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 June 30, 2005
	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 July 29, 2005
Entergy Corporation	($0.01 par value)	207,579,330

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, 2004, and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, 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
June 30, 2005

			Page Number
Definitions			1
Entergy Corporation and Subsidiaries
	Management's Financial Discussion and Analysis
		Results of Operations	4
		Liquidity and Capital Resources	8
		Significant Factors and Known Trends	11
		Critical Accounting Estimates	19
	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	42
		Liquidity and Capital Resources	44
		Significant Factors and Known Trends	46
		Critical Accounting Estimates	50
	Income Statements		52
	Statements of Cash Flows		53
	Balance Sheets		54
	Selected Operating Results		56
Entergy Gulf States, Inc.
	Management's Financial Discussion and Analysis
		Results of Operations	57
		Liquidity and Capital Resources	60
		Significant Factors and Known Trends	61
		Critical Accounting Estimates	68
	Income Statements		69
	Statements of Cash Flows		71
	Balance Sheets		72
	Statements of Retained Earnings and Comprehensive Income		74
	Selected Operating Results		75
Entergy Louisiana, Inc.
	Management's Financial Discussion and Analysis
		Results of Operations	76
		Liquidity and Capital Resources	79
		Significant Factors and Known Trends	80
		Critical Accounting Estimates	86
	Income Statements		87
	Statements of Cash Flows		89
	Balance Sheets		90
	Selected Operating Results		92
Entergy Mississippi, Inc.
	Management's Financial Discussion and Analysis
		Results of Operations	93
		Liquidity and Capital Resources	95
		Significant Factors and Known Trends	96
		Critical Accounting Estimates	100
	Income Statements		102

ENTERGY CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
June 30, 2005

			Page Number
	Statements of Cash Flows		103
	Balance Sheets		104
	Selected Operating Results		106
Entergy New Orleans, Inc.
	Management's Financial Discussion and Analysis
		Results of Operations	107
		Liquidity and Capital Resources	109
		Significant Factors and Known Trends	110
		Critical Accounting Estimates	114
	Income Statements		115
	Statements of Cash Flows		117
	Balance Sheets		118
	Selected Operating Results		120
System Energy Resources, Inc.
	Management's Financial Discussion and Analysis
		Results of Operations	121
		Liquidity and Capital Resources	121
		Significant Factors and Known Trends	122
		Critical Accounting Estimates	123
	Income Statements		124
	Statements of Cash Flows		125
	Balance Sheets		126
Notes to Respective Financial Statements			128
Item 4. Controls and Procedures			140
Part II. Other Information
	Item 1. Legal Proceedings		141
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		142
	Item 4. Submission of Matters to a Vote of Security Holders		142
	Item 5. Other Information		144
	Item 6. Exhibits		146
Signature			149

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 implementation of new Texas legislation, and other regulatory proceedings, including those related to Entergy's System Agreement and Entergy's utility supply plan
• Entergy's ability to manage its operation and maintenance costs
• 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 hedge, sell power forward or otherwise reduce the market price risk associated with those facilities, including the Non-Utility Nuclear plants, the ability to meet credit support requirements, 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
• changes in the financial markets, particularly those affecting the availability of capital and Entergy's ability to refinance existing debt, execute its share repurchase program, and 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, interest rates, and foreign currency exchange 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 application of market power criteria by the FERC
• changes in regulation of nuclear generating facilities and nuclear materials and fuel, including possible shutdown of nuclear generating facilities, particularly those in the northeastern United States
• uncertainty regarding the establishment of interim or permanent sites for spent nuclear fuel storage and disposal
• resolution of pending or future applications for license extensions or modifications of nuclear generating facilities
• changes in law resulting from the new federal energy legislation, including the repeal of PUHCA
• 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 and the occurrence of hurricanes and other storms and disasters
• advances in technology
• the potential effects of threatened or actual terrorism and war
• the effects of Entergy's strategies to reduce 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
AFUDC	Allowance for Funds Used During Construction
ALJ	Administrative Law Judge
ANO 1 and 2	Units 1 and 2 of Arkansas Nuclear One Steam Electric Generating Station (nuclear), owned by Entergy Arkansas
APSC	Arkansas Public Service Commission
Board	Board of Directors of Entergy Corporation
Cajun	Cajun Electric Power Cooperative, Inc.
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
CPI-U	Consumer Price Index - Urban
DOE	United States Department of Energy
domestic utility companies	Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, collectively
EITF	FASB's Emerging Issues Task Force
Energy Commodity Services	Entergy's business segment that includes Entergy-Koch, LP and 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, LP, a joint venture equally owned by subsidiaries of Entergy and Koch Industries, Inc.
EPA	United States Environmental Protection Agency
EPDC	Entergy Power Development Corporation, a wholly-owned subsidiary of Entergy Corporation
FASB	Financial Accounting Standards Board
FEMA	Federal Emergency Management Agency
FERC	Federal Energy Regulatory Commission
firm liquidated damages	Transaction that requires receipt or delivery of energy at a specified delivery point (usually at a market hub not associated with a specific asset); if a party fails to deliver or receive energy, the defaulting party must compensate the other party as specified in the contract
FSP	FASB Staff Position
Grand Gulf	Unit No. 1 of Grand Gulf Steam Electric Generating Station (nuclear), 90% owned or leased by System Energy
GWh	Gigawatt-hour(s), which equals one million kilowatt-hours
Independence	Independence Steam Electric Station (coal), owned 16% by Entergy Arkansas, 25% by Entergy Mississippi, and 7% by Entergy Power
IRS	Internal Revenue Service
ISO	Independent System Operator
kV	Kilovolt
kW	Kilowatt
kWh	Kilowatt-hour(s)
LDEQ	Louisiana Department of Environmental Quality
LPSC	Louisiana Public Service Commission
Mcf	One thousand cubic feet of gas
MMBtu	One million British Thermal Units
MPSC	Mississippi Public Service Commission

DEFINITIONS (Continued)

Abbreviation or Acronym	Term
MW	Megawatt(s), which equals one thousand kilowatt(s)
MWh	Megawatt-hour(s)
Nelson Unit 6	Unit No. 6 (coal) of the Nelson Steam Electric Generating Station, owned 70% by Entergy Gulf States
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; and other regulatory credits
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
PPA	Purchased power agreement
production cost	Cost in $/MMBtu associated with delivering gas, excluding the cost of the gas
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
Ritchie Unit 2	Unit 2 of the R.E. Ritchie Steam Electric Generating Station (gas/oil)
River Bend	River Bend Steam Electric Generating Station (nuclear), owned by Entergy Gulf States
SEC	Securities and Exchange Commission
SFAS	Statement of Financial Accounting Standards as promulgated by the FASB
SMEPA	South Mississippi Electric Power Agency, which owns a 10% interest in Grand Gulf
spark spread	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.
TWh	Terawatt-hour(s), which equals one billion kilowatt-hours
unit-contingent	Transaction under which power is supplied from a specific generation asset; if the specified generation asset is unavailable as a result of forced outage or unanticipated event or circumstance, the seller is not liable to the buyer for any damages resulting from the seller's failure to deliver power
unit-contingent with availability guarantees	Transaction under which power is supplied from a specific generation asset; if the specified generation asset is unavailable as a result of forced outage or unanticipated event or circumstance, the seller is not liable to the buyer for any damages resulting from the seller's failure to deliver power unless the actual availability over a specified period of time is below an availability threshold specified in the contract

DEFINITIONS (Concluded)

Abbreviation or Acronym	Term
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
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
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
White Bluff	White Bluff Steam Electric Generating Station, 57% owned by Entergy Arkansas

ENTERGY CORPORATION AND SUBSIDIARIES

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Entergy's consolidated earnings applicable to common stock for the second quarter and six months ended June 30, 2005 and 2004 were as follows:

	Second Quarter		Six Months Ended
Operating Segment	2005	2004	2005	2004
	(In Thousands)
U.S. Utility	$211,717	$194,964	$302,216	$310,621
Non-Utility Nuclear	58,277	62,994	136,242	131,828
Parent Company & Other Business   Segments	16,156	7,224	19,688	29,894
Total	$286,150	$265,182	$458,146	$472,343

Entergy's income before taxes is discussed below according to the operating segments listed above. See Note 8 to the consolidated financial statements herein for more information concerning Entergy's operating segments and their financial results in 2005 and 2004.

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

U.S. UTILITY

The increase in earnings for the U.S. Utility for the second quarter 2005 compared to the second quarter 2004 from $195.0 million to $211.7 million was primarily due to higher net revenue partially offset by higher other operation and maintenance expenses and lower other income.

The decrease in earnings for the U.S. Utility for the six months ended June 30, 2005 compared to the six months ended June 30, 2004 from $310.6 million to $302.2 million was primarily due to higher other operation and maintenance expenses and higher depreciation and amortization expenses, partially offset by higher net revenue and lower interest expenses.

Net Revenue

Second Quarter 2005 Compared to Second Quarter 2004

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 second quarter of 2005 to the second quarter of 2004.

	Amount
	(In Millions)
2004 net revenue	$1,100.6
Price applied to unbilled sales	71.0
Volume/weather	10.8
Other	(1.6)
2005 net revenue	$1,180.8

The price applied to unbilled sales variance resulted from an increase in the fuel cost component included in the price applied to unbilled sales. The increase in the fuel cost component is attributable to an increase in the price of natural gas, the nuclear refueling outage at Waterford 3, and the nuclear maintenance outages at River Bend. See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K and Note 1 to the consolidated financial statements in the Form 10-K for further discussion of the accounting for unbilled revenues.

The volume/weather variance is primarily due to an increase in electricity usage totaling 161 GWh in the residential and commercial sectors.  Industrial sales volume declined primarily due to the loss to cogeneration, which had been expected, of one large customer.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased from $2.0 billion for the second quarter 2004 to $2.2 billion for the second quarter 2005. The increase includes an increase in fuel cost recovery revenues of $81.7 million resulting primarily from increases in the market prices of natural gas and purchased power. As such, this revenue increase is offset by increased fuel and purchased power expenses. The increases in the price applied to unbilled sales and volume/weather variances, discussed above, also contributed to the increase in gross operating revenues.

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

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 six months ended June 30, 2005 to the six months ended June 30, 2004.

	Amount
	(In Millions)
2004 net revenue	$2,025.4
Price applied to unbilled sales	55.5
Deferred fuel cost revisions	15.5
Rate refund provisions	7.5
Volume/weather	(15.8)
Other	2.3
2005 net revenue	$2,090.4

The price applied to unbilled sales variance resulted from an increase in the fuel cost component included in the price applied to unbilled sales. The increase in the fuel cost component is attributable to an increase in the price of natural gas, the nuclear refueling outage at Waterford 3, and the nuclear maintenance outages at River Bend. See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K and Note 1 to the consolidated financial statements in the Form 10-K for further discussion of the accounting for unbilled revenues.

The deferred fuel cost revisions variance is 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 in the first quarter of 2004 by $11.5 million. The remainder of the variance is due to the 2004 energy cost recovery true-up, made in the first quarter of 2005, which increased net revenue by $4.0 million.

The rate refund provisions variance is due primarily to accruals recorded in 2004 for potential rate action at Entergy New Orleans and Entergy Gulf States. Included in the current period variance are provisions recorded at Entergy Louisiana in 2005 as a result of LPSC-approved settlements in March 2005 and May 2005. The settlements are discussed in Note 2 to the consolidated financial statements.

The volume/weather variance resulted from decreased usage by residential customers and a decrease in usage during the unbilled sales period. Industrial sales volume was relatively unchanged as the loss to cogeneration, which had been expected, of one large customer was offset by an increase in usage by other customers, primarily in the chemical industry.  See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K and Note 1 to the consolidated financial statements in the Form 10-K for further discussion of the accounting for unbilled revenues.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased from $3.8 billion for the six months ended June 30, 2004 to $4.0 billion for the six months ended June 30, 2005. The increase includes an increase in fuel cost recovery revenues of $151 million resulting primarily from increases in the market prices of natural gas and purchased power. As such, this revenue increase is offset by increased fuel and purchased power expenses. The increase in the price applied to unbilled sales, discussed above, also contributed to the increase in gross operating revenues.

Other Income Statement Variances

Second Quarter 2005 Compared to Second Quarter 2004

Other operation and maintenance expenses increased from $391.7 million for the second quarter 2004 to $432.6 million for the second quarter 2005 primarily due to:

• an increase of $17.9 million in payroll and benefits costs;
• an increase of $9.1 million in nuclear expenses for contract and material costs associated with maintenance outages and timing of payroll related expenses; and
• an increase of $5.1 million in estimated loss provisions recorded for the bankruptcy of CashPoint, which managed a network of payment agents for the domestic utility companies.

Other income decreased from $30.5 million for the second quarter 2004 to $20.1 million for the second quarter 2005 primarily due to:

• a decrease of $10.1 million at Entergy Gulf States due to a reduction in 2004 in the loss provision for an environmental clean-up site; and
• a decrease of $7.1 million at Entergy Louisiana due to the write-off in June 2005 of a portion of the customer care system investment and the related allowance for equity funds used during construction pursuant to an LPSC-approved settlement.

The decrease was partially offset by an increase of $6.2 million in interest and dividend income primarily due to higher interest on temporary cash investments.

Interest on long-term debt decreased from $97.6 million for the second quarter 2004 to $91.2 million for the second quarter 2005 primarily due to the net retirement of $319 million of long-term debt at the domestic utility companies in 2004. Refer to Note 5 to the consolidated financial statements in the Form 10-K and Note 4 to the consolidated financial statements herein for details of long-term debt.

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

Other operation and maintenance expenses increased from $723 million for the six months ended June 30, 2004 to $798 million for the six months ended June 30, 2005 primarily due to:

• an increase of $33.3 million in payroll and benefits costs;
• an increase of $13.2 million in nuclear expenses for contract and material costs associated with maintenance outages and timing of payroll related expenses;
• an increase of $8.1 million in fossil expenses as a result of additional planned off-peak fossil generation maintenance outages; and
• an increase of $5.1 million in estimated loss provisions recorded for the bankruptcy of CashPoint, which managed a network of payment agents for the domestic utility companies.

Depreciation and amortization expenses increased from $385.6 million for the six months ended June 30, 2004 to $398.4 million for the six months ended June 30, 2005 due primarily to an increase in plant in service.

Other income, which was $45.4 million for the six months ended June 30, 2005 and $45.5 million for the six months ended June 30, 2004, includes the following:

• a decrease of $10.1 million at Entergy Gulf States due to a reduction in 2004 in the loss provision for an environmental clean-up site;
• a decrease of $7.1 million at Entergy Louisiana due to the write-off in June 2005 of a portion of the customer care system investment and the related allowance for equity funds used during construction pursuant to an LPSC-approved settlement;
• an increase of $10.6 million in interest and dividend income primarily due to higher interest on temporary cash investments; and
• an increase of $9.8 million in the allowance for equity funds used during construction as a result of higher construction expenditures.

Interest on long-term debt decreased from $199.3 million for the six months ended June 30, 2004 to $184.2 million for the six months ended June 30, 2005 primarily due to the net retirement of $319 million of long-term debt at the domestic utility companies in 2004. Refer to Note 5 to the consolidated financial statements in the Form 10-K and Note 4 to the consolidated financial statements herein for details of long-term debt.

NON-UTILITY NUCLEAR

Following are key performance measures for Non-Utility Nuclear for the second quarter and six months ended June 30, 2005 and 2004:

	Second Quarter		Six Months Ended
	2005	2004	2005	2004
Net MW in operation at June 30	4,105	4,001	4,105	4,001
Generation in GWh for the period	8,156	8,196	16,422	16,882
Capacity factor for the period	90.9%	93.6%	92.1%	96.3%
Average realized price per MWh	$42.63	$41.33	$42.09	$40.49

Second Quarter 2005 Compared to Second Quarter 2004

The decrease in earnings for Non-Utility Nuclear from $63.0 million to $58.3 million was primarily due to higher operation and maintenance expenses resulting primarily from increased benefits costs and the effects of lower generation associated with planned and unplanned refueling and maintenance outages. Partially offsetting the decrease was an increase in revenues due to higher contract pricing.

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

The increase in earnings for Non-Utility Nuclear from $131.8 million to $136.2 million was primarily due to miscellaneous income of $15.8 million net-of-tax 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 in earnings was higher contract pricing. The increase in earnings was partially offset by the effects of lower generation associated with planned and unplanned refueling and maintenance outages and higher operation and maintenance expenses resulting primarily from increased benefits costs.

PARENT COMPANY & OTHER BUSINESS SEGMENTS

Second Quarter 2005 Compared to Second Quarter 2004

The increase in earnings for Parent Company & Other Business Segments from $7.2 million to $16.2 million was primarily due to $14.4 million of tax benefits in 2005 from the American Jobs Creation Act of 2004 and an increase of $5.5 million from the non-nuclear wholesale assets business primarily due to lower operation and maintenance expenses and proceeds from the sale of SO₂ allowances. The increase was partially offset by a decrease of $13.9 million due to the absence of earnings from Entergy's investment in Entergy-Koch because of the sale of Entergy-Koch's energy trading and pipeline businesses in the fourth quarter of 2004, as discussed in the Form 10-K.

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

The decrease in earnings for Parent Company & Other Business Segments from $29.9 million to $19.7 million was primarily due to a decrease of $30.1 million due to the absence of earnings from Entergy's investment in Entergy-Koch due to the sale of Entergy-Koch's energy trading and pipeline businesses in the fourth quarter of 2004, as discussed in the Form 10-K. Also contributing to the decrease in earnings was the favorable settlement of a tax issue, which increased earnings by $11 million in the first quarter of 2004. The decrease was partially offset by $14.4 million of tax benefits in 2005 from the American Job Creations Act of 2004 and an increase of $14.1 million from the non-nuclear wholesale assets business primarily due to lower operation and maintenance expenses and proceeds from the sale of SO₂ allowances.

Income Taxes

The effective income tax rates for the second quarters of 2005 and 2004 were 34.8% and 38.0%, respectively. The effective income tax rates for the six months ended June 30, 2005 and 2004 were 34.8% and 36.0%, respectively. The difference in the effective income tax rate for the second quarter and the six months ended June 30, 2005 versus the federal statutory rate of 35.0% is primarily due to tax benefits from the American Jobs Creation Act of 2004 and investment tax credit amortization, partially offset by state income taxes and regulatory plant differences on utility plant items. Also contributing to the difference for the six months ended June 30, 2005 is a downward revision in the estimate of federal income tax expense related to tax depreciation. The difference in the effective income tax rate for the second quarter and the six months ended June 30, 2004 versus the federal statutory rate of 35.0% is primarily due to state income taxes and regulatory plant differences on utility plant items, partially offset by the favorable settlement of a tax audit issue and investment tax credit amortization.

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 that discussion.

The Form 10-K reported that Entergy expected to contribute $185.9 million in 2005 to its pension plans. Entergy has elected to make additional contributions, and now expects to contribute $253.3 million to its pension plans in 2005. Entergy contributed $117.7 million to its pension plans during the six months ended June 30, 2005.

Capital Structure

Entergy's capitalization is balanced between equity and debt, as shown in the following table. The increase in the debt to capital percentage as of June 30, 2005 is primarily the result of increased debt outstanding due to additional borrowings on Entergy Corporation's revolving credit facility along with a decrease in shareholders' equity, primarily due to repurchases of common stock, both of which are discussed below.

	June 30, 2005	December 31, 2004	June 30, 2004	December 31, 2003
Net debt to net capital	48.7%	45.3%	45.6%	45.9%
Effect of subtracting cash from debt	1.9%	2.1%	1.8%	1.6%
Debt to capital	50.6%	47.4%	47.4%	47.5%

Net debt consists of debt less cash and cash equivalents. Debt consists of notes payable, capital lease obligations, preferred stock with sinking fund, and long-term debt, including the currently maturing portion. Capital consists of debt, common shareholders' equity, and preferred stock without sinking fund. Net capital consists of capital less cash and cash equivalents. Entergy uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy's financial condition.

In May 2005, Entergy Corporation terminated its two, separate, revolving credit facilities, a $500 million five-year credit facility and a $965 million three-year credit facility. At that time Entergy Corporation entered into a $2 billion, five-year credit facility, which expires in May 2010. As of June 30, 2005, $635 million in borrowings were outstanding on this facility. Entergy also has the ability to issue letters of credit against the borrowing capacity of the credit facility, and letters of credit totaling $83.5 million had been issued against this facility at June 30, 2005. The total unused capacity for this facility as of June 30, 2005 was approximately $1.3 billion. The commitment fee for this facility is currently 0.13% per annum of the unused amount. Commitment fees and interest rates on loans under the credit facility can fluctuate depending on the senior debt ratings of the domestic utility companies.

Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans each have 364-day credit facilities available as follows:

Company	Expiration Date	Amount of Facility	Amount Drawn as of June 30, 2005
Entergy Arkansas	April 2006	$85 million (a)	-
Entergy Louisiana	April 2006	$85 million (a)	-
Entergy Louisiana	May 2006	$15 million (b)	-
Entergy Mississippi	May 2006	$25 million	-
Entergy New Orleans	May 2006	$15 million (b)	-

(a)	The combined amount borrowed by Entergy Arkansas and Entergy Louisiana under these facilities at any one time cannot exceed $85 million.
(b)	The combined amount borrowed by Entergy Louisiana and Entergy New Orleans under these facilities at any one time cannot exceed $15 million.

See Note 4 to the consolidated financial statements for additional discussion of Entergy's short-term credit facilities.

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 2005 through 2007.

In March 2005, Entergy Mississippi signed an agreement to purchase for $88 million the Attala power plant, a 480 MW natural gas-fired, combined-cycle generating facility owned by Central Mississippi Generating Company (CMGC). Entergy Mississippi plans to invest approximately $20 million in facility upgrades at the Attala plant plus $3 million in other costs, bringing the total capital cost of the project to approximately $111 million. The Attala plant will be 100 percent owned by Entergy Mississippi, and the acquisition is expected to close in late 2005 or early 2006. The purchase of the plant is contingent upon obtaining necessary approvals from various federal agencies, state permitting agencies, and the MPSC, including MPSC approval of investment cost recovery. In May and June 2005, Entergy Mississippi made filings at the MPSC to commence proceedings for MPSC approval both of the acquisition and of the investment cost recovery for the plant. Entergy Mississippi and CMGC had pre viously executed a purchased power agreement in July 2004 for 100 percent of the plant's output, and this agreement will expire upon the close of the acquisition or in March 2008, whichever occurs earlier. The planned construction and other capital investments table in the Form 10-K includes the estimated cost of the Attala acquisition as a 2006 capital commitment.

