires, machinery, implements, switchyards, electric lines, equipment and appurtenances, forming a part of said plants, sites or stations, or any of them, or used or enjoyed, or capable of being used or enjoyed in conjunction with any of said power plants, sites, stations, lands and property.

      PARAGRAPH TWO

      The Electric Substations, Switching Stations, Microwave installations and UHF-VHF installations of the Company, and the Sites therefor, including all buildings, structures, towers, poles, all equipment, appliances and devices for transforming, converting, switching, transmitting and distributing electric energy, and for communications, and the lands of the Company on which the same are situated, and all of the Company's lands, rights, ways, servitudes, prescriptions, easements, rights-of-way, machinery, equipment, appliances, devices, licenses and appurtenances forming a part of said substations, switching stations, microwave installations or UHF-VHF installations, or any of them, or used or enjoyed or capable of being used or enjoyed in conjunction with any of them.

      PARAGRAPH THREE

      All and singular the Miscellaneous Lands and Real Estate or Rights and Interests therein of the Company, and buildings and improvements thereon, now owned, or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired during the existence of this trust.

      PARAGRAPH FOUR

      The Electric Transmission Lines of the Company, including the structures, towers, poles, wires, cables, switch racks, conductors, transformers, insulators, pipes, conduits, electric submarine cables, and all appliances, devices and equipment used or useful in connection with said transmission lines and systems, and all other property, real, personal or mixed, forming a part thereof or appertaining thereto, together with all rights-of-way, easements, prescriptions, servitudes, permits, privileges, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, through, over, across, under or upon any public streets or highways or other lands, public or private.

      PARAGRAPH FIVE

      The Electric Distribution Lines and Systems of the Company, including the structures, towers, poles, wires, insulators and appurtenances, appliances, conductors, conduits, cables, transformers, meters, regulator stations and regulators, accessories, devices and equipment and all of the Company's other property, real, personal or mixed, forming a part of or used, occupied or enjoyed in connection with or in anywise appertaining to said distribution lines and systems, together with all of the Company's rights-of-way, easements, permits, prescriptions, privileges, municipal or other franchises, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, through, over, across, under, or upon any public streets or highways or other lands or property, public or private.

      PARAGRAPH SIX

      The Gas Distributing Systems of the Company, whether now owned or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired, including gas regulator stations, gas main crossings, odorizing equipment, gas metering stations, shops, service buildings, office buildings, expansion tanks, conduits, gas mains and pipes, mechanical storage sheds, boilers, service pipes, fittings, city gates, pipelines, booster stations, reducer stations, valves, valve platforms, connections, meters and all appurtenances, appliances, devices and equipment and all the Company's other property, real, personal or mixed forming a part of or used, occupied or enjoyed in connection with or in anywise appertaining to said distributing systems, or any of them, together with all of the Company's rights-of-way, easements, prescriptions, servitudes, privileges, immunities, permits and franchises, licenses, consents and rights for or relating to the construction, maintenance or operation thereo f, in, on, through, across or under any public streets or highways or other lands or property, public or private.

      PARAGRAPH SEVEN

      All of the franchises, privileges, permits, grants and consents for the construction, operation and maintenance of electric and gas systems in, on and under streets, alleys, highways, roads, public grounds and rights-of-way and all rights incident thereto which were granted by the governing and regulatory bodies of the City of New Orleans, State of Louisiana.

      Also all other franchises, privileges, permits, grants and consents owned or hereafter acquired by the Company for the construction, operation and maintenance of electric and gas systems in, on or under the streets, alleys, highways, roads, and public grounds, areas and rights-of-way and/or for the supply and sale of electricity or natural gas and all rights incident thereto, subject, however, to the provisions of Section 15.03 of the Original Indenture.

      IN WITNESS WHEREOF, ENTERGY NEW ORLEANS, INC. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries for and on its behalf, and THE BANK OF NEW YORK has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be attested by one of its Vice Presidents, Assistant Vice Presidents, Assistant Treasurers or Assistant Secretaries for and on its behalf, and STEPHEN J. GIURLANDO has hereunto set his hand, all as of the day and year first above written.

      ENTERGY NEW ORLEANS, INC.

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

      Attest:

      /s/ Christopher T. Screen
      Christopher T. Screen
      Assistant Secretary

      Executed, sealed and delivered by
      ENTERGY NEW ORLEANS, INC.
      in the presence of:

      /s/ Jennifer Favalora
      Jennifer Favalora

      /s/ Joan Cusimano
      Joan Cusimano

      THE BANK OF NEW YORK

      As Trustee

      By:/s/ Kisha Holder
      Assistant Vice President

      Attest:

      ____________________________________
      Vice President

      /s/ Stephen J. Giurlando
      STEPHEN J. GIURLANDO,
      As Co-Trustee

      Executed, sealed and delivered by
      THE BANK OF NEW YORK and

      STEPHEN J. GIURLANDO
      in the presence of:

      ____________________________________
       

      ____________________________________
       

      STATE OF LOUISIANA )
                                               ) SS.:
      PARISH OF ORLEANS  )

      On this 13th day of August, 2004, before me appeared Steven C. McNeal, to me personally known, who, being duly sworn, did say that he is the Vice President and Treasurer of ENTERGY NEW ORLEANS, INC., and that the seal affixed to said instrument is the corporate seal of said corporation and that the foregoing instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said Steven C. McNeal acknowledged said instrument to be the free act and deed of said corporation.

      On the 13^th day of August, 2004, before me personally came Steven C. McNeal, to me known, who, being by me duly sworn, did depose and say that he resides at 8043 Winners Circle, Mandeville, Louisiana 70448; that he is the Vice President and Treasurer of ENTERGY NEW ORLEANS, INC., one of the parties described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

      /s/ Jennifer Favalora
      Notary Public
      Parish of Orleans, State of Louisiana
      Commission Expires: upon death

   STATE OF NEW YORK
                                                       } ss.:
   COUNTY OF BRONX

   On this 13th day of August, 2004, before me appeared Kisha A. holder to me personally known, who, being by me duly sworn, did say that she is an Assistant Vice President of THE BANK OF NEW YORK, and that the seal affixed to the above instrument is the corporate seal of said corporation and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said Kisha Holder acknowledged said instrument to be the free act and deed of said corporation.

   On the 13^th day of August, 2004, before me personally came Kisha A. Holder, to me known, who, being by me duly sworn, did depose and say that she resides at 1079 East 43^rd Street, Brooklyn, New York 11210; that she is an Assistant Vice President of THE BANK OF NEW YORK, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal, that it was so affixed by order of the Board of Directors of said corporation, and that she signed her name thereto by like order.

   /s/ William J. Cassels
   Notary Public, State of New York
   No. 01CA5027729
   Qualified in Bronx County
   Commission Expires May 18, 2006

   STATE OF NEW YORK
                                                       } ss.:
   COUNTY OF ROCKLAND

   On this 13th day of August, 2004, before me appeared STEPHEN J. GIURLANDO, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed.

   On the 13^th day of August, 2004, before me personally came STEPHEN J. GIURLANDO, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same.

/s/ Robert Hirsch
Notary Public, State of New York
No. 01H16076679
Qualified in Rockland County
Commission Expires July 1, 2006

EXHIBIT A

[FORM OF BOND OF THE SIXTEENTH SERIES]
[(See legend at the end of this bond for
restrictions on transferability and change of form)]

INSURED QUARTERLY FIRST MORTGAGE BOND,
5.65% Series due September 1, 2029

CUSIP No. 29364PAJ2

No. R- __                                                                                                                                                                       ;                                 $_________

ENTERGY NEW ORLEANS, INC., a corporation duly organized and existing under the laws of the State of Louisiana (the "Company"), for value received, hereby promises to pay to ____________, or registered assigns, at the office or agency of the Company in The City of New York, New York, the principal sum of $____________ on September 1, 2029, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay in like manner to the registered owner hereof interest thereon from the date of original issuance hereof, if the date of this bond is prior to December 1, 2004, or, if the date of this bond is on or after December 1, 2004, from the March 1, June 1, September 1 or December 1 next preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of five and sixty-five one hundredt hs percent (5.65%) per annum in like coin or currency on March 1, June 1, September 1 and December 1, commencing December 1, 2004, and at maturity or earlier redemption until the principal of this bond shall have become due and been duly paid or provided for, and to pay interest (before and after judgment) on any overdue principal, premium, if any, and (to the extent permitted by law) on any overdue interest at the rate of six and sixty-five one hundredths percent (6.65%) per annum. Interest on this bond shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on this bond in respect of a portion of a month shall be calculated based on the actual number of days elapsed.

The interest so payable on any interest payment date will, subject to certain exceptions provided in the Mortgage hereinafter referred to, be paid to the person in whose name this bond is registered at the close of business on the Business Day immediately preceding such interest payment date. At the option of the Company, interest may be paid by check mailed on or prior to such interest payment date to the address of the person entitled thereto as such address shall appear on the register of the Company.

This bond shall not become obligatory until The Bank of New York, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

This bond is one of a series of bonds of the Company issuable in series and is one of a duly authorized series of Insured Quarterly First Mortgage Bonds, 5.65% Series due September 1, 2029 (herein called bonds of the Sixteenth Series), all bonds of all series issued under and equally secured by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, called the Mortgage), dated as of May 1, 1987, duly executed by the Company to Bank of Montreal Trust Company (The Bank of New York, successor) and Z. George Klodnicki (Stephen J. Giurlando, successor), as Trustees. Reference is made to the Mortgage for a description of the mortgaged and pledged property, assets and rights, the nature and extent of the lien and security, the respective rights, limitations of rights, covenants, obligations, duties and immunities thereunder of the Company, the holders of bonds and the Trustees and the terms and conditions upon which the bonds are, and are to be, secured, the circu mstances under which additional bonds may be issued and the definition of certain terms herein used, to all of which, by its acceptance of this bond, the holder of this bond agrees.

The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a Default as in the Mortgage provided. The Mortgage provides that in certain circumstances and upon certain conditions, such a declaration and its consequences or certain past defaults and the consequences thereof may be waived by such affirmative vote of holders of bonds as is specified in the Mortgage.

The Mortgage contains provisions permitting the Company and the Trustee to execute supplemental indentures amending the Mortgage for certain specified purposes without the consent of holders of bonds. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds of the Sixteenth Series and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then Outstanding as are specified in the Mortgage.

Any consent or waiver by the holder of this bond (unless effectively revoked as provided in the Mortgage) shall be conclusive and binding upon such holder and upon all future holders of this bond and of any bonds issued in exchange or substitution herefor, irrespective of whether or not any notation of such consent or waiver is made upon this bond or such other bond.

No reference herein to the Mortgage and no provision of this bond or of the Mortgage shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this bond in the manner, at the respective times, at the rate and in the currency herein prescribed.

The bonds are issuable as registered bonds without coupons in the denominations of $1,000 and integral multiples thereof. At the office or agency to be maintained by the Company in The City of New York, New York, and in the manner and subject to the provisions of the Mortgage, bonds may be exchanged for a like aggregate principal amount of bonds of other authorized denominations, without payment of any charge other than a sum sufficient to reimburse the Company for any tax or other governmental charge incident thereto. This bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in The City of New York, New York, upon surrender of this bond, and upon payment, if the Company shall require it, of the transfer charges provided for in the Mortgage, and, thereupon, a new fully registered bond of the same series for a like principal amount will be issued to the transferee in exchange hereof as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes, and neither the Company nor the Trustees shall be affected by any notice to the contrary.

This bond is redeemable at the option of the Company under certain circumstances in the manner and at such redemption price as is provided in the Mortgage. This bond is also redeemable at the option of the owner and of the representative of any deceased owner of the bond upon the events and in the manner and at such redemption prices as are specified in the Mortgage. This bond is also mandatorily redeemable under certain circumstances in the manner and at such redemption price as is provided in the Mortgage.

No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

As provided in the Mortgage, this bond shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, Entergy New Orleans, Inc. has caused this bond to be signed in its corporate name by its Chairman of the Board, Chief Executive Officer, President or one of its Vice Presidents by his or her signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries by his or her signature or a facsimile thereof.

Dated:

ENTERGY NEW ORLEANS, INC.

By:
Title:
 

Attest:

Name:
Title:

[FORM OF TRUSTEE'S
AUTHENTICATION CERTIFICATE]

TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned mortgage.

THE BANK OF NEW YORK,
as Trustee,

By:
Authorized Signatory

[LEGEND

Unless and until this bond is exchanged in whole or in part for certificated bonds registered in the names of the various beneficial holders hereof as then certified to the Trustee by The Depository Trust Company or its successor (the "Depositary"), this bond may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate to be issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of the Depositary, and any amount payable thereunder is made payable to Cede & Co., or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

This bond may be exchanged for certificated bonds registered in the names of the various beneficial owners hereof if (a) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days or (b) the Company elects to issue certificated bonds to beneficial owners (as certified to the Company by the Depositary).]

PARAGRAPH ONE STATEMENT OF INSURANCE

Financial Guaranty Insurance Company ("Financial Guaranty") has issued a surety bond containing the following provisions with respect to the Bonds, such surety bond being on file at the principal office of Trustee, as paying agent for the Bonds (the "Paying Agent"):

Financial Guaranty hereby unconditionally and irrevocably agrees to pay for disbursement to the Bondholders that portion of the principal of and interest on the Bonds which is then due for payment and which the issuer of the Bonds (the "Issuer") shall have failed to provide. Due for payment means, with respect to principal, the stated maturity date thereof, and does not refer to any earlier date on which the payment of principal or of the Bonds is due by reason of call for redemption, acceleration or other advancement of maturity, and with respect to interest, the stated date for payment of such interest.

Upon receipt of telephonic or telegraphic notice, subsequently confirmed in writing, or written notice by registered or certified mail, from a Bondholder or the Paying Agent to Financial Guaranty that the required payment of principal or interest has not been made by the Issuer to the Paying Agent, Financial Guaranty on the due date of such payment or within one business day after receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with U.S. Bank Trust National Association, or its successor as its agent (the "Fiscal Agent"), sufficient to make the portion of such payment not paid by the Issuer. Upon presentation to the Fiscal Agent of evidence satisfactory to it of the Bondholder's right to receive such payment and any appropriate instruments of assignment required to vest all of such Bondholder's right to such payment in Financial Guaranty, the Fiscal Agent will disburse such amount to the Bondholder.

As used herein the term "Bondholder" means the person other than the Issuer or the borrower(s) of Bond proceeds who at the time of nonpayment of a Bond is entitled under the terms of such Bond to payment thereof.

The surety bond is non-cancellable for any reason.

FINANCIAL GUARANTY INSURANCE COMPANY

EXHIBIT B

FORM OF REDEMPTION REQUEST
INSURED QUARTERLY FIRST MORTGAGE BONDS,
5.65% Series due September 1, 2029
(the "Bonds")

CUSIP NO. 29364PAJ2

The undersigned, ____________________ (the "Participant"), does hereby certify, pursuant to the provisions of that certain Mortgage and Deed of Trust granted by Entergy New Orleans, Inc. (the "Company") to Bank of Montreal Trust Company (The Bank of New York, successor), as corporate trustee, and Z. George Klodnicki (Stephen J. Giurlando, successor), as trustee, dated as of May 1, 1987, as supplemented (the "Mortgage"), to The Depository Trust Company (the "depository"), the Company and the corporate trustee that:

1. [Name of deceased Beneficial Owner] is deceased.

2. [Name of deceased Beneficial Owner] had a $__________ interest in the above referenced Bonds.

3. [Name of Representative] is [Beneficial Owner's personal representative/other person authorized to represent the estate of the Beneficial Owner/surviving joint tenant/surviving tenant by the entirety/trustee of a trust] of [Name of deceased Beneficial Owner] and has delivered to the undersigned a request for redemption in form satisfactory to the undersigned, requesting that $__________ principal amount of said Bonds be redeemed pursuant to said Mortgage. The documents accompanying such request, all of which are in proper form, are in all respects satisfactory to the undersigned and the [Name of Representative] is entitled to have the Bonds to which this Request relates redeemed.

4. The Participant holds the interest in the Bonds with respect to which this Request for Redemption is being made on behalf of [Name of deceased Beneficial Owner].