Cash Flow Activity

As shown in Entergy's Statements of Cash Flows, cash flows for the six months ended June 30, 2005 and 2004 were as follows:

		2005	2004
		(In Millions)
Cash and cash equivalents at beginning of period		$620	$507
Cash flow provided by (used in):
	Operating activities	767	929
	Investing activities	(698)	(484)
	Financing activities	(74)	(392)
Effect of exchange rates on cash and cash equivalents		-	(2)
Net increase (decrease) in cash and cash equivalents		(5)	51
Cash and cash equivalents at end of period		$615	$558

Operating Activities

Entergy's cash flow provided by operating activities decreased by $162 million for the six months ended June 30, 2005 compared to the six months ended June 30, 2004 primarily due a decrease at the U.S. Utility. The U.S. Utility provided $535 million in cash from operating activities in 2005 compared to providing $669 million in 2004. The decrease resulted primarily from an increase of $80 million in pension plan contributions, the $90 million refund to customers in the Louisiana jurisdiction made as a result of the global settlement, an increase of $72 million in income tax payments, and changes in the timing of fuel cost recovery compared to the prior period. These increased uses of cash were partially offset by various items, including the timing of receivable collections and vendor payments compared to the prior period. The Non-Utility Nuclear segment also contributed to the decrease. The Non-Utility Nuclear segment provided $235 million in cash from operating activities i n 2005 compared to providing $265 million in 2004. This decrease was caused primarily by nuclear refueling outage costs, as this business had one more refueling outage in the first half of 2005 than in the first half of 2004.

Investing Activities

Investing activities used $698 million of cash for the six months ended June 30, 2005 compared to using $484 million of cash for the six months ended June 30, 2004 primarily due to the following activity:

• Construction expenditures were $44 million higher in 2005 than in 2004. The increase is in the U.S. Utility segment, and is primarily due to increases at Entergy Louisiana resulting from an increase in spending on transmission and nuclear projects and an increase of $19.8 million in capacity costs that have been deferred and are expected to be recovered over a period greater than twelve months.
• The non-nuclear wholesale assets business received $22 million in 2004 from the sale of the Crete power plant.
• Entergy Louisiana purchased the Perryville plant in June 2005 for $162.5 million. See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of this acquisition. In April 2005, the LPSC approved the acquisition and the long-term cost-of-service purchased power agreement under which Entergy Gulf States will purchase 75 percent of the plant's output.
• The non-nuclear wholesale assets business received a return of invested capital of $34 million in 2005 from the Top Deer wind power joint venture after Top Deer obtained debt financing.
• Entergy made an additional capital contribution of approximately $73 million to Entergy-Koch in 2004.
• Approximately $60 million of the cash collateral for a letter of credit that secured the installment obligations owed to NYPA for the acquisition of the FitzPatrick and Indian Point 3 nuclear power plants was released to Entergy in 2004.
• Entergy's net investment in temporary investments decreased by $188 million during the six months ended June 30, 2005 and decreased by $208 million during the six months ended June 30, 2004. See Note 9 to the consolidated financial statements for additional discussion regarding these investments.
• The U.S. Utility used $64 million in 2005 and $31 million in 2004 for other regulatory investments as a result of 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

Financing activities used $74 million of cash for the six months ended June 30, 2005 compared to using $392 million of cash for the six months ended June 30, 2004 primarily due to the following activity:

• Net issuances of long-term debt by the U.S. Utility segment provided $108 million during the six months ended June 30, 2005 compared to retirements of long-term debt net of issuances using $253 million during the six months ended June 30, 2004. See Note 4 to the consolidated financial statements for the details of long-term debt activity in 2005.
• Entergy Corporation repurchased $640 million of its common stock during the six months ended June 30, 2005 compared to $271 million during the six months ended June 30, 2004. See Part II, Item 2 herein and in the First Quarter 2005 Form 10-Q for details regarding Entergy Corporation's common stock repurchases in 2005.
• Entergy Corporation increased the net borrowings on its credit facility by $585 million during the six months ended June 30, 2005 compared to $255 million during the six months ended June 30, 2004. See Note 4 to the consolidated financial statements for a description of the Entergy Corporation credit facility.

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, federal regulation, market and credit risks, utility restructuring, and nuclear matters. Following are updates to the information provided in the Form 10-K.

State and Local Rate Regulation

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

In March 2005, the LPSC approved a settlement proposal to resolve various dockets covering a range of issues for Entergy Gulf States and Entergy Louisiana. The settlement resulted in credits totaling $76 million for retail electricity customers in Entergy Gulf States' Louisiana service territory and credits totaling $14 million for retail electricity customers of Entergy Louisiana. The settlement dismissed Entergy Gulf States' fourth, fifth, sixth, seventh, and eighth annual earnings reviews, Entergy Gulf States' ninth post-merger earnings review and revenue requirement analysis, the continuation of a fuel review for Entergy Gulf States, dockets established to consider issues concerning power purchases for Entergy Gulf States and Entergy Louisiana for the summers of 2001, 2002, 2003, and 2004, all prudence issues associated with decisions made through May 2005 related to the nuclear plant uprates at issue in these cases, and an LPSC docket concerning retail i ssues arising under the System Agreement. The settlement does not include the System Agreement case at FERC. In addition, Entergy Gulf States agreed not to seek recovery from customers of $2 million of excess refund amounts associated with the fourth through the eighth annual earnings reviews and Entergy Louisiana agreed to forgo recovery of $3.5 million of deferred 2003 capacity costs associated with certain power purchase agreements. The credits were issued in connection with April 2005 billings. Entergy Gulf States and Entergy Louisiana had reserved for the approximate refund amounts.

The settlement includes the establishment of a three-year formula rate plan for Entergy Gulf States that, among other provisions, establishes an ROE mid-point of 10.65% for the initial three-year term of the plan and permits Entergy Gulf States to recover incremental capacity costs outside of a traditional base rate proceeding. Under the formula rate plan, over- and under-earnings outside an allowed range of 9.9% to 11.4% will be allocated 60% to customers and 40% to Entergy Gulf States. In addition, there is the potential to extend the formula rate plan beyond the initial three-year effective period by mutual agreement of the LPSC and Entergy Gulf States. Under the settlement, there was no change to Entergy Gulf States' retail rates at that time.

In June 2005, the Alliance for Affordable Energy and an individual plaintiff filed an appeal in the 19^th Judicial District Court for the parish of East Baton Rouge, Louisiana. The plaintiffs allege that neither Entergy Gulf States nor the LPSC published notice that a formula rate plan was to be considered as part of the settlement and that the LPSC order should be set aside as null and void and without effect because the Louisiana Constitution requires that notice be published when a utility files a proposed rate schedule that would result in a change in rates. Management believes the plaintiffs' claim is without merit and expects to intervene in the proceeding to oppose the appeal.

In June 2005, Entergy Gulf States made its formula rate plan filing with the LPSC for the test year ending December 31, 2004. The filing shows a net revenue deficiency of $2.58 million indicating that no refund liability exists. The filing also indicates that a prospective rate increase of $23.8 million is required in order for Entergy Gulf States to earn the authorized ROE mid-point of 10.65%. Subject to the consideration of comments expected to be filed by the LPSC staff and intervenors in the third quarter 2005, rate changes associated with the formula rate plan are scheduled to take effect with the first billing cycle in October 2005.  Any disputed issues will be subject to further investigation by the LPSC, with any resolution of such issues being made effective October 2005.

Regarding Entergy Louisiana's January 2004 rate filing, in March 2005, the LPSC staff and Entergy Louisiana filed a proposed settlement that includes an annual base rate increase of approximately $18.3 million that was implemented, subject to refund, effective with May 2005 billings. In May 2005, the LPSC approved a modified settlement which, among other things, reduces depreciation and decommissioning expense due to assuming a life extension of Waterford 3 and results in no change in rates. Subsequently, in June 2005, Entergy Louisiana made a revised compliance filing with the LPSC supporting a revised depreciation rate for Waterford 3, which reflects the removal of interim additions, and a rate increase from the purchase of the Perryville power plant, which results in a net $0.8 million annual rate reduction. Entergy Louisiana reduced rates effective with the first billing cycle in June 2005 and expects to refund excess revenue collected during May 2005, including interest, in the third quarter of 2005.

The May 2005 rate settlement with the LPSC includes the adoption of a three-year formula rate plan for Entergy Louisiana, the terms of which include an ROE mid-point of 10.25% for the initial three-year term of the plan and permit Entergy Louisiana to recover incremental capacity costs outside of a traditional base rate proceeding. Under the formula rate plan, over- and under-earnings outside an allowed regulatory earnings range of 9.45% to 11.05% will be allocated 60% to customers and 40% to Entergy Louisiana. The initial formula rate plan filing will be in May 2006 based on a 2005 test year with rates effective September 2006. In addition, there is the potential to extend the formula rate plan beyond the initial three-year effective period by mutual agreement of the LPSC and Entergy Louisiana.

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. In June 2005, the LPSC unanimously approved Entergy Gulf States' proposed settlement that includes a $5.8 million gas base rate increase effective the first billing cycle of July 2005 and a rate stabilization plan with an ROE mid-point of 10.5%.

Entergy Gulf States filed with the PUCT in July 2005 a request for implementation of an incremental purchased capacity recovery rider, consistent with the recently passed Texas legislation discussed below under "Utility Restructuring." The rider requests $23.1 million annually in incremental revenues on a Texas retail basis which represents the incremental purchased capacity costs, including Entergy Gulf States' obligation to purchase power from Entergy Louisiana's recently acquired Perryville plant, over what is already in Entergy Gulf States' base rates. Entergy Gulf States has reached an agreement with parties with respect to the date upon which cost recovery and cost reconciliation would begin.  The parties have agreed that Entergy Gulf States will implement the rider after approval by the PUCT which could be up to 185 days from the date of filing but will reconcile and recover incremental purchased capacity costs incurred beginn ing September 1, 2005. The September 1, 2005 agreed upon date for the beginning of the cost recovery and cost reconciliation as well as the requested amount and the processes for implementing the rider are subject to PUCT action and approval. If approved by the PUCT, the rider would be subject to semi-annual modifications and reconciliation in conjunction with Entergy Gulf States' fuel reconciliation proceedings. Also see "Utility Restructuring" below for discussion of the provisions in the Texas legislation regarding Entergy Gulf States' ability to file a general rate case and for recovery of transition to competition costs.

In May 2005, the MPSC approved a joint stipulation entered into between the Mississippi Public Utilities Staff and Entergy Mississippi regarding Entergy Mississippi's annual formula rate plan filing that provides for no change in rates based on a performance adjusted ROE mid-point of 10.50%, establishing an allowed regulatory earnings range of 9.1% to 11.9%.

In April 2005, Entergy New Orleans made its annual scheduled formula rate plan filings with the City Council.  The filings show that a decrease of $0.2 million in electric revenues is warranted and an increase of $3.9 million in gas revenues is warranted. The filings triggered the prescribed period for review by the City Council's Advisors and other parties, and rate adjustments, if any, could be implemented as soon as September 2005.

In May 2005, Entergy New Orleans filed with the City Council a request for continuation of the formula rate plan and generation performance-based rate plan for an additional three years. The filing requests a target equity component of the capital structure of 45%, an increase from the current target of 42%.

Federal Regulation

System Agreement Litigation

On June 1, 2005, the FERC issued a decision in the System Agreement litigation. The domestic utility companies historically have engaged in the coordinated planning, construction, and operation of generating and bulk transmission facilities under the terms of the System Agreement, which has been approved by the FERC. The System Agreement litigation proceedings are described in the Form 10-K.

The FERC decision concluded, among other things, that:

• The System Agreement no longer roughly equalizes production costs among the domestic utility companies.
• In order to reach rough production cost equalization, the FERC will impose a bandwidth remedy allowing for a maximum spread of 22 percent (expressed by the FERC as +/- 11%) between the total annual production costs of the highest cost and lowest cost domestic utility companies.
• When calculating the production costs for this purpose, output from the Vidalia hydroelectric power plant will not reflect the actual Vidalia price for that year but will be priced at that year's average MSS-3 price, reducing the amount of Vidalia costs reflected in the comparison of the domestic utility companies' total production costs.
• The remedy ordered by FERC calls for no refunds and would be effective based on the calendar year 2006 production costs with the first potential reallocation payments, if required, expected to be made in 2007.

The FERC's June 2005 order would reallocate production costs of the domestic utility companies whose relative total production costs expressed as a percentage of Entergy System average production costs are outside an upper or lower bandwidth. This would be accomplished by payments from domestic utility companies whose production costs are below Entergy System average production costs to domestic utility companies whose production costs are above Entergy System average production costs. An assessment of the potential effects of the FERC's June 2005 order 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 l east 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 Henry Hub gas prices have varied significantly over recent years, ranging from $1.72/mmBtu to $5.85/mmBtu for the 1995-2004 period, and averaging $3.43/mmBtu during the ten-year period 1995-2004 and $4.58/mmBtu during the five-year period 2000-2004.  Recent market conditions have resulted in gas prices that have averaged $5.85/mmBtu for the twelve months ended December 2004. During the 12 month period July 1, 2004 to June 30, 2005 forward gas contracts for each of the next four years based on daily NYMEX close averaged $6.68/mmBtu (2006), $6.25/mmBtu (2007), $5.88/mmBtu (2008) and $5.58/mmBtu (2009). If the FERC's June 2005 order becomes final and if these gas prices occur as assumed, the following potential annual production cost reallocations among the domestic utility companies could result during the 2007-2010 period:

	Range of Annual Payments or (Receipts)	Average Annual Payment or (Receipt)
	(In Millions)
Entergy Arkansas	$143 to $210	$166
Entergy Gulf States	($134) to ($87)	($113)
Entergy Louisiana	($71) to ($10)	($38)
Entergy Mississippi	($28) to $0	($11)
Entergy New Orleans	($10) to $0	($4)

If natural gas prices deviate by $1/mmBtu up or down, it is expected that Entergy Arkansas' annual payments will change in the same direction by approximately $60 to $70 million.

Various pending motions for rehearing and clarification of the FERC's June 2005 order were filed by parties to the proceeding, including the LPSC, the APSC, the MPSC, and the City Council, and by Entergy Services, Inc., on behalf of the domestic utility companies. Among other things, the LPSC's motion urged the FERC to "clarify" that the FERC's order requires the payments and receipts, to the extent any are required, to be made in 2006 based on production costs incurred in 2004 and 2005. Entergy does not believe that this request for "clarification" is consistent with the FERC order and submitted a response urging the FERC to reject this interpretation and instead find that the annual remedy order by the FERC would be evaluated based on calendar year 2006 production costs, with the first potential payments/receipts, if any were required, made in 2007.

Management believes that any changes in the allocation of production costs resulting from the FERC's June 2005 order and related retail proceedings should result in similar rate changes for retail customers. The timing of recovery of these costs in rates could be the subject of additional proceedings before Entergy's retail regulators. Although the outcome and timing of the FERC and other proceedings cannot be predicted at this time, Entergy does not believe that the ultimate resolution of these proceedings will have a material effect on its financial condition or results of operations.

See the Form 10-K for discussion of the proceeding that the LPSC commenced before itself regarding the System Agreement. As noted above in "State and Local Rate Regulation," the settlement of various issues involving Entergy Gulf States and Entergy Louisiana that was approved by the LPSC has resolved the System Agreement proceeding before the LPSC, which has been dismissed without prejudice.

Transmission

See the Form 10-K for a discussion of the petition for declaratory order that Entergy filed with the FERC in January 2005 regarding Entergy's Independent Coordinator of Transmission (ICT) proposal. On March 22, 2005, the FERC issued a declaratory order concluding that: (1) because the Southwest Power Pool (SPP) was the only entity identified as potentially being selected as the ICT and because the SPP is already a "public utility" there was no need to rule on the question of whether the functions of the ICT, alone, would serve to make the ICT a "public utility;" (2) Entergy will continue to be the "transmission provider" for transmission service across its system and that "the presence of SPP as the ICT will not change the existing balance of jurisdiction between [the FERC] and Entergy's retail regulators;" and (3) the FERC "is prepared to grant Entergy's proposed transmission pricing proposal on a two-year experimental basis, subject to certain enhancement and monitoring and reporting co nditions." The enhancements referred to by the FERC involve more fully specifying the responsibilities and duties of the ICT, including defining the ICT's role in the preparation of various transmission expansion plans and the performance of studies related to the granting of transmission or interconnection service. Before Entergy's ICT proposal can be implemented, however, Entergy is required to submit further filings with the FERC regarding the modifications and clarifications to the ICT proposal.

On April 8, 2005 several intervenors filed an Emergency Request for Clarification and Request for Expedited Commission Action seeking to have the FERC: (1) clarify the ICT's role in administering the Available Flowgate Capacity (AFC) methodology; (2) clarify the ICT's role in developing the transmission base plan; (3) clarify what the FERC meant when it required Entergy to provide firm transmission rights to customers that pay for supplemental transmission upgrades; and (4) clarify and confirm following Entergy's filing that the FERC will assess SPP's status as being independent of Entergy.

On April 21, 2005 Entergy filed a request for clarification or rehearing of the FERC's March 22 declaratory order requesting that the FERC clarify the respective role of Entergy and the ICT in developing the inputs or criteria used to create the base plan and in preparing certain studies regarding system expansion. The request for clarification further requests that the FERC clarify that the initial two-year period will commence with the actual start date of ICT operations. In the event that the FERC denies Entergy's request for clarification, then Entergy will seek rehearing on these issues. However, in its request, Entergy requested that FERC not rule on these issues at this time but, instead, that the FERC wait to evaluate these issues until such time as Entergy has filed the more detailed tariff sheets and protocols in its subsequent filing to implement the ICT. Separately, Entergy submitted a letter advising the FERC that it intended to submit on or about May 27, 2005 the filing t o implement the ICT proposal. A joint request for rehearing of the ICT declaratory order was also filed by the City Council, the LPSC, and the MPSC in which the retail regulators expressed their concerns that the findings reached in the declaratory order may result in an expansion of authority of the ICT "that is unnecessary to achieve the [FERC's] goals and is very likely to result in significant increases in the start-up and operational costs of the ICT." The retail regulators request that the FERC not act on their request for rehearing until Entergy has submitted its filing to implement the ICT. The intervenors filed a separate request for rehearing on April 21, 2005 urging the FERC to impose additional conditions on the approval of the ICT and also re-urging the FERC to reject the pricing proposal contained in the ICT proposal.

On May 12, 2005 the FERC issued an order clarifying certain aspects of its March 22 order. In the May 12 order, the FERC indicated that (1) Entergy is to work with the ICT and Entergy's stakeholders to develop procedures by which the ICT will calculate AFCs; (2) Entergy must specifically define the transmission rights that a customer that pays for supplemental upgrades will receive for such payments; (3) the FERC will review the ICT's contract to ensure that the ICT can perform its functions in an independent manner even if SPP is chosen as the ICT; and (4) the initial two-year period will start once the ICT becomes operational.

On May 27, 2005, the domestic utility companies filed the enhanced ICT proposal with the FERC. Entergy believes that the filing is consistent with the FERC guidance received in both the FERC's March 22 and May 12 orders on the ICT. Among other things, the enhanced ICT filing states that the ICT will (1) grant or deny transmission service on the domestic utility companies' transmission system; (2) administer the domestic utility companies' OASIS node for purposes of processing and evaluating transmission service requests and ensuring compliance with the domestic utility companies' obligation to post transmission-related information; (3) develop a base plan for the domestic utility companies' transmission system that will result in the ICT making the determination on whether something should be rolled into the domestic utility companies' transmission rates or directly assigned to the customer requesting or causing an upgrade to be constructed; (4) serve as the reliability coordinator for t he Entergy transmission system; and (5) oversee the operation of the weekly procurement process. The enhanced ICT proposal clarifies the rights that customers receive when they fund a supplemental upgrade and also contains a detailed methodology describing the process by which the ICT will evaluate interconnection-related investments already made on the Entergy System for purposes of determining the future allocation of the uncredited portion of these investments.

On June 3, 2005 a group of generators filed with the FERC a request that the FERC schedule a technical conference on the enhanced ICT proposal in order for Entergy to provide additional information on the enhanced ICT proposal. In response, a stakeholder meeting was held in New Orleans on June 30, 2005. Interventions and comments on the filing are due by August 5, 2005.

In addition, as discussed in the Form 10-K, Entergy Louisiana and Entergy Gulf States have filed an application with the LPSC requesting that the LPSC find that the ICT proposal is a prudent and appropriate course of action. An LPSC hearing on the ICT proposal is currently scheduled for August 2005, however certain intervenors have recently requested that the hearing be delayed until mid-September 2005.

FERC's Supply Margin Assessment

See the Form 10-K for a discussion of the FERC's supply margin assessment and, in particular, the order issued by the FERC in December 2004 pursuant to Section 206 of the Federal Power Act (FPA).  On June 30, 2005, the FERC issued an order addressing Entergy's delivered price test (DPT) analysis.  The FERC found that material questions of fact exist that may affect the results of the DPT submitted by Entergy.  These issues include, for example, whether the entire Entergy control area is the appropriate relevant geographic market or whether there exist binding transmission constraints such that it is more appropriate to define more than one geographic market within the Entergy control area.  Accordingly, the FERC initiated an evidentiary hearing to address the impact of any transmission constraints on the appropriate scope of the relevant market; which information will be required prior to the FERC making a determination on whether Entergy has market power within its con trol area. On July 22, 2005, Entergy notified the FERC that it was withdrawing its request for market-based rate authority for sales within its control area. Instead, the domestic utility companies and their affiliates will transact at cost-based rates for wholesale sales within the Entergy control area. Entergy indicated that it will file the proposed cost-based rate schedules within 60 days.Additionally, Entergy reserves its right to request market-based rate authority for sales within its control area in the future. The FERC ALJ in the proceeding issued an order that cancelled a pre-hearing conference set for July 26, 2005, set a deadline of August 8, 2005 for objections to Entergy's notice of withdrawal, and stated that if no objections were filed by August 8, 2005 Entergy's withdrawal notice will have disposed of all pending issues in the proceeding. The relinquishment of market-based rates for sales within the Entergy control area is not expecte d to have a material effect on the financial results of Entergy.

Additionally, on May 5, 2005, the FERC issued an order addressing the remaining prongs in the market-based rate proceeding: transmission market power, barriers to entry/reciprocal dealing, and affiliate abuse.  The FERC granted rehearing in part and instituted a proceeding under Section 206 of the FPA to investigate whether Entergy satisfies the FERC's transmission market power and affiliate abuse/reciprocal dealing standards for the granting of market-based rate authority, and established a refund effective date pursuant to the provisions of Section 206, for purposes of the additional issues set for hearing.  However, the FERC decided to hold that investigation in abeyance pending the outcomes of the ICT proceeding and the affiliate purchased power agreements proceeding.  The FERC declined to require a hearing on the remaining prong regarding barriers to entry.  On June 6, 2005, Entergy sought rehearing of the May 5 Order and that request for rehearing is pending .

Interconnection Orders

See the Form 10-K for a discussion of the ALJ Initial Decision and FERC order directing Entergy Louisiana to refund, in the form of transmission credits, approximately $15 million in expenses and tax obligations previously paid by a generator. Entergy's request for rehearing was denied by the FERC.

Available Flowgate Capacity Proceedings

See the Form 10-K for a discussion of proceedings at the FERC involving Entergy's Available Flowgate Capacity (AFC) methodology. On March 22, 2005, the FERC issued an order contemporaneously with the ICT declaratory order discussed above that holds the AFC hearing in abeyance pending action on Entergy's upcoming ICT filing. The order holding the hearing in abeyance further indicated that it would cancel the hearing when the ICT begins to perform its functions. On April 8, 2005 several intervenors filed Emergency Motions for Interim Relief and Expedited Commission Action requesting that, during the interim period before the implementation of the ICT, the FERC (1) institute an audit process to examine and modify Entergy's current AFC process; and (2) require SPP to become involved in the AFC stakeholder process and order certain modifications to Entergy's stakeholder process. The audit process being proposed by the intervenors would not involve an independent auditor, but instead wou ld be an investigation performed by a representative from the intervenors, Entergy, and possibly SPP.  On April 25, 2005, Entergy filed its response to the emergency motion urging the FERC to reject the intervenors' request for the "audit" because the type of investigation proposed by the intervenors would be neither independent nor fair and would only distract from the implementation of the ICT.  Instead, Entergy has proposed that the ICT conduct an independent review of the AFC process and procedures as part of its transition to assuming the identified ICT responsibilities, including the calculation of the AFCs.  Entergy further indicated that it would welcome SPP's participation in the current stakeholder process. On April 21, 2005, the intervenors filed a separate request for rehearing arguing that the FERC must allow the AFC hearing to proceed in parallel with the establishment of the ICT. See "Transmission" above for further discussion of AFC.

Utility Restructuring

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

Retail-Texas

In June 2005, a Texas law was enacted which provides that:

• Entergy Gulf States is authorized by the legislation to proceed with a jurisdictional separation into two vertically integrated utilities, one subject solely to the retail jurisdiction of the LPSC and one subject solely to the retail jurisdiction of the PUCT;
• the portions of all prior PUCT orders requiring Entergy Gulf States to comply with any provisions of Texas law governing transition to retail competition are void;
• Entergy Gulf States must file a plan by January 1, 2006, identifying the power region(s) to be considered for certification and the steps and schedule to achieve certification;
• Entergy Gulf States must file a transition to competition plan no later than January 1, 2007, that would address how Entergy Gulf States intends to mitigate market power and achieve full customer choice, including potential construction of additional transmission facilities, generation auctions, generation capacity divestiture, reinstatement of a customer choice pilot project, establishment of a price to beat, and other measures;
• Entergy Gulf States' rates are subject to cost-of-service regulation until retail customer choice is implemented;
• Entergy Gulf States may not file a general base rate case in Texas before June 30, 2007, with rates effective no earlier than June 30, 2008, but may seek before then the recovery of certain incremental purchased power capacity costs, adjusted for load growth, not in excess of five percent of its annual base rate revenues (as discussed above in "State and Local Regulation," in July 2005 Entergy Gulf States filed a request for implementation of an incremental purchased capacity recovery rider); and
• Entergy Gulf States may recover over a period not to exceed 15 years reasonable and necessary transition to competition costs incurred before the effective date of the legislation and not previously recovered, with appropriate carrying charges.

Retail-Louisiana

In November 2001, the LPSC decided not to move forward with retail open access for any customers at this time. The LPSC instead directed its staff to hold collaborative group meetings concerning open access from time to time, and to have the LPSC staff monitor developments in neighboring states and to report to the LPSC regarding the progress of retail access developments in those states. In September 2004, in response to a study performed by the Louisiana State University Center for Energy Studies that evaluated a limited industrial-only retail choice program, the LPSC asked the LPSC staff to solicit comments and obtain information from utilities, customers, and other interested parties concerning the potential costs and benefits of a limited choice program, the impact of such a program on other customers, as well as issues such as stranded costs and transmission service.  Comments from interested parties were filed with the LPSC in Janua ry 2005. A technical conference was held in April 2005 and in May 2005 interested parties filed reply comments to arguments made at the technical conference. Entergy stated that it believes that there is no new information or credible evidence that would justify altering the LPSC's previous conclusion that retail access is not in the public interest.

Federal Legislation

In late July 2005 the U.S. Congress passed broad new energy legislation, the Energy Policy Act of 2005. The legislation contains electricity provisions that, among other things:

• Repeal the Public Utility Holding Company Act of 1935 (PUHCA), effective six months after enactment of the Energy Policy Act. As a registered holding company system, Entergy is subject to PUHCA. Some of the more significant effects of PUHCA are that it limits the operations of a registered holding company system to a single, integrated public utility system; regulates transactions among affiliates within a holding company system; governs the issuance, acquisition, and disposition of securities and assets by registered holding companies and their subsidiaries; limits the entry by registered holding companies and their subsidiaries into businesses other than electric or gas utility businesses; and requires SEC approval for certain utility mergers and acquisitions. Certain consumer protection authorities were transferred to the FERC, including new authority over utility mergers and acquisitions, and to the state or local regulatory commissions.
• Codifies the concept of participant funding, a form of cost allocation for transmission interconnections and upgrades, and allows FERC to apply participant funding in all regions of the country. Participant funding helps ensure that a utility's native load customers only bear the costs that are necessary to provide reliable transmission service to them and not bear costs required by generators who seek to deliver power to other regions.
• Provides financing benefits, including loan guarantees and production tax credits, for new nuclear plant construction, and reauthorizes the Price-Anderson Act, the law that provides an umbrella of insurance protection for the payment of public liability claims in the event of a major nuclear power plant incident.
• Revises current tax law treatment of nuclear decommissioning trust funds by allowing regulated and nonregulated taxpayers to make deductible contributions to fund the entire amount of estimated future decommissioning costs.
• Provides a more rapid tax depreciation schedule for transmission ass ets to encourage investment.
• Creates mandatory electricity reliability guidelines with enforceable penalties to help ensure that the nation's power transmission grid is kept in good repair and that disruptions in the electricity system are minimized.  Entergy already voluntarily complies with National Electricity Reliability Council standards, which are similar.
• Establishes conditions for the elimination of the Public Utility Regulatory Policy Act's (PURPA) mandatory purchase obligation from qualifying facilities.

The President is expected to sign the Energy Policy Act in August 2005. The Energy Power Act requires several rulemakings by the FERC and other government agencies in order to implement its provisions. Therefore, it will be some time before a full assessment of its effect on Entergy and the energy industry can be completed.

Market and Credit Risks

Commodity Price Risk

As discussed in the Form 10-K, some of the agreements to sell the power produced by Entergy's Non-Utility Nuclear power plants and the wholesale supply agreements entered into by Entergy's Competitive Retail business 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 and Competitive Retail businesses sell 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 June 30, 2005, based on power prices at that time, Entergy had in place as collateral $922.7 million of Entergy Corporation guarantees, $81.0 million of which support letters of credit. In the event of a decrease in Entergy Corpo ration'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.

Central States Compact Claim

The Low-Level Radioactive Waste Policy Act of 1980 holds each state responsible for disposal of low-level radioactive waste originating in that state, but allows states to participate in regional compacts to fulfill their responsibilities jointly.  Arkansas and Louisiana participate in the Central Interstate Low-Level Radioactive Waste Compact (Central States Compact or Compact).  Commencing in 1998, Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana made a series of contributions to the Central States Compact to fund the Central States Compact's development of a low-level radioactive waste disposal facility to be located in Boyd County, Nebraska.  In December 1998, Nebraska, the host state for the proposed Central States Compact disposal facility, denied the compact's license application for the proposed disposal facility.  Several parties, including the commission that governs the compact (the Compact Commission), filed a lawsuit against Nebraska seeking damages resulting from Nebraska's denial of the proposed facility's license.  After a trial, the U.S. District Court concluded that Nebraska violated its good faith obligations regarding the proposed waste disposal facility and rendered a judgment against Nebraska in the amount of $151 million.  In August 2004, Nebraska agreed to pay the Compact $141 million in settlement of the judgment. In July 2005, the Compact Commission decided to distribute a substantial portion of the proceeds from the settlement to the nuclear power generators that had contributed funding for the Boyd County facility, including Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana. On August 1, 2005, Nebraska paid the full amount of the settlement to the Compact, and the Compact distributed from the settlement proceeds $23.6 million to Entergy Arkansas, $19.9 million to Entergy Gulf States, and $18.4 million to Entergy Louisiana.  Management is still analyzing the accounting treatment of the receip ts, but expects that some portion of the receipts could result in income for Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana.

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, unbilled revenue, impairment of long-lived assets, pension and other postretirement benefits, and other contingencies. The following is an update to the information provided in the Form 10-K.

Nuclear Decommissioning Costs

In the first quarter of 2005, Entergy's Non-Utility Nuclear business recorded a reduction of $26.0 million in its decommissioning cost liability in conjunction with a new decommissioning cost study as a result of revised decommissioning costs and changes in assumptions regarding the timing of when the decommissioning of a plant will begin. The revised estimate resulted in miscellaneous income of $26.0 million ($15.8 million net-of-tax), reflecting the excess of the reduction in the liability over the amount of undepreciated asset retirement cost.

In the second quarter of 2005, Entergy Louisiana recorded a revision to its estimated decommissioning cost liability in accordance with a new decommissioning cost study for Waterford 3 that reflected an expected life extension for the plant. The revised estimate resulted in a $153.6 million reduction in its decommissioning liability, along with a $49.2 million reduction in utility plant and a $104.4 million reduction in the related regulatory asset.

Recently Issued Accounting Pronouncements

In the first quarter 2005, FASB issued FASB Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations - an interpretation of FASB Statement No. 143" (FIN 47). FIN 47 requires companies to recognize at fair value a liability for a conditional asset retirement obligation when incurred, which is generally upon an asset's acquisition, construction, development, or through its normal operation. A conditional asset retirement obligation is generally a legal obligation to incur costs to remove an asset or part of an asset, such as an obligation to comply with environmental regulations and requirements. The obligation is conditional because there is currently no legal requirement to retire or remove the facility that the affected asset is a part of. FIN 47 requires that uncertainty about the timing or method of settlement of a conditional asset retirement obligation be factored into the measurement of the liability when sufficient information becomes available. FIN 4 7 will be effective for Entergy no later than December 31, 2005. Entergy does not believe that the adoption of FIN 47 will be material to its financial position or results of operations because it estimates that any conditional asset retirement obligations required to be recognized under FIN 47 would be offset by a regulatory asset because of the expected recovery of these future costs in rates.

(Page left blank intentionally)

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 2005 and 2004
(Unaudited)
	Three Months Ended		Six Months Ended
	2005	2004	2005	2004
	(In Thousands, Except Share Data)
OPERATING REVENUES
Domestic electric	$2,124,134	$1,952,049	$3,868,516	$3,653,377
Natural gas	43,660	38,146	130,610	121,962
Competitive businesses	541,725	494,902	1,033,806	961,307
TOTAL	2,709,519	2,485,097	5,032,932	4,736,646
OPERATING EXPENSES
Operating and Maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale	474,203	488,368	1,054,284	1,038,495
Purchased power	739,786	555,439	1,239,565	1,004,959
Nuclear refueling outage expenses	39,150	39,099	78,960	80,706
Other operation and maintenance	599,575	567,746	1,134,239	1,068,997
Decommissioning	36,525	37,098	73,524	75,446
Taxes other than income taxes	107,465	103,283	210,454	200,585
Depreciation and amortization	213,902	215,640	438,079	426,289
Other regulatory credits - net	(30,697)	(15,888)	(47,462)	(31,977)
TOTAL	2,179,909	1,990,785	4,181,643	3,863,500
OPERATING INCOME	529,610	494,312	851,289	873,146
OTHER INCOME
Allowance for equity funds used during construction	11,164	8,016	24,049	15,479
Interest and dividend income	34,756	25,823	65,646	54,074
Equity in earnings (loss) of unconsolidated equity affiliates	2,158	20,288	(35)	40,107
Miscellaneous - net	(11,333)	13,571	14,469	18,740
TOTAL	36,745	67,698	104,129	128,400
INTEREST AND OTHER CHARGES
Interest on long-term debt	109,299	116,211	220,052	235,672
Other interest - net	14,058	13,563	26,222	19,778
Allowance for borrowed funds used during construction	(6,181)	(4,970)	(13,690)	(10,124)
TOTAL	117,176	124,804	232,584	245,326
INCOME BEFORE INCOME TAXES	449,179	437,206	722,834	756,220
Income taxes	156,390	166,195	251,425	272,192
CONSOLIDATED NET INCOME	292,789	271,011	471,409	484,028
Preferred dividend requirements and other	6,639	5,829	13,263	11,685
EARNINGS APPLICABLE TO
COMMON STOCK	$286,150	$265,182	$458,146	$472,343
Earnings per average common share:
Basic	$1.36	$1.16	$2.15	$2.06
Diluted	$1.33	$1.14	$2.11	$2.02
Dividends declared per common share	$0.54	$0.45	$1.08	$0.90
Average number of common shares outstanding:
Basic	211,134,467	228,714,654	212,622,976	229,489,646
Diluted	215,568,534	232,775,049	217,091,580	234,007,635
See Notes to Consolidated Financial Statements.

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2005 and 2004
(Unaudited)
	2005	2004
	(In Thousands)
OPERATING ACTIVITIES
Consolidated net income	$471,409	$484,028
Adjustments to reconcile consolidated net income to net cash flow
provided by operating activities:
Reserve for regulatory adjustments	(73,803)	2,407
Other regulatory credits - net	(47,462)	(31,977)
Depreciation, amortization, and decommissioning	511,603	501,735
Deferred income taxes and investment tax credits	95,985	138,574
Equity in earnings (loss) of unconsolidated equity affiliates - net of dividends	35	(13,824)
Changes in working capital:
Receivables	(129,074)	(184,375)
Fuel inventory	13,246	(22,592)
Accounts payable	(25,284)	33,120
Taxes accrued	74,540	111,393
Interest accrued	(18,118)	(18,811)
Deferred fuel	(97,100)	1,911
Other working capital accounts	(54,588)	23,352
Provision for estimated losses and reserves	10,272	(2,239)
Changes in other regulatory assets	25,234	4,217
Other	10,176	(97,849)
Net cash flow provided by operating activities	767,071	929,070
INVESTING ACTIVITIES
Construction/capital expenditures	(639,651)	(595,618)
Allowance for equity funds used during construction	24,049	15,479
Nuclear fuel purchases	(184,445)	(100,229)
Proceeds from sale/leaseback of nuclear fuel	125,680	61,694
Proceeds from sale of assets and businesses	-	21,978
Payment for purchase of plant	(162,075)	-
Investment in non-utility properties	-	(8,442)
Decrease (increase) in other investments	63,193	(11,071)
Purchases of other temporary investments	(1,591,025)	(376,100)
Liquidation of other temporary investments	1,778,975	583,600
Decommissioning trust contributions and realized change in trust assets	(48,527)	(44,588)
Other regulatory investments	(63,800)	(30,696)
Net cash flow used in investing activities	(697,626)	(483,993)
See Notes to Consolidated Financial Statements.
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2005 and 2004
(Unaudited)
	2005	2004
	(In Thousands)
FINANCING ACTIVITIES
Proceeds from the issuance of:
Long-term debt	637,215	272,977
Preferred stock	30,000	-
Common stock and treasury stock	89,868	107,840
Retirement of long-term debt	(531,919)	(539,779)
Repurchase of common stock	(639,820)	(271,237)
Redemption of preferred stock	(2,250)	(2,250)
Changes in credit line borrowings - net	584,850	255,000
Dividends paid:
Common stock	(229,353)	(202,349)
Preferred stock	(13,261)	(11,913)
Net cash flow used in financing activities	(74,670)	(391,711)
Effect of exchange rates on cash and cash equivalents	129	(2,401)
Net increase (decrease) in cash and cash equivalents	(5,096)	50,965
Cash and cash equivalents at beginning of period	619,786	507,433
Cash and cash equivalents at end of period	$614,690	$558,398
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized	$250,302	$259,674
Income taxes	$83,688	$25,729

ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
June 30, 2005 and December 31, 2004
(Unaudited)
	2005	2004
	(In Thousands)
CURRENT ASSETS
Cash and cash equivalents:
Cash	$104,992	$79,136
Temporary cash investments - at cost,
which approximates market	509,698	540,650
Total cash and cash equivalents	614,690	619,786
Other temporary investments	-	187,950
Notes receivable	2,051	3,092
Accounts receivable:
Customer	415,382	435,191
Allowance for doubtful accounts	(21,979)	(23,758)
Other	368,400	342,289
Accrued unbilled revenues	597,361	460,039
Total receivables	1,359,164	1,213,761
Deferred fuel costs	223,980	85,911
Accumulated deferred income taxes	8,303	76,899
Fuel inventory - at average cost	114,005	127,251
Materials and supplies - at average cost	579,375	569,407
Deferred nuclear refueling outage costs	159,484	107,782
Prepayments and other	117,862	116,279
TOTAL	3,178,914	3,108,118
OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity	168,040	231,779
Decommissioning trust funds	2,543,275	2,453,406
Non-utility property - at cost (less accumulated depreciation)	224,545	219,717
Other	76,158	90,992
TOTAL	3,012,018	2,995,894
PROPERTY, PLANT AND EQUIPMENT
Electric	29,710,868	29,053,340
Property under capital lease	732,583	738,554
Natural gas	276,874	262,787
Construction work in progress	1,082,681	1,197,551
Nuclear fuel under capital lease	268,193	262,469
Nuclear fuel	339,446	320,813
TOTAL PROPERTY, PLANT AND EQUIPMENT	32,410,645	31,835,514
Less - accumulated depreciation and amortization	13,431,269	13,139,883
PROPERTY, PLANT AND EQUIPMENT - NET	18,979,376	18,695,631
DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
SFAS 109 regulatory asset - net	737,906	746,413
Other regulatory assets	1,381,259	1,429,261
Long-term receivables	29,884	39,417
Goodwill	377,172	377,172
Other	884,622	918,871
TOTAL	3,410,843	3,511,134
TOTAL ASSETS	$28,581,151	$28,310,777
See Notes to Consolidated Financial Statements.
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
June 30, 2005 and December 31, 2004
(Unaudited)
	2005	2004
	(In Thousands)
CURRENT LIABILITIES
Currently maturing long-term debt	$375,286	$492,564
Notes payable	43	193
Accounts payable	871,244	896,528
Customer deposits	234,223	222,320
Taxes accrued	237,239	224,011
Nuclear refueling outage costs	6,021	-
Interest accrued	126,360	144,478
Obligations under capital leases	135,262	133,847
Other	260,706	218,442
TOTAL	2,246,384	2,332,383
NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued	5,097,025	5,067,381
Accumulated deferred investment tax credits	389,468	399,228
Obligations under capital leases	170,322	146,060
Other regulatory liabilities	378,485	329,767
Decommissioning and retirement cost liabilities	1,959,346	2,066,277
Transition to competition	79,101	79,101
Regulatory reserves	20,174	103,061
Accumulated provisions	560,478	549,914
Long-term debt	7,843,705	7,016,831
Preferred stock with sinking fund	15,150	17,400
Other	1,475,720	1,541,331
TOTAL	17,988,974	17,316,351
Commitments and Contingencies
Preferred stock without sinking fund	395,683	365,356
SHAREHOLDERS' EQUITY
Common stock, $.01 par value, authorized 500,000,000
shares; issued 248,174,087 shares in 2005 and in 2004	2,482	2,482
Paid-in capital	4,845,037	4,835,375
Retained earnings	5,212,985	4,984,302
Accumulated other comprehensive loss	(147,007)	(93,453)
Less - treasury stock, at cost (38,226,127 shares in 2005 and
31,345,028 shares in 2004)	1,963,387	1,432,019
TOTAL	7,950,110	8,296,687
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$28,581,151	$28,310,777
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 Six Months Ended June 30, 2005 and 2004
(Unaudited)
	Three Months Ended
	2005		2004
	(In Thousands)
RETAINED EARNINGS
Retained Earnings - Beginning of period	$5,040,655		$4,605,907
Add - Earnings applicable to common stock	286,150	$286,150	265,182	$265,182
Deduct:
Dividends declared on common stock	113,820		102,458
Capital stock and other expenses	-		295
Total	113,820		102,753
Retained Earnings - End of period	$5,212,985		$4,768,336
ACCUMULATED OTHER COMPREHENSIVE
INCOME (LOSS) (Net of Taxes):
Balance at beginning of period
Accumulated derivative instrument fair value changes	($161,446)		($41,997)
Other accumulated comprehensive income items	44,649		48,490
Total	(116,797)		6,493
Net derivative instrument fair value changes
arising during the period	(46,621)	(46,621)	(77,544)	(77,544)
Foreign currency translation adjustments	(85)	(85)	693	693
Net unrealized investment gains (losses)	16,496	16,496	(24,843)	(24,843)
Balance at end of period:
Accumulated derivative instrument fair value changes	($208,067)		($119,541)
Other accumulated comprehensive income items	61,060		24,340
Total	($147,007)		($95,201)
Comprehensive Income		$255,940		$163,488
PAID-IN CAPITAL
Paid-in Capital - Beginning of period	$4,826,797		$4,792,171
Add: Common stock issuances related to stock plans	18,240		26,873
Paid-in Capital - End of period	$4,845,037		$4,819,044
	Six Months Ended
	2005		2004
	(In Thousands)
RETAINED EARNINGS
Retained Earnings - Beginning of period	$4,984,302		$4,502,508
Add - Earnings applicable to common stock	458,146	$458,146	472,343	$472,343
Deduct:
Dividends declared on common stock	229,448		206,220
Capital stock and other expenses	15		295
Total	229,463		206,515
Retained Earnings - End of period	$5,212,985		$4,768,336
ACCUMULATED OTHER COMPREHENSIVE
INCOME (LOSS) (Net of Taxes):
Balance at beginning of period
Accumulated derivative instrument fair value changes	($141,411)		($25,811)
Other accumulated comprehensive income items	47,958		18,016
Total	(93,453)		(7,795)
Net derivative instrument fair value changes
arising during the period	(66,655)	(66,655)	(93,730)	(93,730)
Foreign currency translation adjustments	(129)	(129)	2,401	2,401
Minimum pension liability adjustment	(2,054)	(2,054)	-	-
Net unrealized investment gains	15,284	15,284	3,923	3,923
Balance at end of period:
Accumulated derivative instrument fair value changes	($208,066)		($119,541)
Other accumulated comprehensive income items	61,059		24,340
Total	($147,007)		($95,201)
Comprehensive Income		$404,592		$384,937
PAID-IN CAPITAL
Paid-in Capital - Beginning of period	$4,835,375		$4,767,615
Add: Common stock issuances related to stock plans	9,662		51,429
Paid-in Capital - End of period	$4,845,037		$4,819,044
See Notes to Consolidated Financial Statements.