5. The Participant hereby certifies that it will indemnify and hold harmless the depository, the corporate trustee, and the Company (including their respective officers, directors, agents, attorneys and employees), against all damages, loss, cost, expense (including reasonable attorneys' and accountants' fees), obligations, claims or liability (collectively, the "Damages") incurred by the indemnified party or parties as a result of or in connection with the redemption of Bonds to which this Request relates. The Participant will, at the request of the Company, forward to the Company, a copy of the documents submitted by [Name of Representative] in support of the request for redemption.

IN WITNESS WHEREOF, the undersigned has executed this Redemption Request as of ____________, _____.

[PARTICIPANT NAME]

By:
Name:
Title:

EX-4

Exhibit 4(b)

ENTERGY NEW ORLEANS, INC.

to

THE BANK OF NEW YORK

(successor to Harris Trust Company of New York and Bank of Montreal Trust Company)

And

STEPHEN J. GIURLANDO

(successor to Mark F. McLaughlin and Z. George Klodnicki)

As Trustees under the Mortgage and Deed of Trust,

dated as of May 1, 1987 of Entergy New Orleans, Inc.

THIRTEENTH SUPPLEMENTAL INDENTURE

Providing among other things for

Insured Quarterly First Mortgage Bonds,

5.60% Series due September 1, 2024

(Seventeenth Series)

Dated as of August 15, 2004

THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of August 15, 2004, between ENTERGY NEW ORLEANS, INC., a corporation of the State of Louisiana, whose post office address is 1600 Perdido Street, Building 505, New Orleans, Louisiana 70112 (the "Company") and THE BANK OF NEW YORK (successor to Harris Trust Company of New York and Bank of Montreal Trust Company), a New York banking corporation, whose principal corporate trust office is located at 101 Barclay Street, Floor 21 West, New York, New York 10286 and STEPHEN J. GIURLANDO (successor to Mark F. McLaughlin and Z. George Klodnicki), whose address is 63 Euclid Avenue, Massapequa, New York 11758, as trustees under the Mortgage and Deed of Trust, dated as of May 1, 1987, executed and delivered by the Company (herein called the "Original Indenture"; the Original Indenture and any and all indentures and instruments supplemental thereto being herein called the "Indenture");

WHEREAS, the Original Indenture has been duly recorded and filed as required in the State of Louisiana simultaneously with the recording and filing of the First Supplemental Indenture thereto, dated as of May 1, 1987, between the Company and BANK OF MONTREAL TRUST COMPANY (The Bank of New York, successor) and Z. GEORGE KLODNICKI (Stephen J. Giurlando, successor), as trustees (herein called the "First Supplemental Indenture"); and

WHEREAS, the Original Indenture was recorded in various Parishes in the State of Louisiana; and

WHEREAS, the Company executed and delivered to the Trustees (such term and all other defined terms used herein and not defined herein having the respective definitions to which reference is made in Article I below) its Second Supplemental Indenture, dated as of January 1, 1988, its Third Supplemental Indenture, dated as of March 1, 1993, its Fourth Supplemental Indenture, dated as of September 1, 1993, its Fifth Supplemental Indenture, dated as of April 1, 1995, its Sixth Supplemental Indenture, dated as of March 1, 1996, its Seventh Supplemental Indenture, dated as of July 1, 1998 (the "Seventh Supplemental Indenture"), its Eighth Supplemental Indenture, dated as of July 1, 2000, its Ninth Supplemental Indenture, dated as of February 1, 2001, its Tenth Supplemental Indenture, dated as of October 1, 2002, its Eleventh Supplemental Indenture, dated as of July 1, 2003, and its Twelfth Supplemental Indenture dated as of August 1, 2004 (the "Twelfth Supplemental Indenture") , each as a supplement to the Original Indenture, which Supplemental Indentures have been duly recorded in various Parishes in the State of Louisiana, which Parishes are the same Parishes in which this Thirteenth Supplemental Indenture is to be recorded; and

WHEREAS, pursuant to an Agreement and Plan of Merger dated as of March 18, 1999, Harris Trust Company of New York merged into Bank of Montreal Trust Company, Trustee under the Indenture, and effective July 1, 1999, the combined entity changed its name to Harris Trust Company of New York, and, by virtue of Section 9.03 of the Original Indenture, Harris Trust Company of New York became successor Trustee under the Indenture, without execution of any paper or the performance of any further act on the part of any other parties to the Indenture; and

WHEREAS, effective July 15, 2000, Harris Trust Company of New York and Mark F. McLaughlin resigned as Trustee and Co-Trustee, respectively, under the Indenture, and by the Eighth Supplemental Indenture, the Company appointed The Bank of New York and Stephen J. Giurlando as successor Trustee and successor Co-Trustee, respectively, effective July 15, 2000, and The Bank of New York and Stephen J. Giurlando accepted said respective appointments; and

WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Indenture, the following series of bonds:

Series	Principal Amount Issued	Principal Amount Outstanding
10.95% Series due May 1, 1997	$75,000,000	None
13.20% Series due February 1, 1991	1,400,000	None
13.60% Series due February 1, 1993	29,400,000	None
13.90% Series due February 1, 1995	9,200,000	None
7% Series due March 1, 2003	25,000,000	None
8% Series due March 1, 2023	45,000,000	$45,000,000
7.55% Series due September 1, 2023	30,000,000	30,000,000
8.67% Series due April 1, 2005	30,000,000	None
8% Series due March 1, 2006	40,000,000	None
7% Series due July 15, 2008	30,000,000	None
8.125% Series due July 15, 2005	30,000,000	30,000,000
6.65% Series due March 1, 2004	30,000,000	None
6.75% Series due October 15, 2017	25,000,000	25,000,000
3.875% Series due August 1, 2008	30,000,000	30,000,000
5.25% Series due August 1, 2013	70,000,000	70,000,000
5.65% Series due September 1, 2029	40,000,000	40,000,000

; and

WHEREAS, Section 19.04 of the Original Indenture provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Indenture, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted, or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations, restrictions or provisions for the benefit of any one or more series of bonds issued thereunder, or the Company may establish the terms and provisions of any series of bonds by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to be recorded in all of the states in which any property at the time subject to the Lien of the Indenture shall be situated; and

WHEREAS, the Company desires to create a new series of bonds under the Indenture and to add to its covenants and agreements contained in the Indenture certain other covenants and agreements to be observed by it; and

WHEREAS, all things necessary to make this Thirteenth Supplemental Indenture a valid, binding and legal instrument have been performed, and the issue of said series of bonds, subject to the terms of the Indenture, has been in all respects duly authorized;

NOW, THEREFORE, THIS THIRTEENTH SUPPLEMENTAL INDENTURE WITNESSETH: That ENTERGY NEW ORLEANS, INC., in consideration of the premises and of Ten Dollars ($10) to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in order to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Indenture, according to their tenor and effect and the performance of all provisions of the Indenture (including any modification made as in the Indenture provided) and of said bonds, hath granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over and confirmed and granted a security interest in, and by these presents doth grant, bargain, sell, release, convey, assign, transfer, mortgage, hypothecate, affect, pledge, set over and confirm and grant a security interest in (subject, however, to Excepted En cumbrances as defined in Section 1.06 of the Original Indenture), unto STEPHEN J. GIURLANDO and (to the extent of its legal capacity to hold the same for the purpose hereof) to THE BANK OF NEW YORK, as Trustees under the Indenture, and to their successor or successors in said trust, and to said Trustees and their successors and assigns forever (1) all rights, legal and equitable, of the Company (whether in accordance with Paragraph 32 of that certain Resolution No. R-86-112, adopted by the Council of the City of New Orleans on March 20, 1986 and accepted by the Company on March 25, 1986, as superseded by Resolution No. R-91-157, effective October 4, 1991, or pursuant to other regulatory authorization or by operation of law or otherwise), in the event of the purchase and acquisition by the City of New Orleans (or any other governmental authority or instrumentality or designee thereof) of properties and assets of the Company, to recover and receive payment and compensation from the City (or from such other gov ernmental authority or instrumentality or designee thereof or any other person) of an amount equal to the aggregate uncollected balance of (A) the deferrals of Grand Gulf 1 Costs (as defined in the Original Indenture) and the deferred carrying charges accrued thereon that have accumulated prior to the City or such other entity providing official notice to the Company of the City's or such other entity's intent to effect such purchase and acquisition and (B) if and to the extent that the City or such other entity and the Company agree that the City or such other entity is liable for all or a portion of the aggregate uncollected balance of such deferrals accumulating thereafter or a court of final resort so holds, such deferrals that have accumulated subsequent to such notice (said rights of the Company, together with the proceeds and products thereof, being defined in the Original Indenture as the "Municipalization Interest"); and (2) all properties of the Company, real, personal and mixed, of the k ind or nature described or mentioned in the Original Indenture; and (3) all properties of the Company specifically described in Article VI hereof and all other properties of the Company, real, personal and mixed, of the kind or nature specifically mentioned in the Original Indenture or of any other kind or nature acquired by the Company on or after the date of the execution and delivery of the Original Indenture (except any herein or in the Original Indenture, as heretofore supplemented, expressly excepted), now owned or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same, the scope and intent of the foregoing or of any general description contained herein or in the Original Indenture, as heretofore supplemented), all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same; all power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, waterways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto; all telephone, radio and television systems, air-conditioning systems, and equipment incidental thereto, water wheels, water works, water systems, steam heat and hot water plants, substations, electric, gas and water lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof; all ma chinery, engines, boilers, dynamos, turbines, electric, gas and other machines, prime movers, regulators, meters, transformers, generators (including, but not limited to, engine driven generators and turbogenerator units), motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, towers, overhead conductors and devices, underground conduits, underground conductors and devices, wires, cables, tools, implements, apparatus, storage battery equipment, and all other fixtures and presently; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith and (except as herein or in the Original Indenture, as heretofore supplemented, expressly excepted) all the rights, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property herein or in the Original Indenture, as heretofore supplemented, described.

TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 11.01 of the Original Indenture) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, rights and franchises and every part and parcel thereof.

IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 15.03 of the Original Indenture, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Original Indenture, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and as fully embraced within the Lien of the Original Indenture and the Lien hereof as if such property, rights and franchises were now owned by the Company and were specifically described herein and granted and conveyed hereby.

PROVIDED that, except as provided herein and in the Original Indenture with respect to the Municipalization Interest, the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder, nor is a security interest therein hereby or by the Original Indenture, as heretofore supplemented, granted or intended to be granted, and the same are hereby expressly excepted from the Lien of the Indenture and the operation of this Thirteenth Supplemental Indenture, viz.: (1) cash, shares of stock, bonds, notes and other obligations and other securities not heretofore or hereafter specifically pledged, paid, deposited, delivered or held hereunder or covenanted so to be; (2) merchandise, equipment, apparatus, materials or supplies held for the purpose of sale or other disposition in the usual course of business or for the purpose of repairing or replacing (in who le or part) any rolling stock, buses, motor coaches, automobiles and other vehicles or aircraft or boats, ships, or other vessels and any fuel, oil and similar materials and supplies consumable in the operation of any of the properties of the Company; rolling stock, buses, motor coaches, automobiles and other vehicles and all aircraft; boats, ships and other vessels; all timber, minerals, mineral rights and royalties; (3) bills, notes and other instruments and accounts receivable, judgments, demands, general intangibles and chooses in action, and all contracts, leases and operating agreements not specifically pledged hereunder or under the Original Indenture or covenanted so to be; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the Lien of the Indenture; (5) electric energy, gas, water, steam, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; (6) any natural gas wells or natural gas leases or natural gas transportation lines or other works or property used primarily and principally in the production of natural gas or its transportation, primarily for the purpose of sale to natural gas customers or to a natural gas distribution or pipeline company, up to the point of connection with any distribution system; and (7) the Company's franchise to be a corporation; provided, however, that the property and rights expressly excepted from the Lien and operation of the Indenture in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that either or both of the Trustees or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XII of the Original Indenture by reason of the occurrence of a Default.

TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed or in which a security interest has been granted by the Company as aforesaid, or intended so to be (subject, however, to Excepted Encumbrances as defined in Section 1.06 of the Original Indenture), unto STEPHEN J. GIURLANDO and (to the extent of its legal capacity to hold the same for the purposes hereof) to THE BANK OF NEW YORK, and their successors and assigns forever.

IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Original Indenture, as heretofore supplemented, this Thirteenth Supplemental Indenture being supplemental thereto.

AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Original Indenture, as heretofore supplemented, shall affect and apply to the property hereinbefore and hereinafter described and conveyed and to the estate, rights, obligations and duties of the Company and the Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors as Trustees of said property in the same manner and with the same effect as if said property had been owned by the Company at the time of the execution of the Original Indenture and had been specifically and at length described in and conveyed to said Trustees by the Original Indenture as a part of the property therein stated to be conveyed.

The Company further covenants and agrees to and with the Trustees and their successor or successors in said trust under the Indenture, as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

1. Terms From the Original Indenture and First through Twelfth Supplemental Indentures. Except as set forth in Section 1.02 below, all defined terms used in this Thirteenth Supplemental Indenture and not otherwise defined herein shall have the respective meanings ascribed to them in the Original Indenture or the First through the Twelfth Supplemental Indentures, as the case may be.
2. Certain Defined Terms. As used in this Thirteenth Supplemental Indenture, the following defined terms shall have the respective meanings specified unless the context clearly requires otherwise:

   The term "Beneficial Owner" shall have the meaning specified in Section 2.02(e).

   The term "Bonds of the Seventeenth Series" shall have the meaning specified in Section 2.01.

   The term "Business Day" shall mean any day other than a Saturday or a Sunday or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or a day on which the Corporate Trust Office of the Trustee is closed for business.

   The term "Financial Guaranty" shall have the meaning specified in Section 2.02(d).

   The term "Fiscal Agent" shall have the meaning specified in Section 5.04(a).

   The term "Insurance Agreement" shall have the meaning specified in Section 2.02(d).

   The term "Insurance Event" shall have the meaning specified in Section 2.02(d).

   The term "Participants" shall have the meaning specified in Section 2.02(e).

   The term "Representative" shall have the meaning specified in Section 2.02(e).

   The term "Surety Bond" shall mean the Surety Bond issued by Financial Guaranty that guarantees the payment of principal of and interest on the Bonds of the Seventeenth Series.

3. References are to Thirteenth Supplemental Indenture. Unless the context otherwise requires, all references herein to "Articles", "Sections" and other subdivisions refer to the corresponding Articles, Sections and other subdivisions of this Thirteenth Supplemental Indenture, and the words "herein", "hereof", "hereby", "hereunder" and words of similar import refer to this Thirteenth Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision hereof or to the Original Indenture or any other supplemental indenture thereto.
4. Number and Gender. Unless the context otherwise requires, defined terms in the singular include the plural, and in the plural include the singular. The use of a word of any gender shall include all genders.

ARTICLE II

THE SEVENTEENTH SERIES

1. Bonds of the Seventeenth Series. Pursuant to Section 2.01 of the Original Indenture, there shall be a series of bonds designated 5.60% Series due September 1, 2024 (herein sometimes referred to as the "Seventeenth Series"), each of which shall also bear the descriptive title "Insured Quarterly First Mortgage Bond". The form of Bonds of the Seventeenth Series shall be substantially in the form of Exhibit A hereto. Bonds of the Seventeenth Series (which shall be issued in the aggregate principal amount of $35,000,000) shall mature on September 1, 2024 and shall be issued only as fully registered bonds in denominations of One Thousand Dollars and, at the option of the Company, in any multiple or multiples thereof (the exercise of such option to be evidenced by the execution and delivery thereof). Bonds of the Seventeenth Series shall bear interest at the rate of five and sixty one hundredths percent (5.60%) per annum (except as hereinafter provided), payable quarterly on March 1, June 1, September 1 and December 1 of each year, and at maturity or earlier redemption, the first interest payment to be made on December 1, 2004 for the period from the date of original issuance of the Bonds of the Seventeenth Series to December 1, 2004; the principal and interest on each said bond to be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, payable in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts. Interest on Bonds of the Seventeenth Series may at the option of the Company be paid by check mailed to the registered owners thereof. Overdue principal and (to the extent permitted by law) overdue interest in respect of Bonds of the Seventeenth Series shall bear interest (before and after judgment) at the rate of six and sixty one hundredths percent (6.60%) per annum. Interest on the Bonds of the Seventeenth Series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on Bonds of the Seventeenth Series in respect of a portion of a month shall be calculated based on the actual number of days elapsed. In any case where any interest payment date, redemption date or maturity of any Bond of the Seventeenth Series shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding interest payment date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amounts so payable for the period from and after such interest payment date, redemption date or maturity, as the case may be, to such Business Day.