ENTERGY CORPORATION AND SUBSIDIARIES
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 2005 and 2004
(Unaudited)
	Three Months Ended		Increase/
Description	2005	2004	(Decrease)	%
	(Dollars In Millions)
U.S. Utility Electric Operating Revenues:
Residential	$607	$603	$4	1
Commercial	480	479	1	- -
Industrial	560	558	2	- -
Governmental	48	48	-	- -
Total retail	1,695	1,688	7	- -
Sales for resale	105	104	1	1
Other	324	160	164	103
Total	$2,124	$1,952	$172	9
U.S. Utility Billed Electric Energy
Sales (GWh):
Residential	7,005	6,911	94	1
Commercial	6,287	6,220	67	1
Industrial	9,810	9,922	(112)	(1)
Governmental	620	609	11	2
Total retail	23,722	23,662	60	- -
Sales for resale	1,938	2,367	(429)	(18)
Total	25,660	26,029	(369)	(1)
	Six Months Ended		Increase/
Description	2005	2004	(Decrease)	%
	(Dollars In Millions)
U.S. Utility Electric Operating Revenues:
Residential	$1,229	$1,212	$17	1
Commercial	942	914	28	3
Industrial	1,116	1,072	44	4
Governmental	93	92	1	1
Total retail	3,380	3,290	90	3
Sales for resale	200	203	(3)	(1)
Other	288	160	128	80
Total	$3,868	$3,653	$215	6
U.S. Utility Billed Electric Energy
Sales (GWh):
Residential	14,575	14,637	(62)	- -
Commercial	12,277	12,107	170	1
Industrial	19,406	19,412	(6)	- -
Governmental	1,229	1,209	20	2
Total retail	47,487	47,365	122	- -
Sales for resale	3,670	4,785	(1,115)	(23)
Total	51,157	52,150	(993)	(2)

ENTERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. COMMITMENTS AND CONTINGENCIES

Nuclear Insurance

See Note 8 to the consolidated financial statements in the Form 10-K for information on nuclear liability and property and replacement power insurance associated with Entergy's nuclear power plants.

Nuclear Decommissioning and Other Retirement Costs

See Note 8 to the consolidated financial statements in the Form 10-K for information on nuclear decommissioning costs. In the first quarter of 2005, Entergy's Non-Utility Nuclear business recorded a reduction of $26.0 million in its decommissioning cost liability in conjunction with a new decommissioning cost study as a result of revised decommissioning costs and changes in assumptions regarding the timing of when the decommissioning of a plant will begin. The revised estimate resulted in miscellaneous income of $26.0 million ($15.8 million net-of-tax), reflecting the excess of the reduction in the liability over the amount of undepreciated asset retirement cost.

In the second quarter of 2005, Entergy Louisiana recorded a revision to its estimated decommissioning cost liability in accordance with a new decommissioning cost study for Waterford 3 that reflected an expected life extension for the plant. The revised estimate resulted in a $153.6 million reduction in its decommissioning liability, along with a $49.2 million reduction in utility plant and a $104.4 million reduction in the related regulatory asset.

Income Taxes

See Note 8 to the consolidated financial statements in the Form 10-K for information regarding certain material income tax audit matters involving Entergy. Following is an update to that disclosure.

Mark to Market of Certain Power Contracts

As discussed in the Form 10-K, in 2001, Entergy Louisiana changed its method of accounting for income tax purposes related to its wholesale electric power contracts. The most significant of these is the contract to purchase power from the Vidalia hydroelectric project. On audit of Entergy Louisiana's 2001 tax return, the IRS made an adjustment reducing the amount of the deduction associated with this method change. The adjustment had no material impact on Entergy Louisiana's earnings and required no additional cash payment of 2001 income tax. The Vidalia contract method change has resulted in cumulative cash flow benefits of approximately $790 million through June 30, 2005. This benefit is expected to reverse in the years 2005 through 2031. The tax accounting election has had no effect on book income tax expense. The timing of the reversal of this benefit depends on several variables, including the price of power.

CashPoint Bankruptcy

See Note 8 to the consolidated financial statements in the Form 10-K for information regarding the bankruptcy of CashPoint, which managed a network of payment agents for the domestic utility companies.

Harrison County Plant Fire

On May 13, 2005, an explosion and fire damaged the non-nuclear wholesale assets business's Harrison County power plant.  A catastrophic failure and subsequent natural gas escape from a nearby 36-inch interstate pipeline owned and operated by a third party is believed to have caused the damage.  Current estimates are that the cost to clean-up the site and reconstruct the damaged portions of the plant could be at least $50 million and take until

second quarter 2006 to be completed.  The plant's property insurer has acknowledged coverage, subject to a $200 thousand deductible. Entergy does not expect the damage caused to the Harrison County plant to have a material effect on its financial position or results of operations.

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

Retail Rate Proceedings

See Note 2 to the consolidated financial statements in the Form 10-K for information regarding retail rate proceedings involving the domestic utility companies. The following are updates to the Form 10-K.

Filings with the LPSC

Global Settlement (Entergy Gulf States and Entergy Louisiana)

In March 2005, the LPSC approved a settlement proposal to resolve various dockets covering a range of issues for Entergy Gulf States and Entergy Louisiana. The settlement resulted in credits totaling $76 million for retail electricity customers in Entergy Gulf States' Louisiana service territory and credits totaling $14 million for retail electricity customers of Entergy Louisiana. The settlement dismissed Entergy Gulf States' fourth, fifth, sixth, seventh, and eighth annual earnings reviews, Entergy Gulf States' ninth post-merger earnings review and revenue requirement analysis, the continuation of a fuel review for Entergy Gulf States, dockets established to consider issues concerning power purchases for Entergy Gulf States and Entergy Louisiana for the summers of 2001, 2002, 2003, and 2004, all prudence issues associated with decisions made through May 2005 related to the nuclear plant uprates at issue in these cases, and an LPSC docket concerning retail issues arising under the S ystem Agreement. The settlement does not include the System Agreement case at FERC. In addition, Entergy Gulf States agreed not to seek recovery from customers of $2 million of excess refund amounts associated with the fourth through the eighth annual earnings reviews and Entergy Louisiana agreed to forgo recovery of $3.5 million of deferred 2003 capacity costs associated with certain power purchase agreements. The credits were issued in connection with April 2005 billings. Entergy Gulf States and Entergy Louisiana reserved for the approximate refund amounts.

The settlement includes the establishment of a three-year formula rate plan for Entergy Gulf States that, among other provisions, establishes an ROE mid-point of 10.65% for the initial three-year term of the plan and permits Entergy Gulf States to recover incremental capacity costs outside of a traditional base rate proceeding. Under the formula rate plan, over- and under-earnings outside an allowed range of 9.9% to 11.4% will be allocated 60% to customers and 40% to Entergy Gulf States. In addition, there is the potential to extend the formula rate plan beyond the initial three-year effective period by mutual agreement of the LPSC and Entergy Gulf States. Under the settlement, there was no change to Entergy Gulf States' retail rates at that time.

Retail Rates - Electric

(Entergy Louisiana)

See Note 2 to consolidated financial statements in the Form 10-K for discussion of Entergy Louisiana's rate filing with the LPSC requesting a base rate increase. In March 2005, the LPSC staff and Entergy Louisiana filed a proposed settlement that included an annual base rate increase of approximately $18.3 million which was implemented, subject to refund, effective with May 2005 billings. In May 2005, the LPSC approved a modified settlement which, among other things, reduces depreciation and decommissioning expense due to assuming a life extension of Waterford 3 and results in no change in rates. Subsequently, in June 2005, Entergy Louisiana made a revised compliance filing with the LPSC supporting a revised depreciation rate for Waterford 3, which reflects the removal of interim additions, and a rate increase from the purchase of the Perryville power plant, which results in a net $0.8 million annual rate reduction. Entergy Louisiana reduced rates effective with the first billi ng cycle in June 2005 and expects to refund excess revenue collected during May 2005, including interest, in the third quarter of 2005.

The May 2005 rate settlement includes the adoption of a three-year formula rate plan, the terms of which include an ROE mid-point of 10.25% for the initial three-year term of the plan and permit Entergy Louisiana to recover incremental capacity costs outside of a traditional base rate proceeding. Under the formula rate plan, over- and under-earnings outside an allowed regulatory earnings range of 9.45% to 11.05% will be allocated 60% to customers and 40% to Entergy Louisiana. The initial formula rate plan filing will be in May 2006 based on a 2005 test year with rates effective September 2006. In addition, there is the potential to extend the formula rate plan beyond the initial three-year effective period by mutual agreement of the LPSC and Entergy Louisiana.

(Entergy Gulf States)

In June 2005, Entergy Gulf States made its formula rate plan filing with the LPSC for the test year ending December 31, 2004. The filing shows a net revenue deficiency of $2.58 million indicating that no refund liability exists. The filing also indicates that a prospective rate increase of $23.8 million is required in order for Entergy Gulf States to earn the authorized ROE mid-point of 10.65%. Subject to the consideration of comments expected to be filed by the LPSC staff and intervenors in the third quarter 2005, rate changes associated with the formula rate plan are scheduled to take effect with the first billing cycle in October 2005.  Any disputed issues will be subject to further investigation by the LPSC, with any resolution of such issues being made effective October 2005.

Retail Rates - Gas (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. In June 2005, the LPSC unanimously approved Entergy Gulf States' proposed settlement that includes a $5.8 million gas base rate increase effective the first billing cycle of July 2005 and a rate stabilization plan with an ROE mid-point of 10.5%.

Filings with the PUCT (Entergy Gulf States)

Entergy Gulf States filed with the PUCT in July 2005 a request for implementation of an incremental purchased capacity recovery rider, consistent with the recently passed Texas legislation discussed below under "Electric Industry Restructuring and the Continued Application of SFAS 71." The rider requests $23.1 million annually in incremental revenues on a Texas retail basis which represents the incremental purchased capacity costs, including Entergy Gulf States' obligation to purchase power from Entergy Louisiana's recently acquired Perryville plant, over what is already in Entergy Gulf States' base rates. Entergy Gulf States has reached an agreement with parties with respect to the date upon which cost recovery and cost reconciliation would begin.  The parties have agreed that Entergy Gulf States will implement the rider after approval by the PUCT which could be up to 185 days from the date of filing but will reconci le and recover incremental purchased capacity costs incurred beginning September 1, 2005. The September 1, 2005 agreed upon date for the beginning of the cost recovery and cost reconciliation as well as the requested amount and the processes for implementing the rider are subject to PUCT action and approval. If approved by the PUCT, the rider would be subject to semi-annual modifications and reconciliation in conjunction with Entergy Gulf States' fuel reconciliation proceedings. Also see "Electric Industry Restructuring and the Continued Application of SFAS 71" below for discussion of the provisions in the Texas legislation regarding Entergy Gulf States' ability to file a general rate case and for recovery of transition to competition costs.

Filings with the City Council (Entergy New Orleans)

In April 2005, Entergy New Orleans made its annual scheduled formula rate plan filings with the City Council.  The filings show that a decrease of $0.2 million in electric revenues is warranted and an increase of $3.9 million in gas revenues is warranted. The filings triggered the prescribed period for review by the City Council's Advisors and other parties, and rate adjustments, if any, could be implemented as soon as September 2005.

In May 2005, Entergy New Orleans filed with the City Council a request for continuation of the formula rate plan and generation performance-based rate plan for an additional three years. The filing requests a target equity component of the capital structure of 45%, an increase from the current target of 42%.

Deferred Fuel Costs

See Note 2 to the consolidated financial statements in the Form 10-K for information regarding fuel proceedings involving the domestic utility companies. The following are updates to the Form 10-K.

In March 2005, Entergy Arkansas filed with the APSC its energy cost recovery rider for the period April 2005 through March 2006. The filed energy cost rate, which accounts for 15 percent of a typical residential customer's bill using 1,000 kWh per month, increased 31 percent primarily attributable to a true-up adjustment for an under-recovery balance of $11.2 million and a nuclear refueling adjustment resulting from outages scheduled in 2005 at ANO 1 and 2.

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. This amount includes $8.6 million of under-recovered costs that Entergy Gulf States is asking to reconcile and 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 a January 2001 proceeding that is now on appeal. On January 31, 2005, the ALJ issued a Proposal for Decision that recommended disallowing $10.7 million (excluding interest) related to these two issues. In April 2005, the PUCT issued an order reversing in part the ALJ's Proposal for Decision and allowing Entergy Gulf States to recover a part of its request related to the imputed capacity and River Bend payme nt issues. The PUCT's order reduced the disallowance in the case to $8.3 million. Both Entergy Gulf States and certain cities served by Entergy Gulf States filed motions for rehearing on these issues which were denied by the PUCT. Entergy Gulf States and certain Cities filed appeals to the Travis County District Court. The appeals are pending. Any disallowance will be netted against Entergy Gulf States' under-recovered costs and will be included in its deferred fuel costs balance.

In January 2001, Entergy Gulf States filed with the PUCT a fuel reconciliation case covering the period from March 1999 through August 2000. Entergy Gulf States was reconciling approximately $583 million of fuel and purchased power costs. As part of this filing, Entergy Gulf States requested authority to collect $28 million, plus interest, of under-recovered fuel and purchased power costs. In August 2002, the PUCT reduced Entergy Gulf States' request to approximately $6.3 million, including interest through July 31, 2002. Approximately $4.7 million of the total reduction to the requested surcharge relates to nuclear fuel costs that the PUCT deferred ruling on at that time. In October 2002, Entergy Gulf States appealed the PUCT's final order in Texas District Court. In its appeal, Entergy Gulf States is challenging the PUCT's disallowance of approximately $4.2 million related to imputed capacity costs and its disallowance related to costs for energy delivered from the 30% non-regu lated share of River Bend. The case was argued before the Travis County Texas District Court in August 2003 and the Travis County District Court judge affirmed the PUCT's order. In October 2003, Entergy Gulf States appealed this decision to the Court of Appeals. Oral argument before the appellate court occurred in September 2004 and in May 2005, the appellate court affirmed the lower court's decision affirming the PUCT's disallowance. Entergy Gulf States has filed a motion for rehearing with the appellate court in this case.

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 settlement approved by the LPSC in March 2005, discussed above, resolves the uprate imprudence disallowance and is no longer at issue in this proceeding. Subsequent to the issuance of the audit report, the scope of this docket was expanded to include a review of annual reports on fuel and purchased power transactions with affiliates and a prudence review of transmission planning issues. Also, in July 2005, the LP SC expanded the audit to include the years 2002 through 2004. A procedural schedule has been established and LPSC staff and intervenor testimony is due in November 2005.

In January 2003, the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Gulf States and its affiliates pursuant to a November 1997 LPSC general order. The audit will include a review of the reasonableness of charges flowed by Entergy Gulf States through its fuel adjustment clause in Louisiana for the period January 1, 1995 through December 31, 2002. Discovery is underway, but a detailed procedural schedule extending beyond the discovery stage has not yet been established, and the LPSC staff has not yet issued its audit report. In June 2005, the LPSC expanded the audit to include the years through 2004.

In January 2005, the MPSC approved a change in Entergy Mississippi's energy cost recovery rider. Entergy Mississippi's fuel over-recoveries for the third quarter of 2004 of $21.3 million will be deferred from the first quarter 2005 energy cost recovery rider adjustment calculation. The deferred amount of $21.3 million plus carrying charges is being refunded through the energy cost recovery rider in the second and third quarters of 2005 at a rate of 45% and 55%, respectively.

As discussed in Note 2 to the consolidated financial statements in the Form 10-K, the City Council passed resolutions implementing a package of measures developed by Entergy New Orleans and the Council Advisors to protect customers from potential gas price spikes during the 2004 - 2005 winter heating season including the deferral of collection of up to $6.2 million of gas costs associated with a cap on the purchased gas adjustment in November and December 2004 and in the event that the average residential customer's gas bill were to exceed a threshold level. The deferrals of $1.7 million resulting from these caps will receive accelerated recovery over a seven-month period that began in April 2005.

In November 2004, the City Council directed Entergy New Orleans to confer with the City Council Advisors regarding possible modification of the current gas cost collection mechanism in order to address concerns regarding its fluctuations particularly during the winter heating season. In June 2005, Entergy New Orleans filed a new purchased gas adjustment tariff with the City Council. If approved by the City Council, the tariff would be effective in the fourth quarter of 2005.

Fuel Adjustment Clause Litigation

See Note 2 to the consolidated financial statements in the Form 10-K for a discussion of the complaint filed by a group of ratepayers with the City Council alleging that Entergy New Orleans and certain affiliates engaged in fuel procurement and power purchasing practices and included certain costs in its fuel adjustment charges that could have resulted in its customers being overcharged by more than $100 million over a period of years. In May 2005, the Civil District Court for the Parish of Orleans affirmed the City Council resolution that resulted in a refund to customers of $11.3 million, including interest, during the months of June through September 2004, finding no support for the plaintiffs' claim that the refund amount should be higher. In June 2005, the plaintiffs appealed the Civil District Court decision to the Louisiana Fourth Circuit Court of Appeal.

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. The following are updates to the Form 10-K.

Louisiana

In November 2001, the LPSC decided not to move forward with retail open access for any customers at this time. The LPSC instead directed its staff to hold collaborative group meetings concerning open access from time to time, and to have the LPSC staff monitor developments in neighboring states and to report to the LPSC regarding the progress of retail access developments in those states. In September 2004, in response to a study performed by the Louisiana State University Center for Energy Studies that evaluated a limited industrial-only retail choice program, the LPSC asked the LPSC staff to solicit comments and obtain information from utilities, customers, and other interested parties concerning the potential costs and benefits of a limited choice program, the impact of such a program on other customers, as well as issues such as stranded costs and transmission service.  Comments from interested parties were file d with the LPSC in January 2005. A technical conference was held in April 2005 and in May 2005 interested parties filed reply comments to arguments made at the technical conference. Entergy stated that it believes that there is no new information or credible evidence that would justify altering the LPSC's previous conclusion that retail access is not in the public interest.

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.

In June 2005, a Texas law was enacted which provides that:

• Entergy Gulf States is authorized by the legislation to proceed with a jurisdictional separation into two vertically integrated utilities, one subject solely to the retail jurisdiction of the LPSC and one subject solely to the retail jurisdiction of the PUCT;
• the portions of all prior PUCT orders requiring Entergy Gulf States to comply with any provisions of Texas law governing transition to retail competition are void;
• Entergy Gulf States must file a plan by January 1, 2006, identifying the power region(s) to be considered for certification and the steps and schedule to achieve certification;
• Entergy Gulf States must file a transition to competition plan no later than January 1, 2007, that would address how Entergy Gulf States intends to mitigate market power and achieve full customer choice, including potential construction of additional transmission facilities, generation auctions, generation capacity divestiture, reinstatement of a customer choice pilot project, establishment of a price to beat, and other measures;
• Entergy Gulf States' rates are subject to cost-of-service regulation until retail customer choice is implemented;
• Entergy Gulf States may not file a general base rate case in Texas before June 30, 2007, with rates effective no earlier than June 30, 2008, but may seek before then the recovery of certain incremental purchased power capacity costs, adjusted for load growth, not in excess of five percent of its annual base rate revenues (as discussed above in "Filings with the PUCT," in July 2005 Entergy Gulf States filed a request for implementation of an incremental purchased capacity recovery rider); and
• Entergy Gulf States may recover over a period not to exceed 15 years reasonable and necessary transition to competition costs incurred before the effective date of the legislation and not previously recovered, with appropriate carrying charges.

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 June 30,
		2005		2004
		(In Millions, Except Per Share Data)
			$/share		$/share
Earnings applicable to common stock		$286.2		$265.2
Average number of common shares outstanding - basic		211.1	$1.36	228.7	$1.16
Average dilutive effect of:
	Stock Options	4.2	(0.027)	3.6	(0.018)
	Equity Awards	-	-	0.3	(0.002)
	Deferred Units	0.2	(0.001)	0.2	(0.001)
Average number of common shares outstanding - diluted		215.5	$1.33	232.8	$1.14
		For the Six Months Ended June 30,
		2005		2004
		(In Millions, Except Per Share Data)
			$/share		$/share
Earnings applicable to common stock		$458.1		$472.3
Average number of common shares outstanding - basic		212.6	$2.15	229.5	$2.06
Average dilutive effect of:
	Stock Options	4.3	(0.042)	4.0	(0.035)
	Equity Awards	-	-	0.3	(0.003)
	Deferred Units	0.2	(0.002)	0.2	(0.002)
Average number of common shares outstanding - diluted		217.1	$2.11	234.0	$2.02

Entergy's stock option and other equity compensation plans are discussed in Note 7 to the consolidated financial statements in the Form 10-K.

Treasury Stock

For the six months ended June 30, 2005, Entergy Corporation issued 2,266,901 shares of its previously repurchased common stock to satisfy stock option exercises and other stock-based awards and repurchased 9,148,000 shares of common stock for a total purchase price of $639.8 million.

Retained Earnings

On July 29, 2005, Entergy Corporation's Board of Directors declared a common stock dividend of $0.54 per share, payable on September 1, 2005, to holders of record as of August 12, 2005.


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

In May 2005, Entergy Corporation terminated its two, separate, revolving credit facilities, a $500 million five-year credit facility and a $965 million three-year credit facility. At that time Entergy Corporation entered into a $2 billion, five-year credit facility, which expires in May 2010. As of June 30, 2005, $635 million in borrowings were outstanding on this facility. Entergy also has the ability to issue letters of credit against the borrowing capacity of the credit facility, and letters of credit totaling $83.5 million had been issued against this facility at June 30, 2005. The total unused capacity for this facility as of June 30, 2005 was approximately $1.3 billion. The commitment fee for this facility is currently 0.13% per annum of the unused amount. Commitment fees and interest rates on loans under the credit facility 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, 2007. In addition to borrowing from commercial banks, Entergy's subsidiaries are authorized to borrow from Entergy's 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 June 30, 2005, Entergy's subsidiaries' aggregate authorized limit was $1.6 billion and the outstanding borrowings from the money pool were $365.6 million.

Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans each have 364-day credit facilities available as follows:

Company	Expiration Date	Amount of Facility	Amount Drawn as of June 30, 2005
Entergy Arkansas	April 2006	$85 million (a)	-
Entergy Louisiana	April 2006	$85 million (a)	-
Entergy Louisiana	May 2006	$15 million (b)	-
Entergy Mississippi	May 2006	$25 million	-
Entergy New Orleans	May 2006	$15 million (b)	-

(a)	The combined amount borrowed by Entergy Arkansas and Entergy Louisiana under these facilities at any one time cannot exceed $85 million.
(b)	The combined amount borrowed by Entergy Louisiana and Entergy New Orleans under these facilities at any one time cannot exceed $15 million.

The 364-day credit facilities have variable interest rates and the average commitment fee is 0.13%. The $85 million Entergy Arkansas and Entergy Louisiana credit facilities each require the respective company to maintain total shareholders' equity of at least 25% of its total assets. In July 2005, Entergy New Orleans granted the lender a security interest in its customer accounts receivables to secure its borrowings under its facility. Under the terms of the security agreement, Entergy New Orleans has the option to withdraw the security interest at any time.

The following long-term debt has been issued by Entergy in 2005:

	Issue Date	Amount
		(In Thousands)
U.S. Utility
Mortgage Bonds:
5.66% Series due February 2025 - Entergy Arkansas	January 2005	$175,000
6.18% Series due March 2035 - Entergy Gulf States	February 2005	$85,000
5.70% Series due June 2015 - Entergy Gulf States	May 2005	$200,000
4.50% Series due June 2010 - Entergy Arkansas	May 2005	$100,000
4.67% Series due June 2010 - Entergy Louisiana	May 2005	$55,000
4.98% Series due July 2010 - Entergy New Orleans	June 2005	$30,000
Issuance after balance sheet date:
5.12% Series due August 2010 - Entergy Gulf States	July 2005	$100,000
Other Long-Term Debt:
5.00% Series due January 2021, Independence County - Arkansas (Entergy Arkansas)	March 2005	$45,000
Bank term loan due June 2010, avg rate 4.26% (Entergy Corporation)	June 2005	$60,000

The following long-term debt was retired by Entergy thus far in 2005:

	Retirement Date	Amount
		(In Thousands)
U.S. Utility
Mortgage Bonds:
7.00% Series due October 2023 - Entergy Arkansas	February 2005	$175,000
Retirements after balance sheet date:
6.125% Series due July 2005 - Entergy Arkansas	July 2005	$100,000
8.125% Series due July 2005 - Entergy New Orleans	July 2005	$30,000
6.77% Series due August 2005 - Entergy Gulf States	August 2005	$98,000
Other Long-term Debt:
Grand Gulf Lease Obligation payment (System Energy)	N/A	$28,790
8.75% Junior Subordinated Deferrable Interest Debentures due 2046 - Entergy Gulf States	March 2005	$87,629
6.25% Series due January 2021, Independence County - Arkansas (Entergy Arkansas)	April 2005	$45,000
9.0% Series due May 2015, West Feliciana Parish - Louisiana (Entergy Gulf States)	May 2005	$45,000
7.5% Series due May 2015, West Feliciana Parish - Louisiana (Entergy Gulf States)	May 2005	$41,600
7.7% Series due December 2014, West Feliciana Parish - Louisiana (Entergy Gulf States)	June 2005	$94,000
Bank term loan due June 2005, avg rate 2.98% (Entergy Corporation)	June 2005	$60,000

In June 2005, Entergy Louisiana purchased its $55 million of 4.9% Series St. Charles Parish bonds from the holders, pursuant to a mandatory tender provision, and has not remarketed the bonds at this time.

NOTE 5. PREFERRED STOCK

In June 2005, Entergy Mississippi issued 1,200,000 shares of $25 par value 6.25% Series Preferred Stock, all of which are outstanding as of June 30, 2005. The dividends are cumulative and will be payable quarterly beginning November 1, 2005. The preferred stock is redeemable on or after July 1, 2010, at Entergy Mississippi's option, at the call price of $25 per share. The proceeds from this issuance were used in the third quarter of 2005 to redeem all $20 million of Entergy Mississippi's $100 par value 8.36% Series Preferred Stock and all $10 million of Entergy Mississippi's $100 par value 7.44% Series Preferred Stock.

NOTE 6. STOCK-BASED COMPENSATION PLANS

Entergy grants stock options, which are described more fully in Note 7 to the consolidated financial statements in the Form 10-K. 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." 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 those plans. Awards under Entergy's plans vest over three years. Therefore, the cost related to stock-based employee compensation included in the determination of net income for 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. There is no pro forma effect for the second quarter 2005 and the six months ended June 30, 2005 because all non-vested awards are accounted for at fair val ue. Stock-based compensation expense included in earnings applicable to common stock, net of related tax effects, for the second quarter 2005 and six months ended June 30, 2005 is $2.0 million and $3.8 million, respectively. The following table illustrates the effect on net income and earnings per share for 2004 if Entergy would have historically applied the fair value based method of accounting to stock-based employee compensation.

		Three Months Ended June 30, 2004	Six Months Ended June 30, 2004
Earnings applicable to common stock		$265,182	$472,343
Add: Stock-based compensation expense included in earnings applicable to common stock, net of related tax effects		1,389	2,362
Deduct: Total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects		4,271	8,126
Pro forma earnings applicable to common stock		$262,300	$466,579
Earnings per average common share:
	Basic	$1.16	$2.06
	Basic - pro forma	$1.15	$2.03
	Diluted	$1.14	$2.02
	Diluted - pro forma	$1.13	$1.99

NOTE 7. RETIREMENT AND OTHER POSTRETIREMENT BENEFITS

Components of Net Pension Cost

Entergy's pension cost, including amounts capitalized, for the second quarters of 2005 and 2004, included the following components:

	2005	2004
	(In Thousands)
Service cost - benefits earned during the period	$21,447	$18,527
Interest cost on projected benefit obligation	38,632	35,979
Expected return on assets	(39,513)	(38,580)
Amortization of transition asset	(165)	(190)
Amortization of prior service cost	1,362	1,413
Amortization of loss	7,457	4,407
Net pension costs	$29,220	$21,556

Entergy's pension cost, including amounts capitalized, for the six months ended June 30, 2005 and 2004, included the following components:

	2005	2004
	(In Thousands)
Service cost - benefits earned during the period	$42,894	$37,262
Interest cost on projected benefit obligation	77,264	71,994
Expected return on assets	(79,026)	(77,304)
Amortization of transition asset	(330)	(382)
Amortization of prior service cost	2,724	2,826
Amortization of loss	14,914	8,808
Net pension costs	$58,440	$43,204

Components of Net Other Postretirement Benefit Cost

Entergy's other postretirement benefit cost, including amounts capitalized, for the second quarters of 2005 and 2004, included the following components:

	2005	2004
	(In Thousands)
Service cost - benefits earned during the period	$9,400	$8,145
Interest cost on APBO	14,290	13,436
Expected return on assets	(4,942)	(4,625)
Amortization of transition obligation	175	205
Amortization of prior service cost	(1,979)	(609)
Amortization of loss	7,083	5,474
Net other postretirement benefit cost	$24,027	$22,026

Entergy's other postretirement benefit cost, including amounts capitalized, for the six months ended June 30, 2005 and 2004, included the following components:

	2005	2004
	(In Thousands)
Service cost - benefits earned during the period	$18,800	$17,853
Interest cost on APBO	28,580	27,733
Expected return on assets	(9,884)	(9,327)
Amortization of transition obligation	350	1,447
Amortization of prior service cost	(3,958)	(1,498)
Amortization of loss	14,166	11,427
Net other postretirement benefit cost	$48,054	$47,635

Employer Contributions

Entergy previously disclosed in the Form 10-K that it expected to contribute $185.9 million to its pension plans in 2005. Entergy has elected to make additional contributions of $67.4 million to the plan for a total of $253.3 million in 2005. As of June 30, 2005, Entergy contributed $117.7 million to its pension plans. The July 2005 contribution was $28.5 million. Therefore, Entergy presently anticipates contributing an additional $107.1 million to fund its pension plans in 2005.

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

Based on actuarial analysis, the estimated impact of future Medicare subsidies reduced the December 31, 2004 Accumulated Postretirement Benefit Obligation by $161 million, and reduced the second quarter 2005 and 2004 other postretirement benefit cost by $6.8 million and $4.5 million, respectively. It reduced the six months ended June 30, 2005 and June 30, 2004 other postretirement benefit cost by $13.6 million and $7 million, respectively. Refer to Note 10 to the consolidated financial statements in the Form 10-K for further discussion.

NOTE 8. BUSINESS SEGMENT INFORMATION

Entergy's reportable segments as of June 30, 2005 are U.S. Utility and Non-Utility Nuclear. "All Other" includes the parent company, Entergy Corporation, and other business activity, including the Energy Commodity Services segment, the Competitive Retail Services business, and earnings on the proceeds of sales of previously-owned businesses. The Energy Commodity Services segment was presented as a reportable segment prior to 2005, but it did not meet the quantitative thresholds for a reportable segment in 2004 and, with the sale of Entergy-Koch's businesses in 2004, management does not expect the Energy Commodity Services segment to meet the quantitative thresholds in the foreseeable future. The 2004 information in the table below has been restated to include the Energy Commodity Services segment in the All Other column.

Entergy's segment financial information for the second quarters of 2005 and 2004 is as follows:

	U. S. Utility	Non-Utility Nuclear*	All Other*	Eliminations	Consolidated
	(In Thousands)
2005
Operating Revenues	$2,168,122	$347,706	$212,624	($18,933)	$2,709,519
Equity in earnings of
unconsolidated equity affiliates	-	-	2,158	-	2,158
Income Taxes (Benefit)	138,136	34,978	(16,724)	-	156,390
Net Income	217,501	58,277	16,984	27	292,789
2004
Operating Revenues	$1,990,644	$338,745	$173,114	($17,406)	$2,485,097
Equity in earnings of
unconsolidated equity affiliates	-	-	20,288	-	20,288
Income Taxes	123,852	40,638	1,705	-	166,195
Net Income	200,793	62,994	7,224	-	271,011

Entergy's segment financial information for the six months ended June 30, 2005 and 2004 is as follows:

	U. S. Utility	Non-Utility Nuclear*	All Other*	Eliminations	Consolidated
	(In Thousands)
2005
Operating Revenues	$3,999,922	$691,281	$377,722	($35,993)	$5,032,932
Equity in earnings (loss) of
unconsolidated equity affiliates	-	-	(35)	-	(35)
Income Taxes (Benefit)	187,185	86,146	(21,906)	-	251,425
Net Income	313,769	136,242	21,444	(46)	471,409
Total Assets	23,099,834	4,733,230	3,260,502	(2,512,415)	28,581,151
2004
Operating Revenues	$3,776,162	$683,593	$309,667	($32,776)	$4,736,646
Equity in earnings of
unconsolidated equity affiliates	-	-	40,107	-	40,107
Income Taxes (Benefit)	196,530	84,333	(8,671)	-	272,192
Net Income	322,306	131,828	29,894	-	484,028
Total Assets	22,578,669	4,402,482	3,370,325	(1,481,908)	28,869,568

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.

NOTE 9. OTHER TEMPORARY INVESTMENTS

The consolidated balance sheet as of December 31, 2004 reflects a reclassification from cash and cash equivalents to other temporary investments of $188 million of instruments used in Entergy's cash management program. A corresponding change was made to the consolidated statement of cash flows for the six months ended June 30, 2004 resulting in reductions of $27 million and $185 million in the amounts presented as cash and cash equivalents as of June 30, 2004 and December 31, 2003. This reclassification is to present certain highly-liquid auction rate securities as short-term investments rather than as cash equivalents due to the stated tenor of the maturities of these investments. Entergy actively invests its available cash balance in financial instruments, which prior to June 2005 included auction rate securities that have stated maturities of 20 years or more. The auction rate securities provided a high degree of liquidity through features such as 7 and 28 day auctions that allow for the redemption of the securities at their face amount plus earned interest. Because Entergy intended to sell these instruments within one year or less, typically within 28 days of the balance sheet date, they are classified as current assets. As of June 30, 2005, Entergy no longer holds any of these auction rate securities.

__________________________________

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

Second Quarter 2005 Compared to Second Quarter 2004

Net income increased $5.0 million primarily due to higher net revenue and other income, partially offset by higher other operation and maintenance expenses and a higher effective income tax rate.

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

Net income increased $17.7 million primarily due to higher net revenue and other income, partially offset by higher other operation and maintenance expenses.

Net Revenue

Second Quarter 2005 Compared to Second Quarter 2004

Net revenue, which is Entergy Arkansas' 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 second quarter of 2005 to the second quarter of 2004.

	Amount
	(In Millions)
2004 net revenue	$248.2
Volume/weather	8.9
Net wholesale revenue	4.8
Late payment charges	1.8
Other	2.5
2005 net revenue	$266.2

The volume/weather variance is primarily due to increased usage during the unbilled sales period and a total increase of 74 GWh in weather-adjusted usage, primarily in the residential and commercial sectors. See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K and Note 1 to the domestic utility companies and System Energy financial statements in the Form 10-K for further discussion of the accounting for unbilled revenues.

The net wholesale revenue variance is primarily due to higher wholesale market prices and improved results related to co-owner contracts.

The late payment charges variance is primarily due to late payment charges which Entergy Arkansas began collecting from customers in July 2004.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to an increase of $15.7 million in fuel cost recovery revenues due to an increase in the energy cost recovery rider effective April 2005. The increases in volume/weather, wholesale revenue, and late payment charges, as discussed above, also contributed to the increase.

Fuel and purchased power expenses increased primarily due to an increase in the market price of purchased power and increased deferred fuel expense resulting primarily from higher fuel revenue as a result of an increase in the energy cost recovery rider effective April 2005.

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

Net revenue, which is Entergy Arkansas' 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 six months ended June 30, 2005 to the six months ended June 30, 2004.

	Amount
	(In Millions)
2004 net revenue	$455.0
Deferred fuel cost revisions	15.5
Net wholesale revenue	11.0
Volume/weather	7.9
Late payment charges	3.6
Other	(3.1)
2005 net revenue	$489.9

The deferred fuel cost revisions variance is primarily 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 in the first quarter of 2004 by $11.5 million. The remainder of the variance is due to the 2004 energy cost recovery true-up, made in the first quarter of 2005, which increased net revenue by $4.0 million.

The net wholesale revenue variance is primarily due to higher wholesale market prices and improved results related to co-owner contracts.

The volume/weather variance is primarily due to a total increase of 195 GWh in weather-adjusted usage, primarily in the residential and commercial sectors, and increased usage during the unbilled sales period, partially offset by milder weather in 2005. See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K and Note 1 to the domestic utility companies and System Energy financial statements in the Form 10-K for further discussion of the accounting for unbilled revenues.

The late payment charges variance is primarily due to late payment charges which Entergy Arkansas began collecting from customers in July 2004.

Gross operating revenues

Gross operating revenues increased primarily due to an increase of $23 million in fuel cost recovery revenues due to an increase in the energy cost recovery rider effective April 2005. The increases in volume/weather, wholesale revenue, and late payment charges, as discussed above, also contributed to the increase.

Other Income Statement Variances

Second Quarter 2005 Compared to Second Quarter 2004

Other operation and maintenance expenses increased primarily due to higher payroll and benefits costs.

Other income increased primarily due to:

• an increase of $1.2 million in interest earned on temporary cash investments and money pool investments;
• an increase of $1 million in the allowance for equity funds used during construction related to increased construction expenditures for projects including the steam generator and reactor vessel head replacement at ANO 1; and
• an increase of $0.5 million in interest earned on decommissioning trust funds.

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

Other operation and maintenance expenses increased primarily due to higher payroll and benefits costs.

Other income increased primarily due to:

• an increase of $2.8 million in the allowance for equity funds used during construction related to increased construction expenditures for projects including the steam generator and reactor vessel head replacement at ANO 1;
• an increase of $2.5 million in interest earned on temporary cash investments and money pool investments;
• interest of $0.6 million earned on bond proceeds; and
• an increase of $0.5 million in interest earned on decommissioning trust funds.

Income Taxes

The effective income tax rates for the second quarters of 2005 and 2004 were 37.0% and 34.4%, respectively. The difference in the effective income tax rate for the second quarter of 2005 versus the federal statutory rate of 35.0% 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 and book and tax differences related to the allowance for funds used during construction. The difference in the effective income tax rate for the second quarter of 2004 versus the federal statutory rate of 35.0% is primarily due to the amortization of investment tax credits and book and tax differences related to the allowance for funds used during construction, partially offset by state income taxes and book and tax differences related to utility plant items.

The effective income tax rates for the six months ended June 30, 2005 and 2004 were 36.3% and 36.4%, respectively. The difference in the effective income tax rate for the six months ended June 30, 2005 versus the federal statutory rate of 35.0% is primarily due to state income taxes and book and tax differences related to utility plant items, partially offset by a downward revision in the estimate of federal income tax expense related to tax depreciation, the amortization of investment tax credits, and book and tax differences related to the allowance for funds used during construction. The difference in the effective income tax rate for the six months ended June 30, 2004 versus the federal statutory rate of 35.0% 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 and book and tax differences related to the allowance for funds used during construction.

Liquidity and Capital Resources

Cash Flow

Cash flows for the six months ended June 30, 2005 and 2004 were as follows:

		2005	2004
		(In Thousands)
Cash and cash equivalents at beginning of period		$89,744	$8,834
Cash flow provided by (used in):
	Operating activities	101,516	78,212
	Investing activities	(137,478)	(115,838)
	Financing activities	57,634	65,412
Net increase in cash and cash equivalents		21,672	27,786
Cash and cash equivalents at end of period		$111,416	$36,620

Operating Activities

Cash flow from operations increased $23.3 million for the six months ended June 30, 2005 compared to the six months ended June 30, 2004 primarily due to the timing of the collection of receivables from customers and an increase in net income. The increase was partially offset by money pool activity and higher income tax payments.

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

June 30, 2005	December 31, 2004	June 30, 2004	December 31, 2003
(In Thousands)
$132,315	$23,561	$23,370	($69,153)

Money pool activity used $108.8 million of Entergy Arkansas' operating cash flows in the six months ended June 30, 2005 and used $92.5 million in the six months ended June 30, 2004. 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 flow used in investing activities increased $21.6 million for the six months ended June 30, 2005 compared to the six months ended June 30, 2004 primarily due to $16.1 million used for other regulatory investments as a result of fuel cost under-recovery and increased construction expenditures of $7.8 million resulting from the steam generator and reactor vessel head replacement at ANO 1.

Financing Activities

Net cash flow provided by financing activities decreased $7.8 million for the six months ended June 30, 2005 compared to the six months ended June 30, 2004 primarily due to an $85 million borrowing made on Entergy Arkansas' 364-day credit facility during the six months ended June 30, 2004, which provided cash in 2004, and the payment of $15.7 million more in common stock dividends. The decrease was almost entirely offset by the net issuance of $92.9 million of long-term debt in 2005. See Note 3 to the domestic utility companies and System Energy financial statements for details of Entergy Arkansas' long-term debt activity in 2005.

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 are updates to the information provided in the Form 10-K.

In April 2005, Entergy Arkansas renewed its 364-day credit facility through April 30, 2006. In May 2005, Entergy Louisiana entered into a separate credit facility with the same lender. Entergy Arkansas and Entergy Louisiana can each borrow up to $85 million under their respective credit facilities, but at no time can the total amount borrowed under these facilities by the two companies combined exceed $85 million. There were no outstanding borrowings under either credit facility as of June 30, 2005.

Entergy Arkansas issued long-term debt in 2005 as follows:

Issue Date	Description	Maturity	Amount
			(In Thousands)
January 2005	5.66% Series	February 2025	$175,000
March 2005	5.00% Series	January 2021	$45,000
May 2005	4.50% Series	June 2010	$100,000

Entergy Arkansas redeemed long-term debt in 2005 as follows:

Retirement Date	Description	Maturity	Amount
			(In Thousands)
February 2005	7.00% Series	October 2023	$175,000
April 2005	6.25% Series	January 2021	$45,000
July 2005	6.125% Series	July 2005	$100,000

The March 2005 issuance and the April 2005 retirement are not shown on the cash flow statement because the proceeds from the issuance were placed in a trust and never held as cash by Entergy Arkansas.

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, federal regulation and proceedings, market and credit risks, state and local rate regulatory risks, nuclear matters, and environmental risks. Following are updates to the information presented in the Form 10-K.

Federal Regulation

System Agreement Litigation

On June 1, 2005, the FERC issued a decision in the System Agreement litigation. The domestic utility companies historically have engaged in the coordinated planning, construction, and operation of generating and bulk transmission facilities under the terms of the System Agreement, which has been approved by the FERC. The System Agreement litigation proceedings are described in the Form 10-K.

The FERC decision concluded, among other things, that:

• The System Agreement no longer roughly equalizes production costs among the domestic utility companies.
• In order to reach rough production cost equalization, the FERC will impose a bandwidth remedy allowing for a maximum spread of 22 percent (expressed by the FERC as +/- 11%) between the total annual production costs of the highest cost and lowest cost domestic utility companies.
• When calculating the production costs for this purpose, output from the Vidalia hydroelectric power plant will not reflect the actual Vidalia price for that year but will be priced at that year's average MSS-3 price, reducing the amount of Vidalia costs reflected in the comparison of the domestic utility companies' total production costs.
• The remedy ordered by FERC calls for no refunds and would be effective based on the calendar year 2006 production costs with the first potential reallocation payments, if required, expected to be made in 2007.