   The Company reserves the right to establish at any time, by Resolution of the Board of Directors of the Company, a form of coupon bond, and of appurtenant coupons, for the Seventeenth Series and to provide for exchangeability of such coupon bonds with the bonds of said Series issued hereunder in fully registered form and to make all appropriate provisions for such purpose.

2. Redemption of Bonds of the Seventeenth Series. (a) Bonds of the Seventeenth Series shall not be redeemable at the option of the Company prior to September 1, 2008. Bonds of the Seventeenth Series shall be redeemable, at the option of the Company, in whole or in part, at any time on or after September 1, 2008, upon notice mailed to each registered owner at his last address appearing on the registry books not less than 30 days nor more than 60 days prior to the date fixed for redemption, at a redemption price equal to 100% of the principal amount of such Bonds of the Seventeenth Series being redeemed plus accrued and unpaid interest thereon to the redemption date; provided, however, that in the event that the taking, sale, transfer or other conveyance described in Section 2.02(c) hereof shall have occurred, during the period commencing on the occurrence of such event and ending on the day following the date that the Bonds of the Seventeenth Series are redeemable pursuant to Secti on 2.02(c) hereof, the redemption price for the redemption of the Bonds of the Seventeenth Series pursuant to this Section 2.02(a) shall be 101% of the principal amount of the Bonds of the Seventeenth Series being redeemed plus accrued and unpaid interest thereon to the redemption date.

(b) Bonds of the Seventeenth Series shall also be redeemable, at the option of the holders thereof, as provided in Section 3.04 of the First Supplemental Indenture, as heretofore and hereby amended.

(c) Bonds of the Seventeenth Series shall also be redeemable as follows:

Should all or substantially all of the Mortgaged and Pledged Property be taken by the City of New Orleans or any instrumentality or designee thereof by the exercise of the power of eminent domain or taken by the exercise by the City of New Orleans or any instrumentality or designee thereof of the right to purchase or otherwise acquire the same, or should such Mortgaged and Pledged Property be voluntarily sold, transferred or otherwise conveyed to the City of New Orleans or such instrumentality or designee thereof, then, in any such event, the Company shall, upon the consummation of such taking, sale, transfer or other conveyance (in any case whether or not the Lien of the Indenture is released with respect to such Mortgaged and Pledged Property), immediately request the Trustee to take, and upon receipt of such request the Trustee shall take, all requisite action to prepare (in consultation with the Company) and to mail written notice thereof to each registered holder of any Outstanding Bo nd of the Seventeenth Series, at his last address appearing upon the registry books, such notice (hereinafter referred to in this Section 2.02(c) as the "Trustee's Special Notice"), to state that it is given pursuant to this Section 2.02(c) of this Thirteenth Supplemental Indenture and that the holder of any Bond or Bonds of the Seventeenth Series then Outstanding shall have the right to require the Company to redeem such Bond or Bonds of the Seventeenth Series, in whole or in part, on the terms and subject to the conditions hereinafter in this Section 2.02(c) set forth.

Upon the mailing of the Trustee's Special Notice, the holder of any Bonds of the Seventeenth Series then Outstanding may, within forty-five (45) days from the date of the Trustee's Special Notice, give the Trustee written notice of such holder's intent to have his Bond or Bonds of the Seventeenth Series redeemed by the Company on the sixtieth (60^th) day following the date of the Trustee's Special Notice, upon delivery and surrender of such Bond or Bonds of the Seventeenth Series accompanied by such documentation as the Trustee or the Company may require. Unless on or prior to the forty-fifth (45^th) day following the date of the Trustee's Special Notice, such holder shall have, by further written notice to the Trustee, withdrawn or revoked such written notice of intent to have his Bond or Bonds of the Seventeenth Series so redeemed, the Company shall, on the sixtieth (60^th) day following the date of the Trustee's Special Notice, redeem any such Bond or Bond s of the Seventeenth Series that are properly delivered and surrendered for that purpose at the special redemption price of 101% of the principal amount thereof plus accrued and unpaid interest thereon to the redemption date.

(d) The Company shall redeem the Bonds of the Seventeenth Series, in whole but not in part, prior to maturity, but in no event earlier than September 1, 2008, upon notice mailed to each registered owner at his last address appearing on the registry books not less than 30 days nor more than 60 days prior to the date fixed for redemption, at a redemption price equal to 100% of the principal amount of such Bonds of the Seventeenth Series, plus accrued and unpaid interest thereon to the redemption date, pursuant to Section 4.02 of the Insurance Agreement dated as of August 24, 2004 ("Insurance Agreement") between the Company and Financial Guaranty Insurance Company, a New York stock insurance company, or any successor thereto ("Financial Guaranty"), if, and only if, (i) the Company shall fail to pay to Financial Guaranty any amount payable under Section 2.01 of the Insurance Agreement and such failure shall have continued for a period in excess of fifteen (15) d ays after receipt by the Company of written notice from Financial Guaranty thereof and the Trustee has received written notification from Financial Guaranty of such failure or (ii) the Company shall fail to comply with the provisions of Section 4.01 of the Insurance Agreement and such failure shall have continued for a period in excess of thirty (30) days after receipt by the Company of written notice from Financial Guaranty thereof and the Trustee has received written notification from Financial Guaranty of such failure (each of (i) and (ii), individually, an "Insurance Event") and, in each case, Financial Guaranty has not waived the Insurance Event. Subject to the notice to holders provisions provided in this Section 2.02(d), the Company shall redeem Bonds of the Seventeenth Series pursuant to the prior sentence as follows: (x) on September 1, 2008 if the Insurance Event specified in clause (ii) above occurs on or prior to July 3, 2008, or (y) if the Insurance Event specified in clause (i) or (i i) above occurs on or after July 4, 2008, within 60 days of the occurrence of such Insurance Event, but in no event earlier than September 1, 2008.

(e) Unless the Bonds of the Seventeenth Series have been declared due and payable prior to their maturity by reason of a default under the Indenture, or have been previously redeemed or otherwise repaid, the Representative of a deceased Beneficial Owner has the right, on or after March 2, 2005, to request redemption prior to stated maturity of all or part of his interest in the Bonds of the Seventeenth Series, and the Company will be obligated to redeem such Bonds of the Seventeenth Series. However, during the period from March 2, 2005 through and including March 1, 2006 (the "initial period"), and during any twelve-month period that ends on and includes each March 1 thereafter (and during the period March 2, 2024 to and including August 31, 2024) (each of which, a "subsequent period"), the Company shall not be obligated to redeem (i) on behalf of a deceased Beneficial Owner any interest in Bonds of the Seventeenth Series which exceeds $25,000 principal amount or (ii) interests in Bonds of the Seventeenth Series exceeding $350,000 in aggregate principal amount. A request for redemption may be initiated by the Representative of a deceased Beneficial Owner at any time and in any principal amount, provided that the principal amount is in an integral multiple of $1,000.

The Company may, at its option, redeem interests of any deceased Beneficial Owner in the Bonds of the Seventeenth Series in the initial period or any subsequent period in excess of the $25,000 limitation. Any such redemption, to the extent that it exceeds the $25,000 limitation for any deceased Beneficial Owner, shall not be included in the computation of the $350,000 aggregate limitation for the Bonds of the Seventeenth Series for the initial period or the applicable subsequent period, as the case may be, or for any succeeding subsequent period. The Company may, at its option, redeem interests of deceased Beneficial Owners in the Bonds of the Seventeenth Series, in the initial period or any subsequent period in an aggregate principal amount exceeding the $350,000 aggregate limitation. Any such redemption, to the extent it exceeds the $350,000 aggregate limitation, shall not reduce the aggregate limitation for any subsequent period. Upon any determination by the Company to redeem B onds of the Seventeenth Series in excess of the $25,000 limitation or the $350,000 aggregate limitation, such Bonds of the Seventeenth Series will be redeemed in the order of the receipt of redemption requests by the Trustee.

A request for redemption of an interest in the Bonds of the Seventeenth Series may be initiated by the personal representative or other person authorized to represent the estate of the deceased Beneficial Owner or by a surviving joint tenant(s) or tenant(s) by the entirety or the trustee of a trust (each, a "Representative"). The Representative shall deliver a request to the Participant (hereinafter defined) through whom the deceased Beneficial Owner owned such interest, in form satisfactory to the Participant, together with evidence of the death of the Beneficial Owner, evidence of the authority of the Representative satisfactory to the Participant, such waivers, notices or certificates as may be required under applicable state or federal law and such other evidence of the right to such redemption as the Participant shall require. The request shall specify the principal amount of the interest in the Bonds of the Seventeenth Series to be redeemed. Subject to the rules and arrangements applicable to the depository, the Participant will then deliver to the depository, which in this case initially will be The Depository Trust Company, a request for redemption substantially in the form attached as Exhibit B to this Thirteenth Supplemental Indenture. The Trustee shall maintain records with respect to redemption requests received by it, including the date of receipt, the name of the Participant filing the redemption request and the status of each redemption request with respect to the $25,000 limitation and the $350,000 aggregate limitation. The Trustee will immediately file with the Company each redemption request it receives, together with the information regarding the eligibility of the redemption request with respect to the $25,000 limitation and the $350,000 aggregate limitation. The Company, the depository, and the Trustee:

• may conclusively assume, without independent investigation, that the statements contained in each redemption request are true and correct; and
• shall have no responsibility:

  • for reviewing any documents submitted to the Participant by the Representative or for determining whether the applicable decedent is in fact the Beneficial Owner of the interest in the Bonds of the Seventeenth Series to be redeemed or is in fact deceased; and

  • for determining whether the Representative is duly authorized to request redemption on behalf of the applicable Beneficial Owner.

Subject to the $25,000 limitation and the $350,000 aggregate limitation, the Company will, after the death of any Beneficial Owner, redeem the interest of such Beneficial Owner in the Bonds of the Seventeenth Series on the next interest payment date occurring not less than 30 days following the Company's receipt of a redemption request from the Trustee. If redemption requests exceed the aggregate principal amount of interests in Bonds of the Seventeenth Series required to be redeemed during the initial period or during any subsequent period, then excess redemption requests will be applied, in the order received by the Trustee, to successive subsequent periods, regardless of the number of subsequent periods required to redeem such interests, unless maturity occurs first. The Company may at any time notify the Trustee that it will redeem, on the next interest payment date occurring not less than 30 days thereafter, all or any lesser amount of Bonds of the Seventeenth Series for which r edemption requests have been received but that are not then eligible for redemption by reason of the $25,000 limitation or the $350,000 aggregate limitation. Such Bonds of the Seventeenth Series will be redeemed in the order of receipt of redemption requests by the Trustee.

The Company will pay 100% of the principal amount plus any unpaid interest accrued to (but excluding) the redemption date for the Bonds of the Seventeenth Series it redeems pursuant to a redemption request of a Representative of a deceased Beneficial Owner. Subject to arrangements with the depository, payment for interests in the bonds to be redeemed shall be made to the depository in the aggregate principal amount specified in the redemption requests submitted to the Trustee by the depository that are to be fulfilled in connection with such payment upon presentation of the Bonds of the Seventeenth Series to the Trustee for redemption. The principal amount of any Bonds of the Seventeenth Series acquired or redeemed by the Company other than by redemption at the option of any Representative of a deceased Beneficial Owner under the procedures described in this Section 2.02(e) shall not be included in the computation of either the $25,000 limitation or the $350,000 aggregate limitation f or the initial period or for any subsequent period.

For purposes of this Section 2.02(e), a "Beneficial Owner" means the person who has the right to sell, transfer or otherwise dispose of an interest in a Bond of the Seventeenth Series and the right to receive the proceeds therefrom, as well as the interest and principal payable to the holder thereof. In general, a determination of beneficial ownership in the Bonds of the Seventeenth Series will be subject to the rules, regulations and procedures governing the depository and institutions that have accounts with the depository or a nominee thereof ("Participants").

An interest in a Bond of the Seventeenth Series held in tenancy by the entirety, joint tenancy or by tenants in common will be deemed to be held by a single Beneficial Owner and the death of a tenant by the entirety, joint tenant or tenant in common will be deemed the death of a Beneficial Owner. The death of a person who, during his lifetime, was entitled to substantially all of the rights of a Beneficial Owner of an interest in the Bonds of the Seventeenth Series will be deemed the death of the Beneficial Owner, regardless of the recordation of such interest on the records of the Participant, if such rights can be established to the satisfaction of the Participant. Such interests shall be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act, community property or other similar joint ownership arrangements, including individual retirement accounts or Keogh [H.R. 10] plans maintained solely by or for the decedent or by or for the decedent and any spouse, and trust and certain other arrangements where the decedent has the right to receive all or a portion of the income and such person has substantially all of the rights of a Beneficial Owner during such person's lifetime.

In the case of a redemption request which is presented on behalf of a deceased Beneficial Owner and that has not been fulfilled at the time the Company gives notice of its election to redeem the Bonds of the Seventeenth Series, the Bonds of the Seventeenth Series that are the subject of such pending redemption request shall be redeemed prior to any other Bonds of the Seventeenth Series.

Any redemption request may be withdrawn by the person(s) presenting such request upon delivery of a written request for withdrawal given by the Participant on behalf of such person to the depository and by the depository to the Trustee not less than 60 days prior to the interest payment date on which such Bonds of the Seventeenth Series are eligible for redemption.

The Company may, at its option, purchase any Bonds of the Seventeenth Series for which redemption requests have been received in lieu of redeeming such bonds. Any Bonds of the Seventeenth Series so purchased by the Company shall either be reoffered for sale and sold within 180 days after the date of purchase or presented to the Trustee for redemption and cancellation.

During any time in which the Bonds of the Seventeenth Series are not represented by a global security and are issued in definitive form:

• all references in this Section 2.02(e) to Participants and the depository, including the depository's governing rules, regulations and procedures shall be deemed deleted;

• all determinations that the Participants are required to make as described in this Section 2.02(e) shall be made by the Company (including, without limitation, determining whether the applicable decedent is in fact the Beneficial Owner of the interest in the Bonds of the Seventeenth Series to be redeemed or is in fact deceased and whether the Representative is duly authorized to request redemption on behalf of the applicable Beneficial Owner); and

• all redemption requests, to be effective, must

  • be delivered by the Representative to the Trustee, with a copy to the Company;

  • be in the form of a redemption request substantially in the form attached as Exhibit B (with appropriate changes to reflect the fact that such redemption request is being executed by a Representative); and

  • be accompanied by the Bond of the Seventeenth Series that is the subject of the redemption request, in addition to all documents that are otherwise required to accompany a redemption request.

(f) The Company shall notify Financial Guaranty of the redemption of any of the Bonds of the Seventeenth Series.

Section 2.03. Certain Rights of Financial Guaranty. To the extent permitted by law and so long as Financial Guaranty is in compliance with its obligations under its Surety Bond (Policy No. 04010544):

(a) Notwithstanding any other provision of the Indenture, Financial Guaranty shall be entitled to control and direct the enforcement of all rights and remedies with respect to the Bonds of the Seventeenth Series (including but not limited to any right to accelerate the Bonds of the Seventeenth Series), except for the rights described in Section 2.02(e) hereof, upon the occurrence and continuation of an event of default under the Indenture to the same extent as if it were the holder of the Bonds of the Seventeenth Series. In determining whether a payment default has occurred or whether a payment on the Bonds of the Seventeenth Series has been made, no effect shall be given to payments made by Financial Guaranty under the Surety Bond.

(b) No amendment, supplement or change to, or other modification of, the Indenture, requiring the consent of the holders of the Bonds of the Seventeenth Series, shall be effective without the prior written consent of Financial Guaranty. Any rating agency rating the Bonds of the Seventeenth Series shall receive notice of each amendment and a copy thereof at least 15 days in advance of its execution or adoption. Financial Guaranty shall be provided with a full transcript of all proceedings relating to the execution of any such amendment or supplement.

Section 2.04 Additional Provisions Relating to Defaults. So long as any Bonds of the Seventeenth Series remain outstanding, (a) Financial Guaranty shall receive immediate notice of any payment default and notice of any other default known to the Trustee or the Company within 30 days of the Trustee's or the Company's knowledge thereof; (b) Financial Guaranty shall be included as a party in interest and as a party entitled to (i) notify the Company, the Trustee, or any applicable receiver of the occurrence of a default and (ii) request the Trustee or any such receiver to intervene in judicial proceedings that affect the Bonds of the Seventeenth Series or the security therefor; and (c) any acceleration of the Bonds of the Seventeenth Series or any annulment thereof shall be subject to the prior written consent of Financial Guaranty (if it has not failed to comply with its obligations under the Surety Bond). The Trustee or such receiver shall be required to accept notice of def ault from Financial Guaranty.