The FERC's June 2005 order would reallocate production costs of the domestic utility companies whose relative total production costs expressed as a percentage of Entergy System average production costs are outside an upper or lower bandwidth. This would be accomplished by payments from domestic utility companies whose production costs are below Entergy System average production costs to domestic utility companies whose production costs are above Entergy System average production costs. An assessment of the potential effects of the FERC's June 2005 order 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 l east 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 Henry Hub gas prices have varied significantly over recent years, ranging from $1.72/mmBtu to $5.85/mmBtu for the 1995-2004 period, and averaging $3.43/mmBtu during the ten-year period 1995-2004 and $4.58/mmBtu during the five-year period 2000-2004.  Recent market conditions have resulted in gas prices that have averaged $5.85/mmBtu for the twelve months ended December 2004. During the 12 month period July 1, 2004 to June 30, 2005 forward gas contracts for each of the next four years based on daily NYMEX close averaged $6.68/mmBtu (2006), $6.25/mmBtu (2007), $5.88/mmBtu (2008) and $5.58/mmBtu (2009). If the FERC's June 2005 order becomes final and if these gas prices occur as assumed, the following potential annual production cost reallocations among the domestic utility companies could result during the 2007-2010 period:

	Range of Annual Payments or (Receipts)	Average Annual Payment or (Receipt)
	(In Millions)
Entergy Arkansas	$143 to $210	$166
Entergy Gulf States	($134) to ($87)	($113)
Entergy Louisiana	($71) to ($10)	($38)
Entergy Mississippi	($28) to $0	($11)
Entergy New Orleans	($10) to $0	($4)

If natural gas prices deviate by $1/mmBtu up or down, it is expected that Entergy Arkansas' annual payments will change in the same direction by approximately $60 to $70 million.

Various pending motions for rehearing and clarification of the FERC's June 2005 order were filed by parties to the proceeding, including the LPSC, the APSC, the MPSC, and the City Council, and by Entergy Services, Inc., on behalf of the domestic utility companies. Among other things, the LPSC's motion urged the FERC to "clarify" that the FERC's order requires the payments and receipts, to the extent any are required, to be made in 2006 based on production costs incurred in 2004 and 2005. Entergy does not believe that this request for "clarification" is consistent with the FERC order and submitted a response urging the FERC to reject this interpretation and instead find that the annual remedy order by the FERC would be evaluated based on calendar year 2006 production costs, with the first potential payments/receipts, if any were required, made in 2007.

Management believes that any changes in the allocation of production costs resulting from the FERC's June 2005 order and related retail proceedings should result in similar rate changes for retail customers. The timing of recovery of these costs in rates could be the subject of additional proceedings before the APSC and Entergy's other retail regulators. Although the outcome and timing of the FERC, APSC, and other proceedings cannot be predicted at this time, Entergy Arkansas does not believe that the ultimate resolution of these proceedings will have a material effect on its financial condition or results of operations.

Transmission

See the Form 10-K for a discussion of the petition for declaratory order that Entergy filed with the FERC in January 2005 regarding Entergy's Independent Coordinator of Transmission (ICT) proposal. On March 22, 2005, the FERC issued a declaratory order concluding that: (1) because the Southwest Power Pool (SPP) was the only entity identified as potentially being selected as the ICT and because the SPP is already a "public utility" there was no need to rule on the question of whether the functions of the ICT, alone, would serve to make the ICT a "public utility;" (2) Entergy will continue to be the "transmission provider" for transmission service across its system and that "the presence of SPP as the ICT will not change the existing balance of jurisdiction between [the FERC] and Entergy's retail regulators;" and (3) the FERC "is prepared to grant Entergy's proposed transmission pricing proposal on a two-year experimental basis, subject to certain enhancement and monitoring and reportin g conditions." The enhancements referred to by the FERC involve more fully specifying the responsibilities and duties of the ICT, including defining the ICT's role in the preparation of various transmission expansion plans and the performance of studies related to the granting of transmission or interconnection service. Before Entergy's ICT proposal can be implemented, however, Entergy is required to submit further filings with the FERC regarding the modifications and clarifications to the ICT proposal.

On April 8, 2005 several intervenors filed an Emergency Request for Clarification and Request for Expedited Commission Action seeking to have the FERC: (1) clarify the ICT's role in administering the Available Flowgate Capacity (AFC) methodology; (2) clarify the ICT's role in developing the transmission base plan; (3) clarify what the FERC meant when it required Entergy to provide firm transmission rights to customers that pay for supplemental transmission upgrades; and (4) clarify and confirm following Entergy's filing that the FERC will assess SPP's status as being independent of Entergy.

On April 21, 2005 Entergy filed a request for clarification or rehearing of the FERC's March 22 declaratory order requesting that the FERC clarify the respective role of Entergy and the ICT in developing the inputs or criteria used to create the base plan and in preparing certain studies regarding system expansion. The request for clarification further requests that the FERC clarify that the initial two-year period will commence with the actual start date of ICT operations. In the event that the FERC denies Entergy's request for clarification, then Entergy will seek rehearing on these issues. However, in its request, Entergy requested that FERC not rule on these issues at this time but, instead, that the FERC wait to evaluate these issues until such time as Entergy has filed the more detailed tariff sheets and protocols in its subsequent filing to implement the ICT. Separately, Entergy submitted a letter advising the FERC that it intended to submit on or about May 27, 2005 the filing t o implement the ICT proposal. A joint request for rehearing of the ICT declaratory order was also filed by the City Council, the LPSC, and the MPSC in which the retail regulators expressed their concerns that the findings reached in the declaratory order may result in an expansion of authority of the ICT "that is unnecessary to achieve the [FERC's] goals and is very likely to result in significant increases in the start-up and operational costs of the ICT." The retail regulators request that the FERC not act on their request for rehearing until Entergy has submitted its filing to implement the ICT. The intervenors filed a separate request for rehearing on April 21, 2005 urging the FERC to impose additional conditions on the approval of the ICT and also re-urging the FERC to reject the pricing proposal contained in the ICT proposal.

On May 12, 2005 the FERC issued an order clarifying certain aspects of its March 22 order. In the May 12 order, the FERC indicated that (1) Entergy is to work with the ICT and Entergy's stakeholders to develop procedures by which the ICT will calculate AFCs; (2) Entergy must specifically define the transmission rights that a customer that pays for supplemental upgrades will receive for such payments; (3) the FERC will review the ICT's contract to ensure that the ICT can perform its functions in an independent manner even if SPP is chosen as the ICT; and (4) the initial two-year period will start once the ICT becomes operational.

On May 27, 2005, the domestic utility companies filed the enhanced ICT proposal with the FERC. Entergy believes that the filing is consistent with the FERC guidance received in both the FERC's March 22 and May 12 orders on the ICT. Among other things, the enhanced ICT filing states that the ICT will (1) grant or deny transmission service on the domestic utility companies' transmission system; (2) administer the domestic utility companies' OASIS node for purposes of processing and evaluating transmission service requests and ensuring compliance with the domestic utility companies' obligation to post transmission-related information; (3) develop a base plan for the domestic utility companies' transmission system that will result in the ICT making the determination on whether something should be rolled into the domestic utility companies' transmission rates or directly assigned to the customer requesting or causing an upgrade to be constructed; (4) serve as the reliability coordinator for t he Entergy transmission system; and (5) oversee the operation of the weekly procurement process. The enhanced ICT proposal clarifies the rights that customers receive when they fund a supplemental upgrade and also contains a detailed methodology describing the process by which the ICT will evaluate interconnection-related investments already made on the Entergy System for purposes of determining the future allocation of the uncredited portion of these investments.

On June 3, 2005 a group of generators filed with the FERC a request that the FERC schedule a technical conference on the enhanced ICT proposal in order for Entergy to provide additional information on the enhanced ICT proposal. In response, a stakeholder meeting was held in New Orleans on June 30, 2005. Interventions and comments on the filing are due by August 5, 2005.

In addition, as discussed in the Form 10-K, Entergy Louisiana and Entergy Gulf States have filed an application with the LPSC requesting that the LPSC find that the ICT proposal is a prudent and appropriate course of action. An LPSC hearing on the ICT proposal is currently scheduled for August 2005, however certain intervenors have recently requested that the hearing be delayed until mid-September 2005.

Available Flowgate Capacity Proceeding

See the Form 10-K for a discussion of proceedings at the FERC involving Entergy's Available Flowgate Capacity (AFC) methodology. On March 22, 2005, the FERC issued an order contemporaneously with the ICT declaratory order discussed above that holds the AFC hearing in abeyance pending action on Entergy's upcoming ICT filing. The order holding the hearing in abeyance further indicated that it would cancel the hearing when the ICT begins to perform its functions. On April 8, 2005 several intervenors filed Emergency Motions for Interim Relief and Expedited Commission Action requesting that, during the interim period before the implementation of the ICT, the FERC (1) institute an audit process to examine and modify Entergy's current AFC process; and (2) require SPP to become involved in the AFC stakeholder process and order certain modifications to Entergy's stakeholder process. The audit process being proposed by the intervenors would not involve an independent audi tor, but instead would be an investigation performed by a representative from the intervenors, Entergy, and possibly SPP.  On April 25, 2005, Entergy filed its response to the emergency motion urging the FERC to reject the intervenors' request for the "audit" because the type of investigation proposed by the intervenors would be neither independent nor fair and would only distract from the implementation of the ICT.  Instead, Entergy has proposed that the ICT conduct an independent review of the AFC process and procedures as part of its transition to assuming the identified ICT responsibilities, including the calculation of the AFCs.  Entergy further indicated that it would welcome SPP's participation in the current stakeholder process. On April 21, 2005, the intervenors filed a separate request for rehearing arguing that the FERC must allow the AFC hearing to proceed in parallel with the establishment of the ICT. See "Transmission" above for further discussion of AFC.

Federal Legislation

In late July 2005 the U.S. Congress passed broad new energy legislation, the Energy Policy Act of 2005. The legislation contains electricity provisions that, among other things:

• Repeal the Public Utility Holding Company Act of 1935 (PUHCA), effective six months after enactment of the Energy Policy Act. As a registered holding company system, Entergy is subject to PUHCA. Some of the more significant effects of PUHCA are that it limits the operations of a registered holding company system to a single, integrated public utility system; regulates transactions among affiliates within a holding company system; governs the issuance, acquisition, and disposition of securities and assets by registered holding companies and their subsidiaries; limits the entry by registered holding companies and their subsidiaries into businesses other than electric or gas utility businesses; and requires SEC approval for certain utility mergers and acquisitions. Certain consumer protection authorities were transferred to the FERC, including new authority over utility mergers and acquisitions, and to the state or local regulatory commissions.
• Codifies the concept of participant funding, a form of cost allocation for transmission interconnections and upgrades, and allows FERC to apply participant funding in all regions of the country. Participant funding helps ensure that a utility's native load customers only bear the costs that are necessary to provide reliable transmission service to them and not bear costs required by generators who seek to deliver power to other regions.
• Provides financing benefits, including loan guarantees and production tax credits, for new nuclear plant construction, and reauthorizes the Price-Anderson Act, the law that provides an umbrella of insurance protection for the payment of public liability claims in the event of a major nuclear power plant incident.
• Revises current tax law treatment of nuclear decommissioning trust funds by allowing regulated and nonregulated taxpayers to make deductible contributions to fund the entire amount of estimated future decommissioning costs.
• Provides a more rapid tax depreciation schedule for transmission assets t o encourage investment.
• Creates mandatory electricity reliability guidelines with enforceable penalties to help ensure that the nation's power transmission grid is kept in good repair and that disruptions in the electricity system are minimized.  Entergy already voluntarily complies with National Electricity Reliability Council standards, which are similar.
• Establishes conditions for the elimination of the Public Utility Regulatory Policy Act's (PURPA) mandatory purchase obligation from qualifying facilities.

The President is expected to sign the Energy Policy Act in August 2005. The Energy Power Act requires several rulemakings by the FERC and other government agencies in order to implement its provisions. Therefore, it will be some time before a full assessment of its effect on Entergy and the energy industry can be completed.

Central States Compact Claim

The Low-Level Radioactive Waste Policy Act of 1980 holds each state responsible for disposal of low-level radioactive waste originating in that state, but allows states to participate in regional compacts to fulfill their responsibilities jointly.  Arkansas and Louisiana participate in the Central Interstate Low-Level Radioactive Waste Compact (Central States Compact or Compact).  Commencing in 1998, Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana made a series of contributions to the Central States Compact to fund the Central States Compact's development of a low-level radioactive waste disposal facility to be located in Boyd County, Nebraska.  In December 1998, Nebraska, the host state for the proposed Central States Compact disposal facility, denied the compact's license application for the proposed disposal facility.  Several parties, including the commission that governs the compact (the Compact Commission), filed a lawsuit against Nebraska seeking damages resulting from Nebraska's denial of the proposed facility's license.  After a trial, the U.S. District Court concluded that Nebraska violated its good faith obligations regarding the proposed waste disposal facility and rendered a judgment against Nebraska in the amount of $151 million.  In August 2004, Nebraska agreed to pay the Compact $141 million in settlement of the judgment. In July 2005, the Compact Commission decided to distribute a substantial portion of the proceeds from the settlement to the nuclear power generators that had contributed funding for the Boyd County facility, including Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana. On August 1, 2005, Nebraska paid the full amount of the settlement to the Compact, and the Compact distributed from the settlement proceeds $23.6 million to Entergy Arkansas, $19.9 million to Entergy Gulf States, and $18.4 million to Entergy Louisiana.  Management is still analyzing the accounting treatment of the  r eceipts, but expects that some portion of the receipts could result in income for Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana.

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, unbilled revenue, and pension and other postretirement benefits.

Recently Issued Accounting Pronouncements

In the first quarter 2005, FASB issued FASB Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations - an interpretation of FASB Statement No. 143" (FIN 47). FIN 47 requires companies to recognize at fair value a liability for a conditional asset retirement obligation when incurred, which is generally upon an asset's acquisition, construction, development, or through its normal operation. A conditional asset retirement obligation is generally a legal obligation to incur costs to remove an asset or part of an asset, such as an obligation to comply with environmental regulations and requirements. The obligation is conditional because there is currently no legal requirement to retire or remove the facility that the affected asset is a part of. FIN 47 requires that uncertainty about the timing or method of settlement of a conditional asset retirement obligation be factored into the measurement of the liability when sufficient information becom es available. FIN 47 will be effective for Entergy no later than December 31, 2005. Entergy does not believe that the adoption of FIN 47 will be material to its financial position or results of operations because it estimates that any conditional asset retirement obligations required to be recognized under FIN 47 would be offset by a regulatory asset because of the expected recovery of these future costs in rates.

ENTERGY ARKANSAS, INC.
INCOME STATEMENTS
For the Three and Six Months Ended June 30, 2005 and 2004
(Unaudited)
	Three Months Ended		Six Months Ended
	2005	2004	2005	2004
	(In Thousands)		(In Thousands)
OPERATING REVENUES
Domestic electric	$450,097	$405,509	$817,457	$768,969
OPERATING EXPENSES
Operation and Maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale	46,612	35,316	83,415	95,103
Purchased power	139,899	127,828	247,531	230,156
Nuclear refueling outage expenses	7,019	5,453	13,336	11,790
Other operation and maintenance	105,727	94,215	191,556	178,656
Decommissioning	8,246	7,725	16,359	17,069
Taxes other than income taxes	10,051	9,898	19,888	18,294
Depreciation and amortization	48,023	50,269	99,800	99,937
Other regulatory credits - net	(2,589)	(5,864)	(3,384)	(11,270)
TOTAL	362,988	324,840	668,501	639,735
OPERATING INCOME	87,109	80,669	148,956	129,234
OTHER INCOME
Allowance for equity funds used during construction	3,491	2,454	7,450	4,647
Interest and dividend income	5,078	2,989	9,370	5,011
Miscellaneous - net	(47)	(497)	(679)	(1,547)
TOTAL	8,522	4,946	16,141	8,111
INTEREST AND OTHER CHARGES
Interest on long-term debt	19,968	19,769	40,750	39,517
Other interest - net	798	1,166	2,224	2,049
Allowance for borrowed funds used during construction	(1,725)	(1,279)	(3,736)	(2,580)
TOTAL	19,041	19,656	39,238	38,986
INCOME BEFORE INCOME TAXES	76,590	65,959	125,859	98,359
Income taxes	28,300	22,682	45,638	35,807
NET INCOME	48,290	43,277	80,221	62,552
Preferred dividend requirements and other	1,944	1,944	3,888	3,888
EARNINGS APPLICABLE TO
COMMON STOCK	$46,346	$41,333	$76,333	$58,664
See Notes to Respective Financial Statements.

(Page left blank intentionally)

ENTERGY ARKANSAS, INC.
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2005 and 2004
(Unaudited)
	2005	2004
	(In Thousands)
OPERATING ACTIVITIES
Net income	$80,221	$62,552
Adjustments to reconcile net income to net cash flow provided by operating activities:
Other regulatory credits - net	(3,384)	(11,270)
Depreciation, amortization, and decommissioning	116,159	117,006
Deferred income taxes and investment tax credits	17,049	54,552
Changes in working capital:
Receivables	(75,186)	(47,755)
Fuel inventory	(773)	(2,586)
Accounts payable	(13,773)	(64,605)
Taxes accrued	11,418	(12,123)
Interest accrued	1,196	(357)
Deferred fuel costs	(720)	(1,794)
Other working capital accounts	(10,700)	(7,342)
Provision for estimated losses and reserves	(3,645)	(6,517)
Changes in other regulatory assets	25,435	7,634
Other	(41,781)	(9,183)
Net cash flow provided by operating activities	101,516	78,212
INVESTING ACTIVITIES
Construction expenditures	(123,690)	(115,882)
Allowance for equity funds used during construction	7,450	4,647
Nuclear fuel purchases	(62,307)	(8,101)
Proceeds from sale/leaseback of nuclear fuel	62,248	8,101
Decommissioning trust contributions and realized
change in trust assets	(5,085)	(4,603)
Other regulatory investments	(16,094)	- -
Net cash flow used in investing activities	(137,478)	(115,838)
FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	272,817	- -
Retirement of long-term debt	(179,895)	- -
Changes in short-term borrowings	- -	85,000
Dividends paid:
Common stock	(31,400)	(15,700)
Preferred stock	(3,888)	(3,888)
Net cash flow provided by financing activities	57,634	65,412
Net increase in cash and cash equivalents	21,672	27,786
Cash and cash equivalents at beginning of period	89,744	8,834
Cash and cash equivalents at end of period	$111,416	$36,620
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
Interest - net of amount capitalized	$37,395	$38,999
Income taxes	$19,450	($5,400)
See Notes to Respective Financial Statements.

ENTERGY ARKANSAS, INC.
BALANCE SHEETS
ASSETS
June 30, 2005 and December 31, 2004
(Unaudited)
	2005	2004
	(In Thousands)
CURRENT ASSETS
Cash and cash equivalents:
Cash	$1,956	$7,133
Temporary cash investments - at cost,
which approximates market	109,460	82,611
Total cash and cash equivalents	111,416	89,744
Accounts receivable:
Customer	74,227	87,131
Allowance for doubtful accounts	(11,225)	(11,039)
Associated companies	155,179	72,472
Other	58,737	72,425
Accrued unbilled revenues	90,900	71,643
Total accounts receivable	367,818	292,632
Deferred fuel costs	24,182	7,368
Accumulated deferred income taxes	13,408	27,306
Fuel inventory - at average cost	5,071	4,298
Materials and supplies - at average cost	85,391	85,076
Deferred nuclear refueling outage costs	28,485	16,485
Prepayments and other	6,509	6,154
TOTAL	642,280	529,063
OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity	11,208	11,208
Decommissioning trust funds	393,482	383,784
Non-utility property - at cost (less accumulated depreciation)	1,452	1,453
Other	2,976	2,976
TOTAL	409,118	399,421
UTILITY PLANT
Electric	6,165,950	6,124,359
Property under capital lease	15,664	17,500
Construction work in progress	253,268	226,172
Nuclear fuel under capital lease	102,586	93,855
Nuclear fuel	20,259	12,201
TOTAL UTILITY PLANT	6,557,727	6,474,087
Less - accumulated depreciation and amortization	2,823,727	2,753,525
UTILITY PLANT - NET	3,734,000	3,720,562
DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
SFAS 109 regulatory asset - net	87,774	101,658
Other regulatory assets	433,374	400,174
Other	46,611	42,514
TOTAL	567,759	544,346
TOTAL ASSETS	$5,353,157	$5,193,392
See Notes to Respective Financial Statements.
ENTERGY ARKANSAS, INC.
BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
June 30, 2005 and December 31, 2004
(Unaudited)
	2005	2004
	(In Thousands)
CURRENT LIABILITIES
Currently maturing long-term debt	$147,000	$147,000
Accounts payable:
Associated companies	50,366	68,829
Other	94,586	89,896
Customer deposits	44,449	41,639
Taxes accrued	32,580	35,874
Interest accrued	22,572	21,376
Obligations under capital leases	51,232	49,816
Other	18,808	19,648
TOTAL	461,593	474,078
NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued	1,127,155	1,121,623
Accumulated deferred investment tax credits	66,226	68,452
Obligations under capital leases	66,960	61,538
Other regulatory liabilities	71,975	67,362
Decommissioning	509,103	492,745
Accumulated provisions	31,332	34,977
Long-term debt	1,296,071	1,191,763
Other	234,403	237,447
TOTAL	3,403,225	3,275,907
Commitments and Contingencies
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 2005
and 2004	470	470
Paid-in capital	591,126	591,127
Retained earnings	780,393	735,460
TOTAL	1,488,339	1,443,407
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$5,353,157	$5,193,392
See Notes to Respective Financial Statements.