Section 2.05 Transfer and Exchange. At the option of the registered owner, any Bonds of the Seventeenth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

Bonds of the Seventeenth Series shall be transferable, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York.

Upon any such exchange or transfer of Bonds of the Seventeenth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 2.05 of the Original Indenture, but the Company hereby waives any right to make a charge in addition thereto for any such exchange or transfer of Bonds of the Seventeenth Series.

Section 2.06. Dating of Bonds and Interest Payments. (a) Each Bond of the Seventeenth Series shall be dated as of the date of authentication and shall bear interest from the last preceding interest payment date to which interest shall have been paid (unless the date of such bond is an interest payment date to which interest is paid, in which case from the date of such bond); provided that each Bond of the Seventeenth Series dated prior to December 1, 2004 shall bear interest from the date of original issuance thereof; and provided, further, that if any Bond of the Seventeenth Series shall be authenticated and delivered upon a transfer of, or in exchange for or in lieu of, any other Bond or Bonds of the Seventeenth Series upon which interest is in default, it shall be dated so that such bond shall bear interest from the last preceding date to which interest shall have been paid on the bond or bonds in respect of which such bond shall have been delivered or from its date of origin al issuance, if no interest shall have been paid on the Bonds of the Seventeenth Series.

(b) Notwithstanding the foregoing, Bonds of the Seventeenth Series shall be dated so that the person in whose name any Bond of the Seventeenth Series is registered at the close of business on the Business Day immediately preceding an interest payment date shall be entitled to receive the interest payable on the interest payment date notwithstanding the cancellation of such bond upon any transfer or exchange thereof subsequent to such close of business and prior to such interest payment date, except if, and to the extent that, the Company shall default in the payment of interest due on such interest payment date, in which case such defaulted interest shall be paid to the persons in whose names Outstanding Bonds of the Seventeenth Series are registered at the close of business on the Business Day immediately preceding the date of payment of such defaulted interest. Any Bond of the Seventeenth Series issued upon any transfer or exchange subsequent to such close of business and prior to suc h interest payment date shall bear interest from such interest payment date. In the event there shall be more than one registered owner of Bonds of the Seventeenth Series, then the Company shall not be required to make transfers or exchanges of bonds of said series for a period of fifteen (15) days next preceding any interest payment date of said series.

ARTICLE III

OTHER PROVISIONS FOR RETIREMENT OF BONDS

Section 3.01  Exchange or Redemption upon Merger or Consolidation. The second sentence of subsection (a) of Section 3.04 of the First Supplemental Indenture, as amended and restated by the Seventh Supplemental Indenture, and as subsequently amended, is hereby further amended to insert the following words immediately after the words "the Thirteenth Supplemental Indenture":

", shall (as to the New LP&L Bonds being exchanged for the Bonds of the Seventeenth Series) be subject to redemption at the option of the Company on terms similar to those provided in the Thirteenth Supplemental Indenture,"

Section 3.02 Redemption Price upon Merger or Consolidation. The redemption price for any Bonds of the Seventeenth Series redeemed pursuant to subsection (b) of Section 3.04 of the First Supplemental Indenture, as amended and restated by the Seventh Supplemental Indenture, and as subsequently amended, shall be equal to the principal amount of the Bonds of the Seventeenth Series to be redeemed, plus accrued and unpaid interest thereon to the redemption date.

ARTICLE IV

COVENANTS

1. Maintenance of Paying Agency. So long as any bonds of the Seventeenth Series are Outstanding, the Company covenants that the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, where the principal of or interest on any bonds of the Seventeenth Series shall be payable, shall also be an office or agency where any such bonds may be transferred or exchanged and where notices, presentations or demands to or upon the Company in respect of such bonds or in respect of the Indenture may be given or made.
2. Further Assurances. From time to time whenever reasonably requested by the Trustee or the holders of a majority in principal amount of bonds of the Seventeenth Series then Outstanding, the Company will make, execute and deliver or cause to be made, executed and delivered any and all such further and other instruments and assurances as may be reasonably necessary or proper to carry out the intention of or to facilitate the performance of the terms of the Indenture or to secure the rights and remedies of the holders of such bonds.
3. Limitation on Restricted Payments. (a) So long as any bonds of the Seventeenth Series are Outstanding, the Company covenants that it will not declare any dividends on its common stock (other than (1) a dividend payable solely in shares of its common stock or (2) a dividend payable in cash in cases where, concurrently with the payment of such dividend, an amount in cash equal to such dividend is received by the Company as a capital contribution or as the proceeds of the issue and sale of shares of its common stock) or make any distribution on outstanding shares of its common stock or purchase or otherwise acquire for value any outstanding shares of its common stock (otherwise than in exchange for or out of the proceeds from the sale of other shares of its common stock) unless after such dividend, distribution, purchase or acquisition, the aggregate amount of such dividends, distributions, purchases and acquisitions paid or made subsequent to July 31, 2004 (other than any divide nd declared by the Company on or before July 31, 2004) does not exceed (without giving effect to (1) any such dividends, distributions, purchases or acquisitions or (2) any net transfers from earned surplus to stated capital accounts) the sum of (A) the aggregate amount credited subsequent to July 31, 2004, to earned surplus, (B) $150,000,000 and (C) such additional amounts as shall be authorized or approved, upon application by the Company and, after notice, by the SEC under the Holding Company Act.

For the purpose of this Section 4.03, the aggregate amount credited subsequent to July 31, 2004, to earned surplus shall be determined in accordance with applicable generally accepted accounting principles and practices (or, if in the opinion of the Company's independent public accountants (delivered to the Trustee) there is an absence of any such generally accepted accounting principles and practices as to the determination in question, then in accordance with sound accounting practices) and after making provision for dividends upon any preferred stock of the Company accumulated subsequent to such date, and in addition there shall be deducted from earned surplus all amounts (without duplication) of losses, write-offs, write-downs or amortization of property, whether extraordinary or otherwise, recorded in and applicable to a period or periods subsequent to July 31, 2004.

ARTICLE V

MISCELLANEOUS PROVISIONS

1. Acceptance of Trusts. The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Original Indenture, as heretofore supplemented, set forth and upon the following terms and conditions:

   The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Thirteenth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are solely made by the Company. In general, each and every term and condition contained in Article XVI of the Original Indenture shall apply to and form part of this Thirteenth Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Thirteenth Supplemental Indenture.

2. Effect of Thirteenth Supplemental Indenture under Louisiana Law. It is the intention and it is hereby agreed that so far as concerns that portion of the Mortgaged and Pledged Property situated within the State of Louisiana, the general language of conveyance contained in this Thirteenth Supplemental Indenture is intended and shall be construed as words of hypothecation and not of conveyance, and that so far as the said Louisiana property is concerned, this Thirteenth Supplemental Indenture shall be considered as an act of mortgage and pledge and granting of a security interest under the laws of the State of Louisiana, and the Trustees herein named are named as mortgagee and pledge and secured parties in trust for the benefit of themselves and of all present and future holders of bonds issued under the Indenture and any coupons thereto issued hereunder, and are irrevocably appointed special agents and representatives of the holders of such bonds and coupons and vested with full power in their behalf to effect and enforce the mortgage and pledge and a security interest hereby constituted for their benefit, or otherwise to act as herein provided for.
3. Record Date. The holders of the Bonds of the Seventeenth Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the Bonds of the Seventeenth Series entitled to consent, if any such consent is required, to any amendment or supplement to the Indenture or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders of the Bonds of the Seventeenth Series at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders of the Bonds of the Seventeenth Series after such record date. No such consent shall be valid or effective for more than 90 days after such record date.
4. Claim Procedures. (a) If, on the day any interest payment for the Bonds of the Seventeenth Series is due there is not on deposit with the Trustee sufficient moneys available to pay all principal of and interest on such Bonds of the Seventeenth Series due on such date, the Trustee shall immediately notify Financial Guaranty and U.S. Bank Trust National Association, New York, New York or its successor as its Fiscal Agent (the "Fiscal Agent") of the amount of such deficiency. If, by said interest payment date, the Company has not provided the amount of such deficiency, the Trustee shall simultaneously make available to Financial Guaranty and to the Fiscal Agent the registration books for the Bonds maintained by the Trustee. In addition:

(i) The Trustee shall provide Financial Guaranty with a list of the holders of the Bonds of the Seventeenth Series entitled to receive principal or interest payments from Financial Guaranty under the terms of the Surety Bond and shall make arrangements for Financial Guaranty and its Fiscal Agent (1) to mail checks or drafts to such holders of the Bonds of the Seventeenth Series entitled to receive full or partial interest payments from Financial Guaranty and (2) to pay principal of the Bonds of the Seventeenth Series surrendered to the Fiscal Agent by the holders of such bonds entitled to receive full or partial principal payments from Financial Guaranty; and

(ii) The Trustee shall, at the time it makes the registration books available to Financial Guaranty pursuant to (i) above, notify holders of the Bonds of the Seventeenth Series entitled to receive the payment of principal of or interest on the Bonds of the Seventeenth Series from Financial Guaranty (1) as to the fact of such entitlement, (2) that Financial Guaranty will remit to them all or part of the interest payments coming due subject to the terms of the Surety Bond, (3) that, except as provided in paragraph (b) below, in the event that any holder of the Bonds of the Seventeenth Series is entitled to receive full payment of principal from Financial Guaranty, such holder must tender his Bond of the Seventeenth Series with the instrument of transfer in the form provided on such bond executed in the name of Financial Guaranty, and (4) that, except as provided in paragraph (b) below, in the event that such holder is entitled to receive partial payment of principal from Financial Guarant y, such holder must tender his Bond of the Seventeenth Series for payment first to the Trustee, which shall note on such bond the portion of principal paid by the Trustee, and then, with an acceptable form of assignment executed in the name of Financial Guaranty, to the Fiscal Agent, which will then pay the unpaid portion of principal to the holder subject to the terms of the Surety Bond.

(b) In the event that the Trustee has notice that any payment of principal of or interest on a Bond of the Seventeenth Series has been recovered from a holder of a Bond of the Seventeenth Series pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Trustee shall, at the time it provides notice to Financial Guaranty, notify all holders of the Bonds of the Seventeenth Series that in the event that any such holder's payment is so recovered, such holder will be entitled to payment from Financial Guaranty to the extent of such recovery, and the Trustee shall furnish to Financial Guaranty its records evidencing the payments of principal of and interest on the Bonds of the Seventeenth Series which have been made by the Trustee and subsequently recovered from such holders, and the dates on which such payments were made.

(c) Financial Guaranty shall, to the extent it makes payment of principal of or interest on the Bonds of the Seventeenth Series, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Surety Bond and, to evidence such subrogation, (A) in the case of subrogation as to claims for past due interest, the Trustee shall note Financial Guaranty's rights as subrogee on the registration books maintained by the Trustee upon receipt from Financial Guaranty of proof of the payment of interest thereon to the holders of such Bonds of the Seventeenth Series and (B) in the case of subrogation as to claims for past due principal, the Trustee shall note Financial Guaranty's rights as subrogee on the registration books for the Bonds of the Seventeenth Series maintained by the Trustee upon receipt of proof of the payment of principal thereof to the holders of such Bonds of the Seventeenth Series. Notwithstanding anything herein or in the Bonds of the Sevente enth Series to the contrary, the Trustee shall make payment of such past due interest and past due principal directly to Financial Guaranty to the extent that Financial Guaranty is a subrogee with respect thereto.

Section 5.05. Certain Notices. The addresses for notices to Financial Guaranty and the Fiscal Agent are:

Financial Guaranty Insurance Company
125 Park Avenue
New York, New York 10017
Attention: Risk Management

U.S. Bank Trust National Association
100 Wall Street, 19^th floor
New York, New York 10005
Attention: Corporate Trust Department

Section 5.06 Defeasance. To the extent not otherwise prohibited under the Indenture, only cash, direct non-callable obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, to which direct obligation or guarantee the full faith and credit of the United States of America has been pledged, Refcorp interest strips, CATS, TIGRS, STRPS, or defeased municipal bonds rated AAA by S&P or Aaa by Moody's (or any combination of the foregoing) shall be used to effect defeasance of the Bonds of the Seventeenth Series unless Financial Guaranty otherwise approves. In the event of an advance refunding, the Company shall cause to be delivered a verification report of an independent nationally recognized certified public accountant. If a forward supply contract is employed in connection with the refunding, (i) such verification report shall expressly state that the adequacy of the escrow to accomplish the refunding relies solely on the initial escrowed investments and the maturing principal thereof and interest income thereon and does not assume performance under or compliance with the forward supply contract, and (ii) the applicable escrow agreement shall provide that in the event of any discrepancy or difference between the terms of the forward supply contract and the escrow agreement (or the authorizing document, if no separate escrow agreement is utilized), the terms of the escrow agreement or authorizing document, if applicable, shall be controlling.

Section 5.07 Titles. The titles of the several Articles and Sections of this Thirteenth Supplemental Indenture shall not be deemed to be any part hereof.

Section 5.08 Counterparts. This Thirteenth Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 5.09 Governing Law. The laws of the State of New York shall govern this Thirteenth Supplemental Indenture and the Bonds of the Seventeenth Series, except to the extent that the validity or perfection of the Lien of the Indenture, or remedies thereunder, are governed by the laws of a jurisdiction other than the State of New York.

ARTICLE VI

SPECIFIC DESCRIPTION OF PROPERTY

PARAGRAPH ONE

The Electric Generating Plants, Plant Sites and Stations of the Company, including all electric works, power houses, buildings, pipelines and structures owned by the Company and all land of the Company on which the same are situated and all of the Company's lands, together with the buildings and improvements thereon, and all rights, ways, servitudes, prescriptions, and easements, rights-of-way, permits, privileges, licenses, poles, wires, machinery, implements, switchyards, electric lines, equipment and appurtenances, forming a part of said plants, sites or stations, or any of them, or used or enjoyed, or capable of being used or enjoyed in conjunction with any of said power plants, sites, stations, lands and property.

PARAGRAPH TWO

The Electric Substations, Switching Stations, Microwave installations and UHF-VHF installations of the Company, and the Sites therefor, including all buildings, structures, towers, poles, all equipment, appliances and devices for transforming, converting, switching, transmitting and distributing electric energy, and for communications, and the lands of the Company on which the same are situated, and all of the Company's lands, rights, ways, servitudes, prescriptions, easements, rights-of-way, machinery, equipment, appliances, devices, licenses and appurtenances forming a part of said substations, switching stations, microwave installations or UHF-VHF installations, or any of them, or used or enjoyed or capable of being used or enjoyed in conjunction with any of them.

PARAGRAPH THREE

All and singular the Miscellaneous Lands and Real Estate or Rights and Interests therein of the Company, and buildings and improvements thereon, now owned, or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired during the existence of this trust.

PARAGRAPH FOUR

The Electric Transmission Lines of the Company, including the structures, towers, poles, wires, cables, switch racks, conductors, transformers, insulators, pipes, conduits, electric submarine cables, and all appliances, devices and equipment used or useful in connection with said transmission lines and systems, and all other property, real, personal or mixed, forming a part thereof or appertaining thereto, together with all rights-of-way, easements, prescriptions, servitudes, permits, privileges, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, through, over, across, under or upon any public streets or highways or other lands, public or private.

PARAGRAPH FIVE

The Electric Distribution Lines and Systems of the Company, including the structures, towers, poles, wires, insulators and appurtenances, appliances, conductors, conduits, cables, transformers, meters, regulator stations and regulators, accessories, devices and equipment and all of the Company's other property, real, personal or mixed, forming a part of or used, occupied or enjoyed in connection with or in anywise appertaining to said distribution lines and systems, together with all of the Company's rights-of-way, easements, permits, prescriptions, privileges, municipal or other franchises, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, through, over, across, under, or upon any public streets or highways or other lands or property, public or private.