ENTERGY ARKANSAS, INC.
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 2005 and 2004
(Unaudited)
	Three Months Ended		Increase/
Description	2005	2004	(Decrease)	%
	(Dollars In Millions)
Electric Operating Revenues:
Residential	$ 124	$ 115	$ 9	8
Commercial	80	73	7	10
Industrial	84	77	7	9
Governmental	4	4	-	- -
Total retail	292	269	23	9
Sales for resale
Associated companies	64	55	9	16
Non-associated companies	50	47	3	6
Other	44	35	9	26
Total	$ 450	$ 406	$ 44	11
Billed Electric Energy
Sales (GWh):
Residential	1,481	1,431	50	3
Commercial	1,305	1,273	32	3
Industrial	1,720	1,714	6	- -
Governmental	66	67	(1)	(1)
Total retail	4,572	4,485	87	2
Sales for resale
Associated companies	1,622	1,513	109	7
Non-associated companies	1,065	1,248	(183)	(15)
Total	7,259	7,246	13	- -
	Six Months Ended		Increase/
Description	2005	2004	(Decrease)	%
	(Dollars In Millions)
Electric Operating Revenues:
Residential	$ 259	$ 246	$ 13	5
Commercial	149	138	11	8
Industrial	156	145	11	8
Governmental	9	8	1	13
Total retail	573	537	36	7
Sales for resale
Associated companies	105	109	(4)	(4)
Non-associated companies	100	92	8	9
Other	39	31	8	26
Total	$ 817	$ 769	$ 48	6
Billed Electric Energy
Sales (GWh):
Residential	3,371	3,320	51	2
Commercial	2,554	2,486	68	3
Industrial	3,384	3,361	23	1
Governmental	134	131	3	2
Total retail	9,443	9,298	145	2
Sales for resale
Associated companies	2,977	3,185	(208)	(7)
Non-associated companies	2,172	2,533	(361)	(14)
Total	14,592	15,016	(424)	(3)

ENTERGY GULF STATES, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

Second Quarter 2005 Compared to Second Quarter 2004

Net income decreased $11.3 million primarily due to higher other operation and maintenance expenses and lower miscellaneous income, partially offset by higher net revenue.

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

Net income decreased $29.7 million primarily due to higher other operation and maintenance expenses, lower net revenue, and lower miscellaneous income, partially offset by lower interest expense and a lower effective income tax rate.

Net Revenue

Second Quarter 2005 Compared to Second Quarter 2004

Net revenue, which is Entergy Gulf States' 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 second quarter of 2005 to the second quarter of 2004.

	Amount
	(In Millions)
2004 net revenue	$296.4
Price applied to unbilled electric sales	14.2
Fuel recovery revenues	(9.5)
Other	1.7
2005 net revenue	$302.8

The price applied to unbilled electric sales variance is due to an increase in the fuel cost component of the price applied to unbilled sales in 2005. The fuel cost component is higher because of an increase in natural gas costs and nuclear maintenance outages at River Bend. See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K and Note 1 to the domestic utility companies and System Energy financial statements in the Form 10-K for further discussion of the accounting for unbilled revenues.

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

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to:

• an increase of $40.3 million in fuel cost recovery revenues due to higher fuel rates;
• an increase of $14.2 million in the price applied to unbilled electric sales; and
• an increase of $10 million in gross wholesale revenue due to increased sales to municipals and co-op customers.

Fuel and purchased power expenses increased primarily due to an increase in the market prices of natural gas and purchased power.

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

Net revenue, which is Entergy Gulf States' 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 six months ended June 30, 2005 to the six months ended June 30, 2004.

	Amount
	(In Millions)
2004 net revenue	$559.1
Fuel recovery revenues	(7.9)
Volume/weather	(7.8)
Net wholesale revenue	(4.9)
Rate refund provisions	6.8
Other	(0.8)
2005 net revenue	$544.5

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

The volume/weather variance is primarily due to decreased usage during the unbilled sales period. See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K and Note 1 to the domestic utility companies and System Energy financial statements in the Form 10-K for further discussion of the accounting for unbilled revenues.

The net wholesale revenue variance resulted from an increase in the average price of energy allocated to municipal and co-op customers.

The rate refund provisions variance is due to additional provisions recorded in 2004 for potential rate actions and refunds.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to an increase of $97.5 million in fuel cost recovery revenues due to higher fuel rates and an increase in wholesale revenue of $12.7 million due to an increase in sales volume to municipal and co-op customers.

Fuel and purchased power expenses increased primarily due to an increase in the market prices of natural gas and purchased power.

Other Income Statement Variances

Second Quarter 2005 Compared to Second Quarter 2004

Other operation and maintenance expenses increased $12.6 million primarily due to increases of:

• $6.6 million in generation expenses primarily due to both planned off-peak and unplanned maintenance outages at nuclear and fossil plants;
• $3.9 million in payroll and benefits costs; and
• $1.5 million in estimated loss provisions recorded for the bankruptcy of CashPoint, which managed a network of payment agents for the domestic utility companies.

Miscellaneous income - net decreased primarily due to a reduction in 2004 in the loss provision of $10.1 million for an environmental clean-up site.

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

Other operation and maintenance expenses increased $29.5 million primarily due to increases of:

• $11.4 million in generation expenses primarily due to both planned off-peak and unplanned maintenance outages at nuclear and fossil plants;
• $6.4 million in payroll and benefits costs; and
• $1.5 million in estimated loss provisions recorded for the bankruptcy of CashPoint, which managed a network of payment agents for the domestic utility companies.

Depreciation and amortization expense increased $5 million primarily due to an increase in plant in service as well as an adjustment in 2004 to the salvage value of certain depreciable assets.

Miscellaneous income - net decreased primarily due to a reduction in 2004 in the loss provision of $10.1 million for an environmental clean-up site.

Interest and other charges decreased $8.2 million primarily due to the retirement of $292 million of First Mortgage Bonds in 2004.

Income Taxes

The effective income tax rates for the second quarters of 2005 and 2004 were 38% and 38.2%, respectively. The difference in the effective income tax rate for the second quarter of 2005 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 and book and tax differences related to the allowance of funds used during construction. The difference in the effective income tax rate for the second quarter of 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 effective income tax rates for the six months ended June 30, 2005 and 2004 were 32.7% and 35.6%, respectively. The difference in the effective income tax rate for the six months ended June 30, 2005 versus the federal statutory rate of 35% is primarily due to amortization of investment tax credits, book and tax differences related to the allowance for funds used during construction, and a downward revision in the estimate of federal income tax expense related to tax depreciation, partially offset by state income taxes and book and tax differences related to utility plant items.

Liquidity and Capital Resources

Cash Flow

Cash flows for the six months ended June 30, 2005 and 2004 were as follows:

		2005	2004
		(In Thousands)
Cash and cash equivalents at beginning of period		$6,974	$206,030
Cash flow provided by (used in):
	Operating activities	186,084	291,317
	Investing activities	(175,285)	(152,709)
	Financing activities	(15,446)	(327,410)
Net decrease in cash and cash equivalents		(4,647)	(188,802)
Cash and cash equivalents at end of period		$2,327	$17,228

Operating Activities

Cash flow from operations decreased $105.2 million for the six months ended June 30, 2005 compared to the six months ended June 30, 2004 primarily due to the refund of $76 million to retail electricity customers per the March 2005 settlement approved by the LPSC, a decrease of $18.8 million in the recovery of fuel costs, increased pension contributions of $12.4 million, and tax payments of $14.5 million.

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

June 30, 2005	December 31, 2004	June 30, 2004	December 31, 2003
(In Thousands)
($149,447)	($59,720)	($27,126)	$69,354

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 increased $22.6 million for the six months ended June 30, 2005 compared to the six months ended June 30, 2004 primarily due to the maturity in 2004 of $23.6 million of other investments that provided cash in 2004.

Financing Activities

Net cash used in financing activities decreased $312 million for the six months ended June 30, 2005 compared to the six months ended June 30, 2004 primarily due to the retirement of $292 million of First Mortgage Bonds in 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 Gulf States' uses and sources of capital. Following is an update to the information provided in the Form 10-K.

The following table lists First Mortgage Bonds issued by Entergy Gulf States in 2005:

Issue Date	Description	Maturity	Amount
			(In Thousands)
February 2005	6.18% Series	March 2035	$85,000
May 2005	5.7% Series	June 2015	200,000
July 2005	5.12% Series	August 2010	100,000

The following table lists long-term debt retired by Entergy Gulf States thus far in 2005:

Retirement Date	Description	Maturity	Amount
			(In Thousands)
March 2005	8.75% Series Junior Subordinated Deferrable Interest Debentures	March 2046	$87,629
May 2005	9.0% West Feliciana Parish bonds	May 2015	45,000
May 2005	7.5% West Feliciana Parish bonds	May 2015	41,600
June 2005	7.7% West Feliciana Parish bonds	December 2014	94,000
August 2005	6.77% Series First Mortgage Bonds	August 2005	98,000

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, federal regulation and proceedings, state and local rate regulatory risk, 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.

State and Local Rate Regulation

In March 2005, the LPSC approved a settlement proposal to resolve various dockets covering a range of issues for Entergy Gulf States and Entergy Louisiana. The settlement resulted in credits of $76 million to retail electricity customers in Entergy Gulf States' Louisiana service territory. The settlement dismissed Entergy Gulf States' fourth, fifth, sixth, seventh, and eighth annual earnings reviews, Entergy Gulf States' ninth post-merger earnings review and revenue requirement analysis, the continuation of a fuel review for Entergy Gulf States, dockets established to consider issues concerning power purchases for the summers of 2001, 2002, 2003, and 2004, all prudence issues associated with decisions made through May 2005 related to the nuclear plant uprates at issue in these cases, and an LPSC docket concerning retail issues arising under the System Agreement. The settlement does not include the System Agreement case at FERC. In addition, Entergy Gulf States agreed not to see k recovery from customers of $2 million of excess refund amounts associated with the fourth through the eighth annual earnings reviews. The credits were issued in connection with April 2005 billings. Entergy Gulf States previously reserved for the approximate refund amounts.

The settlement includes the establishment of a three-year formula rate plan for Entergy Gulf States that, among other provisions, establishes an ROE mid-point of 10.65% for the initial three-year term of the plan and permits Entergy Gulf States to recover incremental capacity costs outside of a traditional base rate proceeding. Under the formula rate plan, over- and under-earnings outside the allowed range of 9.9% to 11.4% will be allocated 60% to the customers and 40% to Entergy Gulf States. In addition, there is the potential to extend the formula rate plan beyond the initial three-year effective period by mutual agreement of the LPSC and Entergy Gulf States. Under the settlement, there was no change to Entergy Gulf States' retail rates at that time.

In June 2005, the Alliance for Affordable Energy and an individual plaintiff filed an appeal in the 19^th Judicial District Court for the parish of East Baton Rouge, Louisiana. The plaintiffs allege that neither Entergy Gulf States nor the LPSC published notice that a formula rate plan was to be considered as part of the settlement and that the LPSC order should be set aside as null and void and without effect because the Louisiana Constitution requires that notice be published when a utility files a proposed rate schedule that would result in a change in rates. Management believes the plaintiffs' claim is without merit and expects to intervene in the proceeding to oppose the appeal.

In June 2005, Entergy Gulf States made its formula rate plan filing with the LPSC for the test year ending December 31, 2004. The filing shows a net revenue deficiency of $2.58 million indicating that no refund liability exists. The filing also indicates that a prospective rate increase of $23.8 million is required in order for Entergy Gulf States to earn the authorized ROE mid-point of 10.65%. Subject to the consideration of comments expected to be filed by the LPSC staff and intervenors in the third quarter 2005, rate changes associated with the formula rate plan are scheduled to take effect with the first billing cycle in October 2005.  Any disputed issues will be subject to further investigation by the LPSC, with any resolution of such issues being made effective October 2005.

Entergy Gulf States filed with the PUCT in July 2005 a request for implementation of an incremental purchased capacity recovery rider, consistent with the recently passed Texas legislation discussed below under "Transition to Retail Competition." The rider requests $23.1 million annually in incremental revenues on a Texas retail basis which represents the incremental purchased capacity costs, including Entergy Gulf States' obligation to purchase power from Entergy Louisiana's recently acquired Perryville plant, over what is already in Entergy Gulf States' base rates. Entergy Gulf States has reached an agreement with parties with respect to the date upon which cost recovery and cost reconciliation would begin.  The parties have agreed that Entergy Gulf States will implement the rider after approval by the PUCT which could be up to 185 days from the date of filing but will reconcile and recover incremental purchased capacity costs incurred beginning September 1, 2005. The September 1, 2005 agreed upon date for the beginning of the cost recovery and cost reconciliation as well as the requested amount and the processes for implementing the rider are subject to PUCT action and approval. If approved by the PUCT, the rider would be subject to semi-annual modifications and reconciliation in conjunction with Entergy Gulf States' fuel reconciliation proceedings. Also see "Transition to Retail Competition" below for discussion of the provisions in the Texas legislation regarding Entergy Gulf States' ability to file a general rate case and for recovery of transition to competition costs.

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. In June 2005, the LPSC unanimously approved Entergy Gulf States' proposed settlement that includes a $5.8 million gas base rate increase effective the first billing cycle of July 2005 and a rate stabilization plan with an ROE mid-point of 10.5%.

Federal Regulation

System Agreement Litigation

On June 1, 2005, the FERC issued a decision in the System Agreement litigation. The domestic utility companies historically have engaged in the coordinated planning, construction, and operation of generating and bulk transmission facilities under the terms of the System Agreement, which has been approved by the FERC. The System Agreement litigation proceedings are described in the Form 10-K.

The FERC decision concluded, among other things, that:

• The System Agreement no longer roughly equalizes production costs among the domestic utility companies.
• In order to reach rough production cost equalization, the FERC will impose a bandwidth remedy allowing for a maximum spread of 22 percent (expressed by the FERC as +/- 11%) between the total annual production costs of the highest cost and lowest cost domestic utility companies.
• When calculating the production costs for this purpose, output from the Vidalia hydroelectric power plant will not reflect the actual Vidalia price for that year but will be priced at that year's average MSS-3 price, reducing the amount of Vidalia costs reflected in the comparison of the domestic utility companies' total production costs.
• The remedy ordered by FERC calls for no refunds and would be effective based on the calendar year 2006 production costs with the first potential reallocation payments, if required, expected to be made in 2007.

The FERC's June 2005 order would reallocate production costs of the domestic utility companies whose relative total production costs expressed as a percentage of Entergy System average production costs are outside an upper or lower bandwidth. This would be accomplished by payments from domestic utility companies whose production costs are below Entergy System average production costs to domestic utility companies whose production costs are above Entergy System average production costs. An assessment of the potential effects of the FERC's June 2005 order 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 l east 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 Henry Hub gas prices have varied significantly over recent years, ranging from $1.72/mmBtu to $5.85/mmBtu for the 1995-2004 period, and averaging $3.43/mmBtu during the ten-year period 1995-2004 and $4.58/mmBtu during the five-year period 2000-2004.  Recent market conditions have resulted in gas prices that have averaged $5.85/mmBtu for the twelve months ended December 2004. During the 12 month period July 1, 2004 to June 30, 2005 forward gas contracts for each of the next four years based on daily NYMEX close averaged $6.68/mmBtu (2006), $6.25/mmBtu (2007), $5.88/mmBtu (2008) and $5.58/mmBtu (2009). If the FERC's June 2005 order becomes final and if these gas prices occur as assumed, the following potential annual production cost reallocations among the domestic utility companies could result during the 2007-2010 period:

	Range of Annual Payments or (Receipts)	Average Annual Payment or (Receipt)
	(In Millions)
Entergy Arkansas	$143 to $210	$166
Entergy Gulf States	($134) to ($87)	($113)
Entergy Louisiana	($71) to ($10)	($38)
Entergy Mississippi	($28) to $0	($11)
Entergy New Orleans	($10) to $0	($4)

If natural gas prices deviate by $1/mmBtu up or down, it is expected that Entergy Arkansas' annual payments will change in the same direction by approximately $60 to $70 million.

Various pending motions for rehearing and clarification of the FERC's June 2005 order were filed by parties to the proceeding, including the LPSC, the APSC, the MPSC, and the City Council, and by Entergy Services, Inc., on behalf of the domestic utility companies. Among other things, the LPSC's motion urged the FERC to "clarify" that the FERC's order requires the payments and receipts, to the extent any are required, to be made in 2006 based on production costs incurred in 2004 and 2005. Entergy does not believe that this request for "clarification" is consistent with the FERC order and submitted a response urging the FERC to reject this interpretation and instead find that the annual remedy order by the FERC would be evaluated based on calendar year 2006 production costs, with the first potential payments/receipts, if any were required, made in 2007.

Management believes that any changes in the allocation of production costs resulting from the FERC's June 2005 order and related retail proceedings should result in similar rate changes for retail customers. The timing of recovery of these costs in rates could be the subject of additional proceedings before Entergy's retail regulators. Although the outcome and timing of the FERC and other proceedings cannot be predicted at this time, Entergy Gulf States does not believe that the ultimate resolution of these proceedings will have a material effect on its financial condition or results of operations.

See the Form 10-K for discussion of the proceeding that the LPSC commenced before itself regarding the System Agreement. As noted above in "State and Local Rate Regulation", the settlement of various issues involving Entergy Gulf States and Entergy Louisiana that was approved by the LPSC has resolved the System Agreement proceeding before the LPSC, which has been dismissed without prejudice.

Transmission

See the Form 10-K for a discussion of the petition for declaratory order that Entergy filed with the FERC in January 2005 regarding Entergy's Independent Coordinator of Transmission (ICT) proposal. On March 22, 2005, the FERC issued a declaratory order concluding that: (1) because the Southwest Power Pool (SPP) was the only entity identified as potentially being selected as the ICT and because the SPP is already a "public utility" there was no need to rule on the question of whether the functions of the ICT, alone, would serve to make the ICT a "public utility;" (2) Entergy will continue to be the "transmission provider" for transmission service across its system and that "the presence of SPP as the ICT will not change the existing balance of jurisdiction between [the FERC] and Entergy's retail regulators;" and (3) the FERC "is prepared to grant Entergy's proposed transmission pricing proposal on a two-year experimental basis, subject to certain enhancement and monitoring and reportin g conditions." The enhancements referred to by the FERC involve more fully specifying the responsibilities and duties of the ICT, including defining the ICT's role in the preparation of various transmission expansion plans and the performance of studies related to the granting of transmission or interconnection service. Before Entergy's ICT proposal can be implemented, however, Entergy is required to submit further filings with the FERC regarding the modifications and clarifications to the ICT proposal.

On April 8, 2005 several intervenors filed an Emergency Request for Clarification and Request for Expedited Commission Action seeking to have the FERC: (1) clarify the ICT's role in administering the Available Flowgate Capacity (AFC) methodology; (2) clarify the ICT's role in developing the transmission base plan; (3) clarify what the FERC meant when it required Entergy to provide firm transmission rights to customers that pay for supplemental transmission upgrades; and (4) clarify and confirm following Entergy's filing that the FERC will assess SPP's status as being independent of Entergy.

On April 21, 2005 Entergy filed a request for clarification or rehearing of the FERC's March 22 declaratory order requesting that the FERC clarify the respective role of Entergy and the ICT in developing the inputs or criteria used to create the base plan and in preparing certain studies regarding system expansion. The request for clarification further requests that the FERC clarify that the initial two-year period will commence with the actual start date of ICT operations. In the event that the FERC denies Entergy's request for clarification, then Entergy will seek rehearing on these issues. However, in its request, Entergy requested that FERC not rule on these issues at this time but, instead, that the FERC wait to evaluate these issues until such time as Entergy has filed the more detailed tariff sheets and protocols in its subsequent filing to implement the ICT. Separately, Entergy submitted a letter advising the FERC that it intended to submit on or about May 27, 2005 the filing t o implement the ICT proposal. A joint request for rehearing of the ICT declaratory order was also filed by the City Council, the LPSC, and the MPSC in which the retail regulators expressed their concerns that the findings reached in the declaratory order may result in an expansion of authority of the ICT "that is unnecessary to achieve the [FERC's] goals and is very likely to result in significant increases in the start-up and operational costs of the ICT." The retail regulators request that the FERC not act on their request for rehearing until Entergy has submitted its filing to implement the ICT. The intervenors filed a separate request for rehearing on April 21, 2005 urging the FERC to impose additional conditions on the approval of the ICT and also re-urging the FERC to reject the pricing proposal contained in the ICT proposal.

On May 12, 2005 the FERC issued an order clarifying certain aspects of its March 22 order. In the May 12 order, the FERC indicated that (1) Entergy is to work with the ICT and Entergy's stakeholders to develop procedures by which the ICT will calculate AFCs; (2) Entergy must specifically define the transmission rights that a customer that pays for supplemental upgrades will receive for such payments; (3) the FERC will review the ICT's contract to ensure that the ICT can perform its functions in an independent manner even if SPP is chosen as the ICT; and (4) the initial two-year period will start once the ICT becomes operational.

On May 27, 2005, the domestic utility companies filed the enhanced ICT proposal with the FERC. Entergy believes that the filing is consistent with the FERC guidance received in both the FERC's March 22 and May 12 orders on the ICT. Among other things, the enhanced ICT filing states that the ICT will (1) grant or deny transmission service on the domestic utility companies' transmission system; (2) administer the domestic utility companies' OASIS node for purposes of processing and evaluating transmission service requests and ensuring compliance with the domestic utility companies' obligation to post transmission-related information; (3) develop a base plan for the domestic utility companies' transmission system that will result in the ICT making the determination on whether something should be rolled into the domestic utility companies' transmission rates or directly assigned to the customer requesting or causing an upgrade to be constructed; (4) serve as the reliability coordinator for t he Entergy transmission system; and (5) oversee the operation of the weekly procurement process. The enhanced ICT proposal clarifies the rights that customers receive when they fund a supplemental upgrade and also contains a detailed methodology describing the process by which the ICT will evaluate interconnection-related investments already made on the Entergy System for purposes of determining the future allocation of the uncredited portion of these investments.

On June 3, 2005 a group of generators filed with the FERC a request that the FERC schedule a technical conference on the enhanced ICT proposal in order for Entergy to provide additional information on the enhanced ICT proposal. In response, a stakeholder meeting was held in New Orleans on June 30, 2005. Interventions and comments on the filing are due by August 5, 2005.

In addition, as discussed in the Form 10-K, Entergy Louisiana and Entergy Gulf States have filed an application with the LPSC requesting that the LPSC find that the ICT proposal is a prudent and appropriate course of action. An LPSC hearing on the ICT proposal is currently scheduled for August 2005, however certain intervenors have recently requested that the hearing be delayed until mid-September 2005.