PARAGRAPH SIX

The Gas Distributing Systems of the Company, whether now owned or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired, including gas regulator stations, gas main crossings, odorizing equipment, gas metering stations, shops, service buildings, office buildings, expansion tanks, conduits, gas mains and pipes, mechanical storage sheds, boilers, service pipes, fittings, city gates, pipelines, booster stations, reducer stations, valves, valve platforms, connections, meters and all appurtenances, appliances, devices and equipment and all the Company's other property, real, personal or mixed forming a part of or used, occupied or enjoyed in connection with or in anywise appertaining to said distributing systems, or any of them, together with all of the Company's rights-of-way, easements, prescriptions, servitudes, privileges, immunities, permits and franchises, licenses, consents and rights for or relating to the construction, maintenance or operation thereo f, in, on, through, across or under any public streets or highways or other lands or property, public or private.

PARAGRAPH SEVEN

All of the franchises, privileges, permits, grants and consents for the construction, operation and maintenance of electric and gas systems in, on and under streets, alleys, highways, roads, public grounds and rights-of-way and all rights incident thereto which were granted by the governing and regulatory bodies of the City of New Orleans, State of Louisiana.

Also all other franchises, privileges, permits, grants and consents owned or hereafter acquired by the Company for the construction, operation and maintenance of electric and gas systems in, on or under the streets, alleys, highways, roads, and public grounds, areas and rights-of-way and/or for the supply and sale of electricity or natural gas and all rights incident thereto, subject, however, to the provisions of Section 15.03 of the Original Indenture.

IN WITNESS WHEREOF, ENTERGY NEW ORLEANS, INC. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries for and on its behalf, and THE BANK OF NEW YORK has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be attested by one of its Vice Presidents, Assistant Vice Presidents, Assistant Treasurers or Assistant Secretaries for and on its behalf, and STEPHEN J. GIURLANDO has hereunto set his hand, all as of the day and year first above written.

ENTERGY NEW ORLEANS, INC.

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

Attest:

/s/ Christopher T. Screen
Christopher T. Screen
Assistant Secretary

Executed, sealed and delivered by
ENTERGY NEW ORLEANS, INC.
in the presence of:

/s/ Myrna Romain
Myrna Romain

/s/ Joan Cusimano
Joan Cusimano

THE BANK OF NEW YORK
As Trustee

By: /s/ Robert A. Massimillo
Robert A. Massimillo

Vice President

Attest:

Kisha Holder
Assistant Vice President

/s/ Stephen J. Giurlando
STEPHEN J. GIURLANDO,
As Co-Trustee

Executed, sealed and delivered by
THE BANK OF NEW YORK and
STEPHEN J. GIURLANDO
in the presence of:

/s/ Ada Li
Ada Li

/s/ Robert Hirsch
Robert Hirsch

STATE OF LOUISIANA )
                                         ) SS.:
PARISH OF ORLEANS )

On this 20th day of August, 2004, before me appeared Steven C. McNeal, to me personally known, who, being duly sworn, did say that he is the Vice President and Treasurer of ENTERGY NEW ORLEANS, INC., and that the seal affixed to said instrument is the corporate seal of said corporation and that the foregoing instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said Steven C. McNeal acknowledged said instrument to be the free act and deed of said corporation.

On the 20^th day of August, 2004, before me personally came Steven C. McNeal, to me known, who, being by me duly sworn, did depose and say that he resides at 8043 Winners Circle, Mandeville, Louisiana 70448; that he is the Vice President and Treasurer of ENTERGY NEW ORLEANS, INC., one of the parties described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

/s/ Jennifer Favalora
Notary Public
Parish of Orleans, State of Louisiana
Commission Expires: upon death

STATE OF NEW YORK
                                                } ss.:
COUNTY OF NEW YORK

On this 23^rd day of August, 2004, before me appeared Robert a. massimillo to me personally known, who, being by me duly sworn, did say that he is a Vice President of THE BANK OF NEW YORK, and that the seal affixed to the above instrument is the corporate seal of said corporation and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said Robert A. Massimillo acknowledged said instrument to be the free act and deed of said corporation.

On the 23^rd day of August, 2004, before me personally came Robert A. Massimillo, to me known, who, being by me duly sworn, did depose and say that he resides at 87 Brandis Avenue, Staten Island, New York 10312; that he is a Vice President of THE BANK OF NEW YORK, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal, that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

/s/ William J. Cassels
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Commission Expires May 18, 2006

STATE OF NEW YORK
                                                } ss.:
COUNTY OF NEW YORK

On this 23rd day of August, 2004, before me appeared STEPHEN J. GIURLANDO, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed.

On the 23rd day of August, 2004, before me personally came STEPHEN J. GIURLANDO, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same.

/s/ William J. Cassels
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Commission Expires May 18, 2006

EXHIBIT A

[FORM OF BOND OF THE SEVENTEENTH SERIES]
[(See legend at the end of this bond for
restrictions on transferability and change of form)]

INSURED QUARTERLY FIRST MORTGAGE BOND,
5.60% Series due September 1, 2024

	CUSIP No. 29364PAK9
No. R- __	$_________

ENTERGY NEW ORLEANS, INC., a corporation duly organized and existing under the laws of the State of Louisiana (the "Company"), for value received, hereby promises to pay to ____________, or registered assigns, at the office or agency of the Company in The City of New York, New York, the principal sum of $____________ on September 1, 2024, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay in like manner to the registered owner hereof interest thereon from the date of original issuance hereof, if the date of this bond is prior to December 1, 2004, or, if the date of this bond is on or after December 1, 2004, from the March 1, June 1, September 1 or December 1 next preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of five and sixty one hundredths pe rcent (5.60%) per annum in like coin or currency on March 1, June 1, September 1 and December 1, commencing December 1, 2004, and at maturity or earlier redemption until the principal of this bond shall have become due and been duly paid or provided for, and to pay interest (before and after judgment) on any overdue principal, premium, if any, and (to the extent permitted by law) on any overdue interest at the rate of six and sixty one hundredths percent (6.60%) per annum. Interest on this bond shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on this bond in respect of a portion of a month shall be calculated based on the actual number of days elapsed.

The interest so payable on any interest payment date will, subject to certain exceptions provided in the Mortgage hereinafter referred to, be paid to the person in whose name this bond is registered at the close of business on the Business Day immediately preceding such interest payment date. At the option of the Company, interest may be paid by check mailed on or prior to such interest payment date to the address of the person entitled thereto as such address shall appear on the register of the Company.

This bond shall not become obligatory until The Bank of New York, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

This bond is one of a series of bonds of the Company issuable in series and is one of a duly authorized series of Insured Quarterly First Mortgage Bonds, 5.60% Series due September 1, 2024 (herein called bonds of the Seventeenth Series), all bonds of all series issued under and equally secured by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, called the Mortgage), dated as of May 1, 1987, duly executed by the Company to Bank of Montreal Trust Company (The Bank of New York, successor) and Z. George Klodnicki (Stephen J. Giurlando, successor), as Trustees. Reference is made to the Mortgage for a description of the mortgaged and pledged property, assets and rights, the nature and extent of the lien and security, the respective rights, limitations of rights, covenants, obligations, duties and immunities thereunder of the Company, the holders of bonds and the Trustees and the terms and conditions upon which the bonds are, and are to be, secured, the cir cumstances under which additional bonds may be issued and the definition of certain terms herein used, to all of which, by its acceptance of this bond, the holder of this bond agrees.

The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a Default as in the Mortgage provided. The Mortgage provides that in certain circumstances and upon certain conditions, such a declaration and its consequences or certain past defaults and the consequences thereof may be waived by such affirmative vote of holders of bonds as is specified in the Mortgage.

The Mortgage contains provisions permitting the Company and the Trustee to execute supplemental indentures amending the Mortgage for certain specified purposes without the consent of holders of bonds. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds of the Seventeenth Series and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then Outstanding as are specified in the Mortgage.

Any consent or waiver by the holder of this bond (unless effectively revoked as provided in the Mortgage) shall be conclusive and binding upon such holder and upon all future holders of this bond and of any bonds issued in exchange or substitution herefor, irrespective of whether or not any notation of such consent or waiver is made upon this bond or such other bond.

No reference herein to the Mortgage and no provision of this bond or of the Mortgage shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this bond in the manner, at the respective times, at the rate and in the currency herein prescribed.

The bonds are issuable as registered bonds without coupons in the denominations of $1,000 and integral multiples thereof. At the office or agency to be maintained by the Company in The City of New York, New York, and in the manner and subject to the provisions of the Mortgage, bonds may be exchanged for a like aggregate principal amount of bonds of other authorized denominations, without payment of any charge other than a sum sufficient to reimburse the Company for any tax or other governmental charge incident thereto. This bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in The City of New York, New York, upon surrender of this bond, and upon payment, if the Company shall require it, of the transfer charges provided for in the Mortgage, and, thereupon, a new fully registered bond of the same series for a like principal amount will be issued to the transferee in exchange hereof as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes, and neither the Company nor the Trustees shall be affected by any notice to the contrary.

This bond is redeemable at the option of the Company under certain circumstances in the manner and at such redemption price as is provided in the Mortgage. This bond is also redeemable at the option of the owner and of the representative of any deceased owner of the bond upon the events and in the manner and at such redemption prices as are specified in the Mortgage. This bond is also mandatorily redeemable under certain circumstances in the manner and at such redemption price as is provided in the Mortgage.

No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

As provided in the Mortgage, this bond shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, Entergy New Orleans, Inc. has caused this bond to be signed in its corporate name by its Chairman of the Board, Chief Executive Officer, President or one of its Vice Presidents by his or her signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries by his or her signature or a facsimile thereof.

Dated:

ENTERGY NEW ORLEANS, INC.

By:
Title:

Attest:

Name:
Title:

[FORM OF TRUSTEE'S
AUTHENTICATION CERTIFICATE]

TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned mortgage.

THE BANK OF NEW YORK,
as Trustee,

By:
Authorized Signatory

[LEGEND

Unless and until this bond is exchanged in whole or in part for certificated bonds registered in the names of the various beneficial holders hereof as then certified to the Trustee by The Depository Trust Company or its successor (the "Depositary"), this bond may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate to be issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of the Depositary, and any amount payable thereunder is made payable to Cede & Co., or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

This bond may be exchanged for certificated bonds registered in the names of the various beneficial owners hereof if (a) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days or (b) the Company elects to issue certificated bonds to beneficial owners (as certified to the Company by the Depositary).]

STATEMENT OF INSURANCE

Financial Guaranty Insurance Company ("Financial Guaranty") has issued a surety bond containing the following provisions with respect to the Bonds, such surety bond being on file at the principal office of Trustee, as paying agent for the Bonds (the "Paying Agent"):

Financial Guaranty hereby unconditionally and irrevocably agrees to pay for disbursement to the Bondholders that portion of the principal of and interest on the Bonds which is then due for payment and which the issuer of the Bonds (the "Issuer") shall have failed to provide. Due for payment means, with respect to principal, the stated maturity date thereof, and does not refer to any earlier date on which the payment of principal or of the Bonds is due by reason of call for redemption, acceleration or other advancement of maturity, and with respect to interest, the stated date for payment of such interest.

Upon receipt of telephonic or telegraphic notice, subsequently confirmed in writing, or written notice by registered or certified mail, from a Bondholder or the Paying Agent to Financial Guaranty that the required payment of principal or interest has not been made by the Issuer to the Paying Agent, Financial Guaranty on the due date of such payment or within one business day after receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with U.S. Bank Trust National Association, or its successor as its agent (the "Fiscal Agent"), sufficient to make the portion of such payment not paid by the Issuer. Upon presentation to the Fiscal Agent of evidence satisfactory to it of the Bondholder's right to receive such payment and any appropriate instruments of assignment required to vest all of such Bondholder's right to such payment in Financial Guaranty, the Fiscal Agent will disburse such amount to the Bondholder.

As used herein the term "Bondholder" means the person other than the Issuer or the borrower(s) of Bond proceeds who at the time of nonpayment of a Bond is entitled under the terms of such Bond to payment thereof.

The surety bond is non-cancellable for any reason.

FINANCIAL GUARANTY INSURANCE COMPANY

EXHIBIT B

FORM OF REDEMPTION REQUEST
INSURED QUARTERLY FIRST MORTGAGE BONDS,
5.60% Series due September 1, 2024
(the "Bonds")

CUSIP NO. 29364PAK9

The undersigned, ____________________ (the "Participant"), does hereby certify, pursuant to the provisions of that certain Mortgage and Deed of Trust granted by Entergy New Orleans, Inc. (the "Company") to Bank of Montreal Trust Company (The Bank of New York, successor), as corporate trustee, and Z. George Klodnicki (Stephen J. Giurlando, successor), as trustee, dated as of May 1, 1987, as supplemented (the "Mortgage"), to The Depository Trust Company (the "depository"), the Company and the corporate trustee that:

1. [Name of deceased Beneficial Owner] is deceased.

2. [Name of deceased Beneficial Owner] had a $__________ interest in the above referenced Bonds.

3. [Name of Representative] is [Beneficial Owner's personal representative/other person authorized to represent the estate of the Beneficial Owner/surviving joint tenant/surviving tenant by the entirety/trustee of a trust] of [Name of deceased Beneficial Owner] and has delivered to the undersigned a request for redemption in form satisfactory to the undersigned, requesting that $__________ principal amount of said Bonds be redeemed pursuant to said Mortgage. The documents accompanying such request, all of which are in proper form, are in all respects satisfactory to the undersigned and the [Name of Representative] is entitled to have the Bonds to which this Request relates redeemed.

4. The Participant holds the interest in the Bonds with respect to which this Request for Redemption is being made on behalf of [Name of deceased Beneficial Owner].

5. The Participant hereby certifies that it will indemnify and hold harmless the depository, the corporate trustee, and the Company (including their respective officers, directors, agents, attorneys and employees), against all damages, loss, cost, expense (including reasonable attorneys' and accountants' fees), obligations, claims or liability (collectively, the "Damages") incurred by the indemnified party or parties as a result of or in connection with the redemption of Bonds to which this Request relates. The Participant will, at the request of the Company, forward to the Company, a copy of the documents submitted by [Name of Representative] in support of the request for redemption.

IN WITNESS WHEREOF, the undersigned has executed this Redemption Request as of ____________, _____.

[PARTICIPANT NAME]

By:
Name:
Title:

EX-4

Exhibit 4(e)

ENTERGY ARKANSAS, INC.

TO

DEUTSCHE BANK TRUST COMPANY AMERICAS

(successor to Guaranty Trust Company of New York)

AND

STANLEY BURG

(successor to Henry A. Theis)

AND

(as to property, real or personal, situated or being in Missouri)

BNY TRUST COMPANY OF MISSOURI

(successor to Marvin A. Mueller)

As Trustees under Entergy Arkansas, Inc.'s Mortgage and Deed of Trust,
Dated as of October 1, 1944

___________________________

SIXTY-SECOND SUPPLEMENTAL INDENTURE

Providing among other things for
First Mortgage Bonds, 6.38% Series due November 1, 2034 (Sixty-ninth Series)

__________________________

Dated as of October 1, 2004

SIXTY-SECOND SUPPLEMENTAL INDENTURE

INDENTURE, dated as of October 1, 2004, between ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas, whose post office address is 425 West Capitol, Little Rock, Arkansas 72201 (hereinafter sometimes called the "Company"), and DEUTSCHE BANK TRUST COMPANY AMERICAS (successor to Guaranty Trust Company of New York), a New York banking corporation, whose post office address is 60 Wall Street, MS NYC 60-2710, New York, New York 10005 (hereinafter sometimes called the "Corporate Trustee"), and STANLEY BURG (successor to Henry A. Theis), and (as to property, real or personal, situated or being in Missouri) BNY TRUST COMPANY OF MISSOURI (successor to Marvin A. Mueller), whose mailing address is 911 Washington Avenue, St. Louis, Missouri 63101 (said Stanley Burg being hereinafter sometimes called the "Co-Trustee", and said BNY Trust Company of Missouri being hereinafter sometimes called the "Missouri Co-Trustee", and the Corporate Trustee, the C o-Trustee and the Missouri Co-Trustee being hereinafter together sometimes called the "Trustees"), as Trustees under the Mortgage and Deed of Trust, dated as of October 1, 1944 (hereinafter sometimes called the "Mortgage"), which Mortgage was executed and delivered by the Company to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to which Mortgage is hereby made, this indenture (hereinafter called the "Sixty-second Supplemental Indenture") being supplemental thereto.

WHEREAS, the Mortgage was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, an instrument, dated as of July 7, 1949, was executed by the Company appointing Herbert E. Twyeffort as Co-Trustee in succession to Henry A. Theis (resigned) under the Mortgage, and by Herbert E. Twyeffort accepting said appointment, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, an instrument, dated as of March 1, 1960, was executed by the Company appointing Grainger S. Greene as Co-Trustee in succession to Herbert E. Twyeffort (resigned) under the Mortgage, and by Grainger S. Greene accepting said appointment, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, by the Twenty-first Supplemental Indenture mentioned below, the Company, among other things, appointed John W. Flaherty as Co-Trustee in succession to Grainger S. Greene (resigned) under the Mortgage, and John W. Flaherty accepted said appointment; and

WHEREAS, by the Thirty-third Supplemental Indenture mentioned below, the Company, among other things, appointed Marvin A. Mueller as Missouri Co-Trustee under the Mortgage, and Marvin A. Mueller accepted said appointment; and

WHEREAS, by the Thirty-fifth Supplemental Indenture mentioned below, the Company, among other things, appointed The Boatmen's National Bank of St. Louis as Missouri Co-Trustee in succession to Marvin A. Mueller (resigned) under the Mortgage, and The Boatmen's National Bank of St. Louis accepted said appointment; and

WHEREAS, an instrument, dated as of September 1, 1994, was executed by the Company appointing Bankers Trust Company as Trustee, and Stanley Burg as Co-Trustee, in succession to Morgan Guaranty Trust Company of New York (resigned) and John W. Flaherty (resigned), respectively, under the Mortgage and Bankers Trust Company and Stanley Burg accepted said appointments, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, by the Fifty-fifth Supplemental Indenture mentioned below, the Company, among other things, appointed Peter D. Van Cleve as Missouri Co-Trustee in succession to The Boatmen's National Bank of St. Louis (resigned) under the Mortgage, and Peter D. Van Cleve accepted said appointment; and

WHEREAS, by an instrument, dated as of May 31, 2000, the Company appointed BNY Trust Company of Missouri as Missouri Co-Trustee in succession to Peter D. Van Cleve (resigned) under the Mortgage, and BNY Trust Company of Missouri accepted said appointment, and said instrument was appropriately filed or recorded in various official records in the State of Missouri; and

WHEREAS, by an instrument, dated as of April 15, 2002, filed with the Banking Department of the State of New York, Bankers Trust Company, Trustee, effected a corporate name change pursuant to which, effective such date, it is known as Deutsche Bank Trust Company Americas; and

WHEREAS, by the Mortgage the Company covenanted that it would execute and deliver such supplemental indenture or indentures and such further instruments and do such further acts as might be necessary or proper to carry out more effectually the purposes of the Mortgage and to make subject to the lien of the Mortgage any property thereafter acquired and intended to be subject to the lien thereof; and

WHEREAS, the Company executed and delivered to the Trustees the following supplemental indentures:

Designation	Dated as of
First Supplemental Indenture	July 1, 1947
Second Supplemental Indenture	August 1, 1948
Third Supplemental Indenture	October 1, 1949
Fourth Supplemental Indenture	June 1, 1950
Fifth Supplemental Indenture	October 1, 1951
Sixth Supplemental Indenture	September 1, 1952
Seventh Supplemental Indenture	June 1, 1953
Eighth Supplemental Indenture	August 1, 1954
Ninth Supplemental Indenture	April 1, 1955
Tenth Supplemental Indenture	December 1, 1959
Eleventh Supplemental Indenture	May 1, 1961
Twelfth Supplemental Indenture	February 1, 1963
Thirteenth Supplemental Indenture	April 1, 1965
Fourteenth Supplemental Indenture	March 1, 1966
Fifteenth Supplemental Indenture	March 1, 1967
Sixteenth Supplemental Indenture	April 1, 1968
Seventeenth Supplemental Indenture	June 1, 1968
Eighteenth Supplemental Indenture	December 1, 1969
Nineteenth Supplemental Indenture	August 1, 1970
Twentieth Supplemental Indenture	March 1, 1971
Twenty-first Supplemental Indenture	August 1, 1971
Twenty-second Supplemental Indenture	April 1, 1972
Twenty-third Supplemental Indenture	December 1, 1972
Twenty-fourth Supplemental Indenture	June 1, 1973
Twenty-fifth Supplemental Indenture	December 1, 1973
Twenty-sixth Supplemental Indenture	June 1, 1974
Twenty-seventh Supplemental Indenture	November 1, 1974
Twenty-eighth Supplemental Indenture	July 1, 1975
Twenty-ninth Supplemental Indenture	December 1, 1977
Thirtieth Supplemental Indenture	July 1, 1978
Thirty-first Supplemental Indenture	February 1, 1979
Thirty-second Supplemental Indenture	December 1, 1980
Thirty-third Supplemental Indenture	January 1, 1981
Thirty-fourth Supplemental Indenture	August 1, 1981
Thirty-fifth Supplemental Indenture	February 1, 1982
Thirty-sixth Supplemental Indenture	December 1, 1982
Thirty-seventh Supplemental Indenture	February 1, 1983
Thirty-eighth Supplemental Indenture	December 1, 1984
Thirty-ninth Supplemental Indenture	December 1, 1985
Fortieth Supplemental Indenture	July 1, 1986
Forty-first Supplemental Indenture	July 1, 1989
Forty-second Supplemental Indenture	February 1, 1990
Forty-third Supplemental Indenture	October 1, 1990
Forty-fourth Supplemental Indenture	November 1, 1990
Forty-fifth Supplemental Indenture	January 1, 1991
Forty-sixth Supplemental Indenture	August 1, 1992
Forty-seventh Supplemental Indenture	November 1, 1992
Forty-eighth Supplemental Indenture	June 15, 1993
Forty-ninth Supplemental Indenture	August 1, 1993
Fiftieth Supplemental Indenture	October 1, 1993
Fifty-first Supplemental Indenture	October 1, 1993
Fifty-second Supplemental Indenture	June 15, 1994
Fifty-third Supplemental Indenture	March 1, 1996
Fifty-fourth Supplemental Indenture	March 1, 1997
Fifty-fifth Supplemental Indenture	March 1, 2000
Fifty-sixth Supplemental Indenture	July 1, 2001
Fifty-seventh Supplemental Indenture	March 1, 2002
Fifty-eighth Supplemental Indenture	November 1, 2002
Fifty-ninth Supplemental Indenture	May 1, 2003
Sixtieth Supplemental Indenture	June 1, 2003
Sixty-first Supplemental Indenture	June 15, 2003

which supplemental indentures were appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming, as applicable; and

WHEREAS, in addition to the property described in the Mortgage, as heretofore supplemented, the Company has acquired certain other property, rights and interests in property; and

WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Mortgage, as supplemented, the following series of First Mortgage Bonds:

Series	Principal Amount Issued	Principal Amount Outstanding
3 1/8% Series due 1974	$30,000,000	None
2 7/8% Series due 1977	11,000,000	None
3 1/8% Series due 1978	7,500,000	None
2 7/8% Series due 1979	8,700,000	None
2 7/8% Series due 1980	6,000,000	None
3 5/8% Series due 1981	8,000,000	None
3 1/2% Series due 1982	15,000,000	None
4 1/4% Series due 1983	18,000,000	None
3 1/4% Series due 1984	7,500,000	None
3 3/8% Series due 1985	18,000,000	None
5 5/8% Series due 1989	15,000,000	None
4 7/8% Series due 1991	12,000,000	None
4 3/8% Series due 1993	15,000,000	None
4 5/8% Series due 1995	25,000,000	None
5 3/4% Series due 1996	25,000,000	None
5 7/8% Series due 1997	30,000,000	None
7 3/8% Series due 1998	15,000,000	None
9 1/4% Series due 1999	25,000,000	None
9 5/8% Series due 2000	25,000,000	None
7 5/8% Series due 2001	30,000,000	None
8 % Series due August 1, 2001	30,000,000	None
7 3/4% Series due 2002	35,000,000	None
7 1/2% Series due December 1, 2002	15,000,000	None
8 % Series due 2003	40,000,000	None
8 1/8% Series due December 1, 2003	40,000,000	None
10 1/2% Series due 2004	40,000,000	None
9 1/4% Series due November 1, 1981	60,000,000	None
10 1/8% Series due July 1, 2005	40,000,000	None
9 1/8% Series due December 1, 2007	75,000,000	None
9 7/8% Series due July 1, 2008	75,000,000	None
10 1/4% Series due February 1, 2009	60,000,000	None
16 1/8% Series due December 1, 1986	70,000,000	None
4 1/2% Series due September 1, 1983	1,202,000	None
5 1/2% Series due January 1, 1988	598,310	None
5 5/8% Series due May 1, 1990	1,400,000	None
6 1/4% Series due December 1, 1996	3,560,000	None
9 3/4% Series due September 1, 2000	4,600,000	None
8 3/4% Series due March 1, 1998	9,800,000	None
17 3/8% Series due August 1, 1988	75,000,000	None
16 1/2% Series due February 1, 1991	80,000,000	None
13 3/8% Series due December 1, 2012	75,000,000	None
13 1/4% Series due February 1, 2013	25,000,000	None
14 1/8% Series due December 1, 2014	100,000,000	None
Pollution Control Series A	128,800,000	None
10 1/4% Series due July 1, 2016	50,000,000	None
9 3/4% Series due July 1, 2019	75,000,000	None
10% Series due February 1, 2020	150,000,000	None
10 3/8% Series due October 1, 2020	175,000,000	None
Solid Waste Disposal Series A	21,066,667	None
Solid Waste Disposal Series B	28,440,000	None
7 1/2% Series due August 1, 2007	100,000,000	None
7.90% Series due November 1, 2002	25,000,000	None
8.70% Series due November 1, 2022	25,000,000	None
Pollution Control Series B	46,875,000	46,875,000
6.65% Series due August 1, 2005	115,000,000	None
6 % Series due October 1, 2003	155,000,000	None
7 % Series due October 1, 2023	175,000,000	175,000,000
Pollution Control Series C	20,319,000	20,319,000
Pollution Control Series D	9,586,400	9,586,400
8 3/4% Series due March 1, 2026	85,000,000	None
7% Series due March 1, 2002	85,000,000	None
7.72 % Series due March 1, 2003	100,000,000	None
6 1/8 % Series due July 1, 2005	100,000,000	100,000,000
6.70% Series due April 1, 2032	100,000,000	100,000,000
6.00% Series due November 1, 2032	100,000,000	100,000,000
5.40% Series due May 1, 2018	150,000,000	150,000,000
5.90% Series due June 1, 2033	100,000,000	100,000,000
5% Series due July 1, 2018	115,000,000	115,000,000

which bonds are also hereinafter sometimes called bonds of the First through Sixty-eighth Series, respectively; and

WHEREAS, Section 8 of the Mortgage provides that the form of each series of bonds (other than the First Series) issued thereunder and of the coupons to be attached to coupon bonds of such series shall be established by Resolution of the Board of Directors of the Company and that the form of such series, as established by said Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such provisions not inconsistent with the provisions of the Mortgage as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and/or secured under the Mortgage; and

WHEREAS, Section 120 of the Mortgage provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Mortgage, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations or restrictions for the benefit of any one or more series of bonds issued thereunder, or the Company may cure any ambiguity contained therein or in any supplemental indenture, or may establish the terms and provisions of any series of bonds other than said First Series, by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in which any property at the time subject to the lien of the Mortgage shall be situated; and

WHEREAS, the Company now desires to create a new series of bonds, hereinafter referred to as bonds of the Sixty-ninth Series, unless the context otherwise requires, and (pursuant to the provisions of Section 120 of the Mortgage) to add to its covenants and agreements contained in the Mortgage, as heretofore supplemented, certain other covenants and agreements to be observed by it and to alter and amend in certain respects the covenants and provisions contained in the Mortgage, as heretofore supplemented; and

WHEREAS, the execution and delivery by the Company of this Sixty-second Supplemental Indenture, and the terms of the bonds of the Sixty-ninth Series, have been duly authorized by the Board of Directors of the Company by appropriate Resolutions of said Board of Directors.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That the Company, in consideration of the premises and of One Dollar to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustees and in order further to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Mortgage, according to their tenor and effect and the performance of all the provisions of the Mortgage (including any instruments supplemental thereto and any modifications made as in the Mortgage provided) and of said bonds, hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, hypothecates, affects, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage) unto BNY Trust Company of Missouri (as to property, real or personal, situated or being in Missouri) and Stanley Bur g (but, as to property, real or personal, situated or being in Missouri, only to the extent of his legal capacity to hold the same for the purposes hereof) and (to the extent of its legal capacity to hold the same for the purposes hereof) to Deutsche Bank Trust Company Americas, as Trustees under the Mortgage, and to their successor or successors in said trust, and to them and their successors and assigns forever, all property, real, personal or mixed, of any kind or nature acquired by the Company after the date of the execution and delivery of the Mortgage (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), now owned or, subject to the provisions of Section 87 of the Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general descriptio n contained in this Sixty-second Supplemental Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto; all street and interurban railway and transportation lines and systems, terminal systems and facilities; all bridges, culverts, tracks, railways, sidings, spurs, wyes, roadbeds, trestles and viaducts; all overground and underground trolleys and feeder wires; all telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, ice o r refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof, all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same and (except as herein or in the Mortgage, as heretofore sup plemented, expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented, described.

TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the Mortgage) the tolls, rents, revenues, issues, earnings, income, product and profits thereof and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof.

IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 87 of the Mortgage, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Mortgage, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and by the Mortgage and as fully embraced within the lien hereof and the lien of the Mortgage, as heretofore supplemented, as if such property, rights and franchises were now owned by the Company and were specifically described herein or in the Mortgage and conveyed hereby or thereby.

PROVIDED THAT the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder and are hereby expressly excepted from the lien and operation of this Sixty-second Supplemental Indenture and from the lien and operation of the Mortgage, as heretofore supplemented, viz: (1) cash, shares of stock, bonds, notes and other obligations and other securities not hereafter specifically pledged, paid, deposited, delivered or held under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the purpose of sale in the usual course of business or for the purpose of repairing or replacing (in whole or in part) any street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles or other vehicles or aircraft, and fuel, oil and similar materials and supplies consumable in the operation of any properties of the Company; street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles and other vehicles and all aircraft; (3) bills, notes and accounts receivable, judgments, demands and choses in action, and all contracts, leases and operating agreements not specifically pledged under the Mortgage, as heretofore supplemented, or covenanted so to be; the Company's contractual rights or other interest in or with respect to tires not owned by the Company; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the lien of the Mortgage; (5) electric energy, gas, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; all timber, minerals, mineral rights and royalties; (6) the Company's franchise to be a corporation; (7) the properties heretofore sold or in the process of being sold by the Company and heretofore released from the Mortgage and Deed of Trust dated as of October 1, 1926 from Arkansas Power & Light Company to Guaranty Trust Company of New York, trustee, and specifically described in a release instrument executed by Guaranty Trust Company of New York, as trustee, dated October 13, 1938, which release has heretofore been delivered by the said trustee to the Company and recorded by the Company in the office of the Recorder for Garland County, Arkansas, in Record Book 227, Page 1, all of said properties being located in Garland County, Arkansas; and (8) any property heretofore released pursuant to any provisions of the Mortgage and not heretofore disposed of by the Company; provided, however, that the property and rights expressly excepted from the lien and operation of the Mortgage, as heretofore supplemented, and this Sixty-second Supplemental Indenture in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that any or all of the Trustees or a receiver or trustee shall ente r upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof.

TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto BNY Trust Company of Missouri (as to property, real or personal, situated or being in Missouri), and unto Stanley Burg (but, as to property, real or personal, situated or being in Missouri, only to the extent of his legal capacity to hold the same for the purposes hereof) and (to the extent of its legal capacity to hold the same for the purposes hereof) unto Deutsche Bank Trust Company Americas, as Trustees, and their successors and assigns forever.

IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Mortgage, as heretofore supplemented, this Sixty-second Supplemental Indenture being supplemental to the Mortgage.

AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage, as heretofore supplemented, shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of the Company and Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors in the trust in the same manner and with the same effect as if said property had been owned by the Company at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustees, by the Mortgage as a part of the property therein stated to be conveyed.

The Company further covenants and agrees to and with the Trustees and their successors in said trust under the Mortgage, as follows:

1. 
   
   SIXTY-NINTH SERIES OF BONDS

   1. There shall be a series of bonds designated "6.38% Series due November 1, 2034" (herein sometimes called the "Sixty-ninth Series"), each of which shall also bear the descriptive title "First Mortgage Bond", and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the Sixty-ninth Series (which shall be initially issued in the aggregate principal amount of $60,000,000) shall mature on November 1, 2034, shall be issued as fully registered bonds in the denomination of One Thousand Dollars and, at the option of the Company, in any multiple or multiples of One Thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof), shall bear interest at the rate of 6.38% per annum, the first interest payment to be made on May 1, 2005, for the period from October 12, 2004 to Ma y 1, 2005 with subsequent interest payments payable semi-annually on May 1 and November 1 of each year (each an "Interest Payment Date"), shall be dated as in Section 10 of the Mortgage provided, and the principal of and interest on each said bond shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts.

Interest on the bonds of the Sixty-ninth Series will be computed on the basis of a 360-day year of twelve 30-day months. In any case where any Interest Payment Date, redemption date or maturity of any bond of the Sixty-ninth Series shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding Interest Payment Date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, redemption date or maturity, as the case may be, to such Business Day. "Business Day" means any day, other than a Saturday or a Sunday, or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain cl osed or a day on which the corporate trust office of the Corporate Trustee is closed for business.

So long as all of the bonds of the Sixty-ninth Series are held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest on the bonds of the Sixty-ninth Series shall be the Business Day immediately preceding the corresponding Interest Payment Date; provided, however, that the record date for the payment of interest which is paid after such Interest Payment Date, shall be the Business Day immediately preceding the date on which such interest is paid. Interest on the bonds of the Sixty-ninth Series shall be paid to the Person in whose name such bonds of the Sixty-ninth Series are registered at the close of business on the record date for the corresponding Interest Payment Date.

(I) Form of Bonds of the Sixty-ninth Series.

The Bonds of the Sixty-ninth Series, and the Corporate Trustee's authentication certificate to be executed on the Bonds of the Sixty-ninth Series, shall be in substantially the following forms, respectively:

[FORM OF FACE OF BOND OF THE SIXTY-NINTH SERIES]

[depository legend]

Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

(TEMPORARY REGISTERED BOND)

No. TR-__
$60,000,000

CUSIP 29364D AK 6

ENTERGY ARKANSAS, INC.
FIRST MORTGAGE BOND, 6.38% SERIES
DUE NOVEMBER 1, 2034

ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas (hereinafter called the Company), for value received, hereby promises to pay to CEDE & CO. or registered assigns, on November 1, 2034 at the office or agency of the Company in the Borough of Manhattan, The City of New York,

SIXTY MILLION DOLLARS

in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay to the registered owner hereof interest thereon from October 12, 2004, if the date of this bond is prior to May 1, 2005, or if the date of this bond is on or after May 1, 2005, from the May 1 or November 1 next preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of 6.38% per annum in like coin or currency at said office or agency on May 1 and November 1 of each year, commencing May 1, 2005, until the principal of this bond shall have become due and payable, and to pay interest on any overdue principal and (to the extent that payment of such interest is enforceable under the applicable law) on any overdue installment of interest at the rate of 6% per annum. So long as this bond is held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest hereon shall be the Business Day (as defined in the Sixty-second Supplemental Indenture referred to below) immediately preceding the date on which interest is due; provided, however, that the record date for the payment of interest which is paid after the date on which such interest is due, shall be the Business Day immediately preceding the date on which such interest is paid. Interest hereon shall be paid to the Person in whose name this bond is registered at the close of business on the record date for the payment of such interest. If any interest payment date for this bond falls on a day that is not a Business Day, the payment of interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such interest payment date. If the maturity date or any redemption date of this bond falls on a day that is not a Business Day, the payment of principa l and interest (to the extent payable with respect to the principal being redeemed if on a redemption date) will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the maturity date or such redemption date.

This bond is a temporary bond and is one of an issue of bonds of the Company issuable in series and is one of a series known as its First Mortgage Bonds, 6.38% Series due November 1, 2034, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, including the Sixty-second Supplemental Indenture dated as of October 1, 2004, called the Mortgage), dated as of October 1, 1944, executed by the Company to Guaranty Trust Company of New York (Deutsche Bank Trust Company Americas, successor) and Henry A. Theis (Stanley Burg, successor) and, as to property, real or personal, situated or being in Missouri, Marvin A. Mueller (BNY Trust Company of Missouri, successor), as Trustees. Reference is ma de to the Mortgage for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds and of the Trustees in respect thereof, the duties and immunities of the Trustees and the terms and conditions upon which the bonds are and are to be secured and the circumstances under which additional bonds may be issued. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then outstanding as are specified in the Mortgage.

The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a default as in the Mortgage provided.

In the manner prescribed in the Mortgage, this bond is transferable by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, together with a written instrument of transfer duly executed by the registered owner or by his duly authorized attorney, and thereupon a new fully registered temporary or definitive bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustees shall be affected by any notice to the contrary.

In the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

In the manner prescribed in the Mortgage, this temporary bond is exchangeable at the office or agency of the Company in the Borough of Manhattan, The City of New York, without charge, for a definitive bond or bonds of the same series of a like aggregate principal amount when such definitive bonds are prepared and ready for delivery.

As provided in the Mortgage, the Company shall not be required to make transfers or exchanges of bonds of any series for a period of ten days next preceding any interest payment date for bonds of said series, or next preceding any designation of bonds of said series to be redeemed, and the Company shall not be required to make transfers or exchanges of any bonds designated in whole or in part for redemption.

The bonds of this series are subject to redemption as provided in the Sixty-second Supplemental Indenture.

No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

This bond shall be construed in accordance with and governed by the laws of the State of New York.

This bond shall not become obligatory until Deutsche Bank Trust Company Americas, the Corporate Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused this bond to be signed in its corporate name by its President or one of its Vice Presidents by his signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof, on October 12, 2004.

ENTERGY ARKANSAS, INC.

By_____________________________
Steven C. McNeal
Vice President and Treasurer

Attest:

___________________________
Christopher T. Screen
Assistant Secretary

CORPORATE TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage.

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Corporate Trustee

By ___________________________
Authorized Officer

(II) The bonds of the Sixty-ninth Series shall be redeemable at the option of the Company, in whole or in part, on not less than 30 days nor more than 60 days notice prior to the date fixed for redemption, (a) at any time prior to November 1, 2009, at a redemption price equal to the greater of (i) 100% of the principal amount of such bonds of the Sixty-ninth Series to be redeemed and (ii) as determined by the Independent Investment Banker, the sum of (x) the present value of the payment on November 1, 2009 of the principal amount of such bonds of the Sixty-ninth Series to be redeemed plus (y) the sum of the present values of the remaining scheduled payments of interest on such bonds of the Sixty-ninth Series to be redeemed to November 1, 2009 (excluding the portion of any such interest accrued to such redemption date), discounted (for purposes of determining such present values) to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months ) at the Adjusted Treasury Rate plus 0.25%, and (b) at any time on or after November 1, 2009, prior to maturity of the bonds of the Sixty-ninth Series, at a redemption price equal to 100% of the principal amount of such bonds of the Sixty-ninth Series to be redeemed, plus, in each case, accrued and unpaid interest thereon to the redemption date.

As used herein, the following defined terms shall have the respective meanings specified unless the context clearly requires otherwise:

The term "Adjusted Treasury Rate" shall mean, with respect to any redemption date:

(1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after November 1, 2009, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

(2) if such release (or any successor release) is not published during the week preceding the calculation date for the Adjusted Treasury Rate or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

The term "Comparable Treasury Issue" shall mean the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to November 1, 2009 that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to November 1, 2009.

The term "Comparable Treasury Price" shall mean, with respect to any redemption date, (i) the average of five Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest such Reference Treasury Dealer Quotations or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

The term "Independent Investment Banker" shall mean one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time, or, if any of such firms is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.

The term "Reference Treasury Dealer" shall mean (i) Citigroup Global Markets Inc. and its successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company.

The term "Reference Treasury Dealer Quotations" shall mean, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m. on the third Business Day preceding such redemption date.

(III) At the option of the registered owner, any bonds of the Sixty-ninth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

Bonds of the Sixty-ninth Series shall be transferable, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York.

Upon any exchange or transfer of bonds of the Sixty-ninth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 of the Mortgage, but the Company hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of said Series.

Upon the delivery of this Sixty-second Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as heretofore supplemented, there shall be an initial issue of bonds of the Sixty-ninth Series for the aggregate principal amount of $60,000,000.

2. 
   
   DIVIDEND COVENANT

   1. The Company covenants that, so long as any of the bonds of the Sixty-ninth Series are Outstanding, it will not declare any dividends on its Common Stock (other than (a) a dividend payable solely in shares of its Common Stock, or (b) a dividend payable in cash in cases where, concurrently with the payment of such dividend, an amount in cash equal to such dividend is received by the Company as a capital contribution or as the proceeds of the issue and sale of shares of its Common Stock) or make any distribution on outstanding shares of its Common Stock or purchase or otherwise acquire for value any outstanding shares of its Common Stock (otherwise than in exchange for or out of the proceeds from the sale of other shares of its Common Stock) if, after such dividend, distribution, purchase or acquisition, the aggregate amount of such dividends, distributions, purchases and acquisitions paid or made subsequent to September 30, 2004 (other than any dividend declared by the Company on or befo re September 30, 2004) exceeds (without giving effect to (i) any of such dividends, distributions, purchases or acquisitions, or (ii) any net transfers from retained earnings to stated capital accounts) the sum of (a) the aggregate amount credited subsequent to September 30, 2004 to retained earnings, (b) $350,000,000 and (c) such additional amount as shall be authorized or approved, upon application by the Company, by the Securities and Exchange Commission, or by any successor commission thereto, under the Public Utility Holding Company Act of 1935.

For the purposes of this Section 2 the aggregate amount credited subsequent to September 30, 2004 to retained earnings shall be determined in accordance with generally accepted accounting principles and practices after making provision for dividends upon any preferred stock of the Company, accumulated subsequent to such date, but in such determination there shall not be considered charges to retained earnings applicable to the period prior to September 30, 2004, including, but not limited to, charges to retained earnings for write-offs or write-downs of book values of assets owned by the Company on September 30, 2004.

3. 
   
   MISCELLANEOUS PROVISIONS

   1. The holders of the bonds of the Sixty-ninth Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the bonds of the Sixty-ninth Series entitled to consent to any amendment or supplement to the Mortgage or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.
   2. Subject to the amendments provided for in this Sixty-second Supplemental Indenture, the terms defined in the Mortgage and the First through Sixty-first Supplemental Indentures shall, for all purposes of this Sixty-second Supplemental Indenture, have the meanings specified in the Mortgage and the First through Sixty-first Supplemental Indentures.
   3. The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Mortgage and in the First through Sixty-first Supplemental Indentures set forth and upon the following terms and conditions:

      The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixty-second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general each and every term and condition contained in Article XVII of the Mortgage, as heretofore amended, shall apply to and form part of this Sixty-second Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Sixty-second Supplemental Indenture.

   4. Whenever in this Sixty-second Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Sixty-second Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustees, or any of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.
   5. Nothing in this Sixty-second Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Sixty-second Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises or agreements in this Sixty-second Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and of the coupons Outstanding under the Mortgage.
   6. This Sixty-second Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
   7. This Sixty-second Supplemental Indenture shall be construed in accordance with and governed by the laws of the State of New York.

IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries for and in its behalf, and DEUTSCHE BANK TRUST COMPANY AMERICAS has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by, one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested by one of its Associates for and in its behalf, and STANLEY BURG has hereunto set his hand and affixed his seal, and BNY TRUST COMPANY OF MISSOURI has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested by one of its Assistant Secretaries or one of its Assistant Treasurers or one of its Assistant Vic e Presidents for and in its behalf, as of the day and year first above written.

ENTERGY ARKANSAS, INC.

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

Attest:

/s/ Christopher T. Screen
Christopher T. Screen
Assistant Secretary

Executed, sealed and delivered by
ENTERGY ARKANSAS, INC.
in the presence of:

/s/ Myrna A. Romain
Myrna A. Romain

/s/ Jennifer B. Favalora
Jennifer B. Favalora

DEUTSCHE BANK TRUST COMPANY AMERICAS,
As Corporate Trustee

By: /s/ Susan Johnson____________
Susan Johnson
Vice President

Attest:

/s/ Irina Golovashchuk
Irina Golovashchuk
Associate

STANLEY BURG,
As Co-Trustee

/s/ Stanley Burg [L.S.]

Executed, sealed and delivered by
DEUTSCHE BANK TRUST COMPANY AMERICAS and STANLEY BURG
in the presence of:

/s/ Yana Kalachikova
Yana Kalachikova

/s/ Victor Carneiro
Victor Carneiro

BNY TRUST COMPANY OF MISSOURI,
As Co-Trustee as to property, real or personal, situated or being in Missouri

By: /s/ Kent Schroeder
Kent Schroeder
Vice President

Attest:

/s/ Mary E. Marler
Mary E. Marler
Assistant Vice President

Executed, sealed and delivered by
BNY TRUST COMPANY OF MISSOURI
in the presence of:

/s/ Jeffrey Schroeder
Jeffrey Schroeder

/s/ Cheryl A. Rain
Cheryl A. Rain
Assistant Vice President

STATE OF LOUISIANA )
                                         ) SS.:
PARISH OF ORLEANS  )

On this 8th day of October, 2004, before me, Lloyd L. Drury, III, a Notary Public duly commissioned, qualified and acting within and for said Parish and State, appeared in person the within named Steven C. McNeal and Christopher T. Screen, to me personally well known, who stated that they were the Vice President and Treasurer and Assistant Secretary, respectively, of ENTERGY ARKANSAS, INC., a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

On the 8th day of October, 2004, before me personally came Steven C. McNeal, to me known, who, being by me duly sworn, did depose and say that he resides at 7903 Winner's Circle, Mandeville, Louisiana 70448; that he is the Vice President and Treasurer of ENTERGY ARKANSAS, INC., one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

On the 8th day of October, 2004, before me appeared Christopher T. Screen, to me personally known, who, being by me duly sworn, did say that he is the Assistant Secretary of ENTERGY ARKANSAS, INC., and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and he acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said Parish and State the day and year last above written.

/s/ Lloyd L. Drury, III
Lloyd L. Drury, III
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued For Life

STATE OF New York        )
                                            ) SS.:
COUNTY OF New York    )

On this 8th day of October, 2004, before me, Annie Jaghatspanyan, a Notary Public duly commissioned, qualified and acting within and for said County and State, appeared Susan Johnson and Irina Golovashchuk, to me personally well known, who stated that they were a Vice President and an Associate, respectively, of DEUTSCHE BANK TRUST COMPANY AMERICAS, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation; and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

On the 8th day of October, 2004, before me personally came Susan Johnson, to me known, who, being by me duly sworn, did depose and say that she resides at 153 E 46^th Stree, Brooklyn, NY 11203; that she is a Vice President of DEUTSCHE BANK TRUST COMPANY AMERICAS, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that she signed her name thereto by like authority.

On the 8th day of October, 2004, before me appeared Irina Golovashchuk, to me personally known, who, being by me duly sworn, did say that she is an Associate of DEUTSCHE BANK TRUST COMPANY AMERICAS, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and she acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said County and State the day and year last above written.

/s/ Annie Jaghatspanyan
Annie Jaghatspanyan
Notary Public, State of New York
No 01JA6062022

Qualified in New York County
Commission Expires July 30,2005

STATE OF New York      )
                                         ) SS.:
COUNTY OF New York )

On this 8th day of October, 2004, before me, Annie Jaghatspanyan, the undersigned, personally appeared, STANLEY BURG, known to me to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained.

On the 8th day of October, 2004, before me personally appeared STANLEY BURG, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/ Annie Jaghatspanyan
Annie Jaghatspanyan
Notary Public, State of New York
No 01JA6062022

Qualified in New York County
Commission Expires July 30,2005

STATE OF MISSOURI      )
                                            ) SS.:
COUNTY OF ST. LOUIS  )

On this 8th day of October, 2004, before me, Renee Beard, a Notary Public duly commissioned, qualified and acting within and for said county and state, appeared Kent Schroeder and Mary E. Marler, to me personally known, who stated that they were a Vice President and Assistant Vice President, respectively, of BNY TRUST COMPANY OF MISSOURI, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and on behalf of said Corporation; and further stated that they had so signed, executed and delivered the same for the consideration, uses and purposes therein mentioned and set forth.

On the 8th day of October, 2004, before me personally appeared Kent Schroeder, to me personally known, who, being by me duly sworn, did depose and say that he resided at St. Louis, Missouri; that he is a Vice President of BNY TRUST COMPANY OF MISSOURI, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority.

On the 8th day of October, 2004, before me appeared Mary E. Marler, to me personally known, who, being by me duly sworn, did say that she is a Assistant Vice President of BNY TRUST COMPANY OF MISSOURI, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and he acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said City and State the day and year last above written.

/s/ Renee Beard
Renee Beard
Notary Public, State of Missouri
Qualified in St. Louis County
Commission Expires 06-22-2006

EX-31

Exhibit 31(a)

CERTIFICATIONS

	I, J. Wayne Leonard, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Entergy Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ J. Wayne Leonard
J. Wayne Leonard
Chief Executive Officer of Entergy Corporation

Date: November 5, 2004

EX-31

Exhibit 31(b)

CERTIFICATIONS

	I, Leo P. Denault, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Entergy Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Leo P. Denault
Leo P. Denault
Executive Vice President and Chief Financial Officer of Entergy Corporation

Date: November 5, 2004

EX-31

Exhibit 31(c)

CERTIFICATIONS

	I, Hugh T. McDonald, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Entergy Arkansas, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Hugh T. McDonald
Hugh T. McDonald
Chairman, President, and Chief Executive Officer of
Entergy Arkansas, Inc.

Date: November 5, 2004

EX-31

Exhibit 31(d)

CERTIFICATIONS

	I, Joseph F. Domino, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Entergy Gulf States, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Joseph F. Domino
Joseph F. Domino
Chairman, President and Chief Executive Officer-Texas
of Entergy Gulf States, Inc.

Date: November 5, 2004

EX-31

Exhibit 31(e)

CERTIFICATIONS

	I, E. Renae Conley, certify that:
1.	I have reviewed these quarterly reports on Form 10-Q of Entergy Gulf States, Inc. and Entergy Louisiana, Inc.;
2.	Based on my knowledge, these reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these reports, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in these reports;
4.	The registrants' other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which these reports are being prepared;
	b) Evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by these reports based on such evaluation;
	c) Disclosed in this report any change in the registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.

/s/ E. Renae Conley
E. Renae Conley
Chairman, President, and Chief Executive Officer of
Entergy Louisiana, Inc.; President and Chief Executive
Officer-Louisiana of Entergy Gulf States, Inc.

Date: November 5, 2004

EX-31

Exhibit 31(f)

CERTIFICATIONS

	I, Carolyn C. Shanks, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Entergy Mississippi, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Carolyn C. Shanks
Carolyn C. Shanks
Chairman, President, and Chief Executive Officer of
Entergy Mississippi, Inc.

Date: November 5, 2004

EX-31

Exhibit 31(g)

CERTIFICATIONS

	I, Daniel F. Packer, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Entergy New Orleans, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Daniel F. Packer
Daniel F. Packer
Chairman, President, and Chief Executive Officer of
Entergy New Orleans, Inc.

Date: November 5, 2004

EX-31

Exhibit 31(h)

CERTIFICATIONS

	I, Gary J. Taylor, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of System Energy Resources, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Gary J. Taylor
Gary J. Taylor
Chairman, President, and Chief Executive Officer of
System Energy Resources, Inc.

Date: November 5, 2004

EX-31

Exhibit 31(i)

CERTIFICATIONS

	I, Jay A. Lewis, certify that:
1.	I have reviewed these quarterly reports on Form 10-Q of Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., and Entergy New Orleans, Inc.;
2.	Based on my knowledge, these reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these reports, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in these reports;
4.	The registrants' other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which these reports are being prepared;
	b) Evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in these reports our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by these reports based on such evaluation;
	c) Disclosed in these reports any change in the registrants' internal control over financial reporting that occurred during the registrants' fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.

/s/ Jay A. Lewis
Jay A. Lewis
Vice President and Chief Financial Officer of
Entergy Arkansas, Inc., Entergy Gulf States, Inc.,
Entergy Louisiana, Inc., Entergy Mississippi, Inc.,
and Entergy New Orleans, Inc.

Date: November 5, 2004

EX-31

Exhibit 31(j)

CERTIFICATIONS

	I, Theodore H. Bunting, Jr., certify that:
1.	I have reviewed this quarterly report on Form 10-Q of System Energy Resources, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Theodore H. Bunting, Jr.
Theodore H. Bunting, Jr.
Vice President and Chief Financial Officer
of System Energy Resources, Inc.

Date: November 5, 2004

EX-32

Exhibit 32(a)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, J. Wayne Leonard, Chief Executive Officer of Entergy Corporation (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2004 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.

/s/ J. Wayne Leonard
J. Wayne Leonard
Chief Executive Officer of Entergy Corporation

Date: November 5, 2004

EX-32

Exhibit 32(b)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Leo P. Denault, Chief Financial Officer of Entergy Corporation (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2004 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.

/s/ Leo P. Denault
Leo P. Denault
Executive Vice President and Chief Financial Officer of Entergy Corporation

Date: November 5, 2004

EX-32

Exhibit 32(c)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Hugh T. McDonald, Chairman, President and Chief Executive Officer of Entergy Arkansas, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2004 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.

__/s/ Hugh T. McDonald
Hugh T. McDonald
Chairman, President, and Chief Executive Officer

Date: November 5, 2004

EX-32

Exhibit 32(d)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph F. Domino, Chairman, President and Chief Executive Officer-Texas of Entergy Gulf States, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2004 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.

___/s/ Joseph F. Domino
Joseph F. Domino
Chairman, President and Chief Executive Officer-Texas of Entergy Gulf States, Inc.

Date: November 5, 2004

EX-32

Exhibit 32(e)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I,E. Renae Conley, President and Chief Executive Officer-Louisiana of Entergy Gulf States, Inc. and Chairman, President and Chief Executive Officer of Entergy Louisiana, Inc. (the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of each of the Companies for the quarter ended September 30, 2004 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in each Report fairly presents, in all material respects, the financial condition and results of operations of each respective Company as of the dates and for the periods presented in each Report.

___/s/ E. Renae Conley
E. Renae Conley
President and Chief Executive Officer-Louisiana of
Entergy Gulf States, Inc. and Chairman, President, and Chief
Executive Officer of Entergy Louisiana, Inc.

Date: November 5, 2004

EX-32

Exhibit 32(f)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Carolyn C. Shanks, Chairman, President and Chief Executive Officer of Entergy Mississippi, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2004 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.

__/s/ Carolyn C. Shanks
Carolyn C. Shanks
Chairman, President, and Chief Executive Officer of
Entergy Mississippi, Inc.

Date: November 5, 2004

EX-32

Exhibit 32(g)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Daniel F. Packer, Chairman, President and Chief Executive Officer of Entergy New Orleans, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2004 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.

___/s/ Daniel F. Packer
Daniel F. Packer
Chairman, President, and Chief Executive Officer of
Entergy New Orleans, Inc.

Date: November 5, 2004

EX-32

Exhibit 32(h)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Gary J. Taylor, Chairman, President and Chief Executive Officer of System Energy Resources, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2004 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.

___/s/ Gary J. Taylor
Gary J. Taylor
Chairman, President, and Chief Executive Officer of
System Energy Resources, Inc.

Date: November 5, 2004

EX-32

Exhibit 32(i)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I,Jay A. Lewis, Vice President and Chief Financial Officer of Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., and Entergy New Orleans, Inc. (the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of each of the Companies for the quarter ended September 30, 2004 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in each Report fairly presents, in all material respects, the financial condition and results of operations of each respective Company as of the dates and for the periods presented in each Report.

_/s/ Jay A. Lewis
Jay A. Lewis
Vice President and Chief Financial Officer of
Entergy Arkansas, Inc., Entergy Gulf States, Inc.,
Entergy Louisiana, Inc., Entergy Mississippi, Inc.,
and Entergy New Orleans, Inc.

Date: November 5, 2004

EX-32

Exhibit 32(j)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Theodore H. Bunting, Jr., Chief Financial Officer of System Energy Resources, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2004 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the Report.

____/s/ Theodore H. Bunting, Jr.
Theodore H. Bunting, Jr.
Vice President and Chief Financial Officer
of System Energy Resources, Inc.

Date: November 5, 2004

EX-99

						Exhibit 99(a)
Entergy Arkansas, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
	Twelve Months Ended
	December 31,					September 30,
	1999	2000	2001	2002	2003	2004
Fixed charges, as defined:
Total Interest Charges	$97,023	$101,600	$109,523	$103,210	$91,221	$83,106
Interest applicable to rentals	17,289	16,449	14,563	12,762	15,425	13,564
Total fixed charges, as defined	114,312	118,049	124,086	115,972	106,646	96,670
Preferred dividends, as defined (a)	17,836	13,479	12,348	11,869	14,274	13,646
Combined fixed charges and preferred dividends, as defined	$132,148	$131,528	$136,434	$127,841	$120,920	$110,316
Earnings as defined:
Net Income	$69,313	$137,047	$178,185	$135,643	$126,009	$112,504
Add:
Provision for income taxes:
Total	54,012	100,512	105,933	71,404	105,296	84,705
Fixed charges as above	114,312	118,049	124,086	115,972	106,646	96,670
Total earnings, as defined	$237,637	$355,608	$408,204	$323,019	$337,951	$293,879
Ratio of earnings to fixed charges, as defined	2.08	3.01	3.29	2.79	3.17	3.04
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	1.80	2.70	2.99	2.53	2.79	2.66
- ------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend
requirement by one hundred percent (100%) minus the income tax rate.

EX-99

						Exhibit 99(b)
Entergy Gulf States, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
	Twelve Months Ended
	December 31,					September 30,
	1999	2000	2001	2002	2003	2004
Fixed charges, as defined:
Total Interest charges	$153,034	$158,949	$174,368	$144,840	$157,343	$137,791
Interest applicable to rentals	16,451	18,307	18,520	16,483	16,694	15,411
Total fixed charges, as defined	169,485	177,256	192,888	161,323	174,037	153,202
Preferred dividends, as defined (a)	29,355	15,742	13,017	6,190	6,485	7,024
Combined fixed charges and preferred dividends, as defined	$198,840	$192,998	$205,905	$167,513	$180,522	$160,226
Earnings as defined:
Income (loss) from continuing operations before extraordinary items and
the cumulative effect of accounting changes	$125,000	$180,343	$179,444	$174,078	$63,895	$148,386
Add:
Income Taxes	75,165	103,603	82,038	65,997	24,249	95,563
Fixed charges as above	169,485	177,256	192,888	161,323	174,037	153,202
Total earnings, as defined (b)	$369,650	$461,202	$454,370	$401,398	$262,181	$397,151
Ratio of earnings to fixed charges, as defined	2.18	2.60	2.36	2.49	1.51	2.59
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	1.86	2.39	2.21	2.40	1.45	2.48
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend
requirement by one hundred percent (100%) minus the income tax rate.

EX-99

						Exhibit 99(c)
Entergy Louisiana, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
	Twelve Months Ended
	December 31,					September 30,
	1999	2000	2001	2002	2003	2004
Fixed charges, as defined:
Total Interest	$117,247	$111,743	$116,076	$100,667	$76,756	$71,516
Interest applicable to rentals	9,221	6,458	7,951	6,496	6,359	6,245
Total fixed charges, as defined	126,468	118,201	124,027	$107,163	$83,115	$77,761
Preferred dividends, as defined (a)	16,006	16,102	12,374	10,647	$11,189	$11,082
Combined fixed charges and preferred dividends, as defined	$142,474	$134,303	$136,401	$117,810	$94,304	$88,843
Earnings as defined:
Net Income	$191,770	$162,679	$132,550	$144,709	$146,154	$109,192
Add:
Provision for income taxes:
Total Taxes	122,368	112,645	86,287	84,765	97,408	71,360
Fixed charges as above	126,468	118,201	124,027	107,163	83,115	77,761
Total earnings, as defined	$440,606	$393,525	$342,864	$336,637	$326,677	$258,313
Ratio of earnings to fixed charges, as defined	3.48	3.33	2.76	3.14	3.93	3.32
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	3.09	2.93	2.51	2.86	3.46	2.91
- ------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend
requirement by one hundred percent (100%) minus the income tax rate.

EX-99

						Exhibit 99(d)
Entergy Mississippi, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
	Twelve Months Ended
	December 31,					September 30,
	1999	2000	2001	2002	2003	2004
Fixed charges, as defined:
Total Interest	$38,840	$44,877	$50,991	$45,464	$47,464	$45,443
Interest applicable to rentals	2,261	1,596	1,849	1,916	1,880	1,407
Total fixed charges, as defined	41,101	46,473	52,840	$47,380	$49,344	$46,850
Preferred dividends, as defined (a)	4,878	5,347	4,674	4,490	5,099	5,032
Combined fixed charges and preferred dividends, as defined	$45,979	$51,820	$57,514	$51,870	$54,443	$51,882
Earnings as defined:
Net Income	$41,588	$38,973	$39,620	$52,408	$67,058	$63,907
Add:
Provision for income taxes:
Total income taxes	17,537	22,868	20,464	17,846	34,431	31,037
Fixed charges as above	41,101	46,473	52,840	47,380	49,344	46,850
Total earnings, as defined	$100,226	$108,314	$112,924	$117,634	$150,833	$141,794
Ratio of earnings to fixed charges, as defined	2.44	2.33	2.14	2.48	3.06	3.03
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	2.18	2.09	1.96	2.27	2.77	2.73
- ------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend
requirement by one hundred percent (100%) minus the income tax rate.

EX-99

						Exhibit 99(e)
Entergy New Orleans, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
	Twelve Months Ended
	December 31,					September 30,
	1999	2000	2001	2002	2003	2004
Fixed charges, as defined:
Total Interest	$14,680	$15,891	$19,661	$27,950	$17,786	$17,562
Interest applicable to rentals	1,281	1,008	977	1,043	910	729
Total fixed charges, as defined	15,961	16,899	20,638	28,993	18,696	18,291
Preferred dividends, as defined (a)	1,566	1,643	2,898	2,736	1,686	2,361
Combined fixed charges and preferred dividends, as defined	$17,527	$18,542	$23,536	$31,729	$20,382	$20,652
Earnings as defined:
Net Income	$18,961	$16,518	($2,195)	($230)	$7,859	21,110
Add:
Provision for income taxes:
Total	13,030	11,597	(4,396)	(422)	5,875	12,450
Fixed charges as above	15,961	16,899	20,638	28,993	18,696	18,291
Total earnings, as defined	$47,952	$45,014	$14,047	$28,341	$32,430	$51,851
Ratio of earnings to fixed charges, as defined	3.00	2.66	0.68	0.98	1.73	2.83
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	2.74	2.43	0.60	0.89	1.59	2.51
- ------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend
requirement by one hundred percent (100%) minus the income tax rate.
(b) For Entergy New Orleans, earnings for the twelve months ended December 31, 2001 were not adequate
to cover fixed charges and combined fixed charges and preferred dividends by $6.6 million and $9.5 million,
respectively.
(c) For Entergy New Orleans, earnings for the twelve months ended December 31, 2002 were not adequate to
cover combined fixed charges and preferred dividends by $0.7 million and $3.4 million, respectively.

EX-99

						Exhibit 99(f)
System Energy Resources, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratio of Earnings to Fixed Charges
	Twelve Months Ended
	December 31,					September 30,
	1999	2000	2001	2002	2003	2004
Fixed charges, as defined:
Total Interest	$147,982	$118,519	$138,018	$76,639	$64,620	$63,178
Interest applicable to rentals	3,871	5,753	4,458	3,250	3,793	3,815
Total fixed charges, as defined	$151,853	$124,272	$142,476	$79,889	$68,413	$66,993
Earnings as defined:
Net Income	$82,375	$93,745	$116,355	$103,352	$106,003	108,637
Add:
Provision for income taxes:
Total	53,851	81,263	43,761	76,177	75,845	76,209
Fixed charges as above	151,853	124,272	142,476	79,889	68,413	66,993
Total earnings, as defined	$288,079	$299,280	$302,592	$259,418	$250,261	$251,839
Ratio of earnings to fixed charges, as defined	1.90	2.41	2.12	3.25	3.66	3.76