Available Flowgate Capacity Proceedings

See the Form 10-K for a discussion of proceedings at the FERC involving Entergy's Available Flowgate Capacity (AFC) methodology. On March 22, 2005, the FERC issued an order contemporaneously with the ICT declaratory order discussed above that holds the AFC hearing in abeyance pending action on Entergy's upcoming ICT filing. The order holding the hearing in abeyance further indicated that it would cancel the hearing when the ICT begins to perform its functions. On April 8, 2005 several intervenors filed Emergency Motions for Interim Relief and Expedited Commission Action requesting that, during the interim period before the implementation of the ICT, the FERC (1) institute an audit process to examine and modify Entergy's current AFC process; and (2) require SPP to become involved in the AFC stakeholder process and order certain modifications to Entergy's stakeholder process. The audit process being proposed by the intervenors would not involve an independent auditor, but instead wou ld be an investigation performed by a representative from the intervenors, Entergy, and possibly SPP.  On April 25, 2005, Entergy filed its response to the emergency motion urging the FERC to reject the intervenors' request for the "audit" because the type of investigation proposed by the intervenors would be neither independent nor fair and would only distract from the implementation of the ICT.  Instead, Entergy has proposed that the ICT conduct an independent review of the AFC process and procedures as part of its transition to assuming the identified ICT responsibilities, including the calculation of the AFCs.  Entergy further indicated that it would welcome SPP's participation in the current stakeholder process. On April 21, 2005, the intervenors filed a separate request for rehearing arguing that the FERC must allow the AFC hearing to proceed in parallel with the establishment of the ICT. See "Transmission" above for further discussion of AFC.

Transition to Retail Competition

Texas

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.

In June 2005, a Texas law was enacted which provides that:

• Entergy Gulf States is authorized by the legislation to proceed with a jurisdictional separation into two vertically integrated utilities, one subject solely to the retail jurisdiction of the LPSC and one subject solely to the retail jurisdiction of the PUCT;
• the portions of all prior PUCT orders requiring Entergy Gulf States to comply with any provisions of Texas law governing transition to retail competition are void;
• Entergy Gulf States must file a plan by January 1, 2006, identifying the power region(s) to be considered for certification and the steps and schedule to achieve certification;
• Entergy Gulf States must file a transition to competition plan no later than January 1, 2007, that would address how Entergy Gulf States intends to mitigate market power and achieve full customer choice, including potential construction of additional transmission facilities, generation auctions, generation capacity divestiture, reinstatement of a customer choice pilot project, establishment of a price to beat, and other measures;
• Entergy Gulf States' rates are subject to cost-of-service regulation until retail customer choice is implemented;
• Entergy Gulf States may not file a general base rate case in Texas before June 30, 2007, with rates effective no earlier than June 30, 2008, but may seek before then the annual recovery of certain incremental purchased power capacity costs, adjusted for load growth, not in excess of five percent of its annual base rate revenues (as discussed above in "State and Local Rate Regulation, " in July 2005, Entergy Gulf States filed a request for implementation of an incremental purchased capacity recovery rider); and
• Entergy Gulf States may recover over a period not to exceed 15 years reasonable and necessary transition to competition costs incurred before the effective date of the legislation and not previously recovered, with appropriate carrying charges.

Jurisdictional Separation Plan

See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends" in the Form 10-K for a discussion of the LPSC proceedings regarding the proposed separation of Entergy Gulf States business into a Louisiana-based vertically integrated utility company and a Texas-based vertically integrated utility company. The hearing before the LPSC scheduled for late June 2005 has been postponed.

Federal Legislation

In late July 2005 the U.S. Congress passed broad new energy legislation, the Energy Policy Act of 2005. The legislation contains electricity provisions that, among other things:

• Repeal the Public Utility Holding Company Act of 1935 (PUHCA), effective six months after enactment of the Energy Policy Act. As a registered holding company system, Entergy is subject to PUHCA. Some of the more significant effects of PUHCA are that it limits the operations of a registered holding company system to a single, integrated public utility system; regulates transactions among affiliates within a holding company system; governs the issuance, acquisition, and disposition of securities and assets by registered holding companies and their subsidiaries; limits the entry by registered holding companies and their subsidiaries into businesses other than electric or gas utility businesses; and requires SEC approval for certain utility mergers and acquisitions. Certain consumer protection authorities were transferred to the FERC, including new authority over utility mergers and acquisitions, and to the state or local regulatory commissions.
• Codifies the concept of participant funding, a form of cost allocation for transmission interconnections and upgrades, and allows FERC to apply participant funding in all regions of the country. Participant funding helps ensure that a utility's native load customers only bear the costs that are necessary to provide reliable transmission service to them and not bear costs required by generators who seek to deliver power to other regions.
• Provides financing benefits, including loan guarantees and production tax credits, for new nuclear plant construction, and reauthorizes the Price-Anderson Act, the law that provides an umbrella of insurance protection for the payment of public liability claims in the event of a major nuclear power plant incident.
• Revises current tax law treatment of nuclear decommissioning trust funds by allowing regulated and nonregulated taxpayers to make deductible contributions to fund the entire amount of estimated future decommissioning costs.
• Provides a more rapid tax depreciation schedule for transmission assets t o encourage investment.
• Creates mandatory electricity reliability guidelines with enforceable penalties to help ensure that the nation's power transmission grid is kept in good repair and that disruptions in the electricity system are minimized.  Entergy already voluntarily complies with National Electricity Reliability Council standards, which are similar.
• Establishes conditions for the elimination of the Public Utility Regulatory Policy Act's (PURPA) mandatory purchase obligation from qualifying facilities.

The President is expected to sign the Energy Policy Act in August 2005. The Energy Power Act requires several rulemakings by the FERC and other government agencies in order to implement its provisions. Therefore, it will be some time before a full assessment of its effect on Entergy and the energy industry can be completed.

Central States Compact Claim

The Low-Level Radioactive Waste Policy Act of 1980 holds each state responsible for disposal of low-level radioactive waste originating in that state, but allows states to participate in regional compacts to fulfill their responsibilities jointly.  Arkansas and Louisiana participate in the Central Interstate Low-Level Radioactive Waste Compact (Central States Compact or Compact).  Commencing in 1998, Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana made a series of contributions to the Central States Compact to fund the Central States Compact's development of a low-level radioactive waste disposal facility to be located in Boyd County, Nebraska.  In December 1998, Nebraska, the host state for the proposed Central States Compact disposal facility, denied the compact's license application for the proposed disposal facility.  Several parties, including the commission that governs the compact (the Compact Commission), filed a lawsuit against Nebraska seeking damages resulting from Nebraska's denial of the proposed facility's license.  After a trial, the U.S. District Court concluded that Nebraska violated its good faith obligations regarding the proposed waste disposal facility and rendered a judgment against Nebraska in the amount of $151 million.  In August 2004, Nebraska agreed to pay the Compact $141 million in settlement of the judgment. In July 2005, the Compact Commission decided to distribute a substantial portion of the proceeds from the settlement to the nuclear power generators that had contributed funding for the Boyd County facility, including Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana. On August 1, 2005, Nebraska paid the full amount of the settlement to the Compact, and the Compact distributed from the settlement proceeds $23.6 million to Entergy Arkansas, $19.9 million to Entergy Gulf States, and $18.4 million to Entergy Louisiana.  Management is still analyzing the accounting treatment of the  r eceipts, but expects that some portion of the receipts could result in income for Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana.

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, SFAS 143, the application of SFAS 71, unbilled revenue, and pension and other postretirement benefits.

Recently Issued Accounting Pronouncements

In the first quarter 2005, FASB issued FASB Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations - an interpretation of FASB Statement No. 143" (FIN 47). FIN 47 requires companies to recognize at fair value a liability for a conditional asset retirement obligation when incurred, which is generally upon an asset's acquisition, construction, development, or through its normal operation. A conditional asset retirement obligation is generally a legal obligation to incur costs to remove an asset or part of an asset, such as an obligation to comply with environmental regulations and requirements. The obligation is conditional because there is currently no legal requirement to retire or remove the facility that the affected asset is a part of. FIN 47 requires that uncertainty about the timing or method of settlement of a conditional asset retirement obligation be factored into the measurement of the liability when sufficient information becomes available. FIN 4 7 will be effective for Entergy no later than December 31, 2005. Entergy does not believe that the adoption of FIN 47 will be material to its financial position or results of operations because it estimates that any conditional asset retirement obligations required to be recognized under FIN 47 would be offset by a regulatory asset because of the expected recovery of these future costs in rates.

ENTERGY GULF STATES, INC.
INCOME STATEMENTS
For the Three and Six Months Ended June 30, 2005 and 2004
(Unaudited)
	Three Months Ended		Six Months Ended
	2005	2004	2005	2004
	(In Thousands)		(In Thousands)
OPERATING REVENUES
Domestic electric	$746,987	$674,283	$1,399,383	$1,286,654
Natural gas	12,532	11,030	39,387	37,655
TOTAL	759,519	685,313	1,438,770	1,324,309
OPERATING EXPENSES
Operation and Maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale	147,889	131,961	367,845	309,674
Purchased power	314,372	260,402	532,108	462,056
Nuclear refueling outage expenses	4,525	3,172	8,596	6,365
Other operation and maintenance	124,428	111,805	233,121	203,634
Decommissioning	2,346	3,798	4,644	7,528
Taxes other than income taxes	28,937	27,335	59,475	57,057
Depreciation and amortization	50,605	48,461	99,341	94,329
Other regulatory credits - net	(5,581)	(3,453)	(5,702)	(6,477)
TOTAL	667,521	583,481	1,299,428	1,134,166
OPERATING INCOME	91,998	101,832	139,342	190,143
OTHER INCOME
Allowance for equity funds used during construction	4,207	2,526	9,006	5,047
Interest and dividend income	3,415	3,172	6,850	7,021
Miscellaneous - net	(24)	10,614	624	12,495
TOTAL	7,598	16,312	16,480	24,563
INTEREST AND OTHER CHARGES
Interest on long-term debt	28,214	29,152	56,438	64,539
Other interest - net	2,397	906	4,382	2,720
Allowance for borrowed funds used during construction	(2,499)	(1,853)	(5,505)	(3,768)
TOTAL	28,112	28,205	55,315	63,491
INCOME BEFORE INCOME TAXES	71,484	89,939	100,507	151,215
Income taxes	27,197	34,348	32,871	53,896
NET INCOME	44,287	55,591	67,636	97,319
Preferred dividend requirements and other	1,063	1,123	2,126	2,273
EARNINGS APPLICABLE TO
COMMON STOCK	$43,224	$54,468	$65,510	$95,046
See Notes to Respective Financial Statements.

ENTERGY GULF STATES, INC.
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2005 and 2004
(Unaudited)
	2005	2004
	(In Thousands)
OPERATING ACTIVITIES
Net income	$67,636	$97,319
Adjustments to reconcile net income to net cash flow provided by operating activities:
Reserve for regulatory adjustments	(62,423)	7,236
Other regulatory credits - net	(5,702)	(6,477)
Depreciation, amortization, and decommissioning	103,985	101,857
Deferred income taxes and investment tax credits	25,014	20,490
Changes in working capital:
Receivables	(28,123)	19,209
Fuel inventory	(259)	(442)
Accounts payable	89,218	18,459
Taxes accrued	3,395	52,369
Interest accrued	266	(6,144)
Deferred fuel costs	(3,267)	15,505
Other working capital accounts	5,914	8,057
Provision for estimated losses and reserves	345	(11,298)
Changes in other regulatory assets	(7,960)	(849)
Other	(1,955)	(23,974)
Net cash flow provided by operating activities	186,084	291,317
INVESTING ACTIVITIES
Construction expenditures	(153,136)	(144,767)
Allowance for equity funds used during construction	9,006	5,047
Nuclear fuel purchases	(371)	(6,672)
Proceeds from sale/leaseback of nuclear fuel	438	6,672
Decommissioning trust contributions and realized
change in trust assets	(5,945)	(5,872)
Changes in other investments - net	2,629	23,579
Other regulatory investments	(27,906)	(30,696)
Net cash flow used in investing activities	(175,285)	(152,709)
FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	282,772	-
Retirement of long-term debt	(268,229)	(292,000)
Redemption of preferred stock	(2,250)	(2,250)
Dividends paid:
Common stock	(25,600)	(30,900)
Preferred stock	(2,139)	(2,260)
Net cash flow used in financing activities	(15,446)	(327,410)
Net decrease in cash and cash equivalents	(4,647)	(188,802)
Cash and cash equivalents at beginning of period	6,974	206,030
Cash and cash equivalents at end of period	$2,327	$17,228
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized	$56,788	$69,897
Income taxes	$14,450	- -
See Notes to Respective Financial Statements.

ENTERGY GULF STATES, INC.
BALANCE SHEETS
ASSETS
June 30, 2005 and December 31, 2004
(Unaudited)
	2005	2004
	(In Thousands)
CURRENT ASSETS
Cash and cash equivalents:
Cash	$2,244	$5,627
Temporary cash investments - at cost,
which approximates market	83	1,347
Total cash and cash equivalents	2,327	6,974
Accounts receivable:
Customer	114,496	124,801
Allowance for doubtful accounts	(1,791)	(2,687)
Associated companies	24,182	13,980
Other	49,092	40,697
Accrued unbilled revenues	156,654	137,719
Total accounts receivable	342,633	314,510
Deferred fuel costs	118,265	90,124
Accumulated deferred income taxes	1,301	14,339
Fuel inventory - at average cost	49,917	49,658
Materials and supplies - at average cost	104,156	101,922
Prepayments and other	17,128	20,556
TOTAL	635,727	598,083
OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds	301,271	290,952
Non-utility property - at cost (less accumulated depreciation)	94,203	94,052
Other	20,616	22,012
TOTAL	416,090	407,016
UTILITY PLANT
Electric	8,593,692	8,418,119
Natural gas	83,684	78,627
Construction work in progress	272,345	331,703
Nuclear fuel under capital lease	60,703	71,279
TOTAL UTILITY PLANT	9,010,424	8,899,728
Less - accumulated depreciation and amortization	4,115,750	4,047,182
UTILITY PLANT - NET	4,894,674	4,852,546
DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
SFAS 109 regulatory asset - net	457,090	444,799
Other regulatory assets	285,935	285,017
Long-term receivables	18,651	23,228
Other	33,082	44,713
TOTAL	794,758	797,757
TOTAL ASSETS	$6,741,249	$6,655,402
See Notes to Respective Financial Statements.
ENTERGY GULF STATES, INC.
BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
June 30, 2005 and December 31, 2004
(Unaudited)
	2005	2004
	(In Thousands)
CURRENT LIABILITIES
Currently maturing long-term debt	$98,000	$98,000
Accounts payable:
Associated companies	261,800	153,069
Other	127,824	147,337
Customer deposits	56,476	53,229
Taxes accrued	31,020	22,882
Nuclear refueling outage costs	6,021	- -
Interest accrued	33,008	32,742
Obligations under capital leases	33,516	33,518
Other	18,513	19,912
TOTAL	666,178	560,689
NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued	1,555,524	1,533,804
Accumulated deferred investment tax credits	135,762	138,616
Obligations under capital leases	27,187	37,711
Other regulatory liabilities	36,947	34,009
Decommissioning and retirement cost liabilities	158,859	152,095
Transition to competition	79,098	79,098
Regulatory reserves	15,871	81,455
Accumulated provisions	69,645	66,875
Long-term debt	1,908,013	1,891,478
Preferred stock with sinking fund	15,150	17,400
Other	200,269	229,408
TOTAL	4,202,325	4,261,949
Commitments and Contingencies
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 2005 and 2004	114,055	114,055
Paid-in capital	1,157,486	1,157,486
Retained earnings	553,092	513,182
Accumulated other comprehensive income	786	714
TOTAL	1,872,746	1,832,764
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$6,741,249	$6,655,402
See Notes to Respective Financial Statements.

ENTERGY GULF STATES, INC.
STATEMENTS OF RETAINED EARNINGS AND COMPREHENSIVE INCOME
For the Three and Six Months Ended June 30, 2005 and 2004
(Unaudited)
	Three Months Ended
	2005		2004
	(In Thousands)
RETAINED EARNINGS
Retained Earnings - Beginning of period	$531,068		$453,368
Add: Net Income	44,287	$44,287	55,591	$55,591
Deduct:
Dividends declared on common stock	21,200		24,000
Preferred dividend requirements and other	1,063	1,063	1,123	1,123
	22,263		25,123
Retained Earnings - End of period	$553,092		$483,836
ACCUMULATED OTHER COMPREHENSIVE
INCOME (Net of Taxes):
Balance at beginning of period:
Accumulated derivative instrument fair value changes	$722		$3,369
Net derivative instrument fair value changes
arising during the period	64	64	799	799
Balance at end of period:
Accumulated derivative instrument fair value changes	$786		$4,168
Comprehensive Income		$43,288		$55,267
	Six Months Ended
	2005		2004
	(In Thousands)
RETAINED EARNINGS
Retained Earnings - Beginning of period	$513,182		$419,690
Add: Net Income	67,636	$67,636	97,319	$97,319
Deduct:
Dividends declared on common stock	25,600		30,900
Preferred dividend requirements and other	2,126	2,126	2,273	2,273
	27,726		33,173
Retained Earnings - End of period	$553,092		$483,836
ACCUMULATED OTHER COMPREHENSIVE
INCOME (Net of Taxes):
Balance at beginning of period:
Accumulated derivative instrument fair value changes	$714		$3,912
Net derivative instrument fair value changes
arising during the period	72	72	256	256
Balance at end of period:
Accumulated derivative instrument fair value changes	$786		$4,168
Comprehensive Income		$65,582		$95,302
See Notes to Respective Financial Statements.

ENTERGY GULF STATES, INC.
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 2005 and 2004
(Unaudited)
	Three Months Ended		Increase/
Description	2005	2004	(Decrease)	%
	(Dollars In Millions)
Electric Operating Revenues:
Residential	$174	$185	($11)	(6)
Commercial	146	155	(9)	(6)
Industrial	223	233	(10)	(4)
Governmental	9	9	- -	- -
Total retail	552	582	(30)	(5)
Sales for resale
Associated companies	21	8	13	163
Non-associated companies	43	47	(4)	(9)
Other	131	37	94	254
Total	$747	$674	$73	11
Billed Electric Energy
Sales (GWh):
Residential	2,124	2,068	56	3
Commercial	2,013	1,985	28	1
Industrial	3,879	4,049	(170)	(4)
Governmental	109	103	6	6
Total retail	8,125	8,205	(80)	(1)
Sales for resale
Associated companies	729	239	490	205
Non-associated companies	726	984	(258)	(26)
Total	9,580	9,428	152	2
	Six Months Ended		Increase/
Description	2005	2004	(Decrease)	%
	(Dollars In Millions)
Electric Operating Revenues:
Residential	$370	$369	$1	- -
Commercial	305	297	8	3
Industrial	467	445	22	5
Governmental	19	18	1	6
Total retail	1,161	1,129	32	3
Sales for resale
Associated companies	47	21	26	124
Non-associated companies	75	92	(17)	(18)
Other	116	45	71	158
Total	$1,399	$1,287	$112	9
Billed Electric Energy
Sales (GWh):
Residential	4,279	4,256	23	1
Commercial	3,927	3,847	80	2
Industrial	7,860	7,972	(112)	(1)
Governmental	214	214	- -	- -
Total retail	16,280	16,289	(9)	- -
Sales for resale
Associated companies	1,294	550	744	135
Non-associated companies	1,265	2,006	(741)	(37)
Total	18,839	18,845	(6)	- -

ENTERGY LOUISIANA, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

Second Quarter 2005 Compared to Second Quarter 2004

Net income increased $30.5 million primarily due to higher net revenue and lower depreciation and amortization expenses, partially offset by higher other operation and maintenance expenses and lower other income.

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

Net income increased $11.0 million primarily due to higher net revenue partially offset by higher other operation and maintenance expenses.

Net Revenue

Second Quarter 2005 Compared to Second Quarter 2005

Net revenue, which is Entergy Louisiana'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 second quarter of 2005 to the second quarter of 2004.

	Amount
	(In Millions)
2004 net revenue	$253.1
Price applied to unbilled sales	56.6
Other	1.1
2005 net revenue	$310.8

The price applied to unbilled sales variance is due to an increase in the fuel cost component of the price applied to unbilled sales in 2005. The fuel cost component is higher because of an increase in natural gas costs and a Waterford 3 refueling outage. See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K and Note 1 to the domestic utility companies and System Energy financial statements in the Form 10-K for further discussion of the accounting for unbilled revenues.

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

Gross operating revenues increased primarily due to:

• an increase of $34.6 million in fuel cost recovery revenues due to higher fuel rates; and
• an increase in the price applied to unbilled sales, as discussed above.

Fuel and purchased power expenses increased primarily due to a shift to higher priced gas and purchased power generation from lower priced nuclear generation due to a refueling outage. The increase was also due to an increase in the market price of natural gas.

Other regulatory credits increased primarily due to the deferral as allowed by the LPSC of capacity charges related to generation resource planning.

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

Net revenue, which is Entergy Louisiana'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 six months ended June 30, 2005 to the six months ended June 30, 2004.

	Amount
	(In Millions)
2004 net revenue	$450.4
Price applied to unbilled sales	55.9
Volume/weather	(12.6)
Rate refund provisions	(8.4)
Other	10.2
2005 net revenue	$495.5

The price applied to unbilled sales variance is due to an increase in the fuel cost component of the price applied to unbilled sales in 2005. The fuel cost component is higher because of an increase in natural gas costs and a Waterford 3 refueling outage. #9; See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K and Note 1 to the domestic utility companies and System Energy financial statements in the Form 10-K for further discussion of the accounting for unbilled revenues.

The volume/weather variance is due to decreased usage primarily during the unbilled sales period.

The rate refund provisions variance is primarily due to additional provisions recorded in 2005 related to LPSC-approved settlements in March 2005 and May 2005.

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

Gross operating revenues increased primarily due to:

• an increase in the price applied to unbilled sales, as discussed above;
• an increase of $36.6 million in fuel cost recovery revenues due to higher fuel rates; and
• an increase of $7.4 million in gross wholesale revenue due to increased sales to affiliated systems.

The increase was partially offset by the volume/weather variance and the rate refund provisions variance discussed above.

Fuel and purchased power expenses increased primarily due to a shift from lower priced nuclear generation to higher priced gas and purchased power generation as a result of a refueling outage. The increase was partially offset by a decrease in the recovery from customers of deferred fuel costs.

Other regulatory credits increased primarily due to the deferral as allowed by the LPSC of capacity charges related to generation resource planning.

Other Income Statement Variances

Second Quarter 2005 Compared to Second Quarter 2004

Other operation and maintenance expenses increased primarily due to:

• an increase of $5.2 million in payroll and benefits costs; and
• an increase of $1.8 million in estimated loss provisions recorded for the bankruptcy of CashPoint, which managed a network of payment agents for the domestic utility companies.

The increase was partially offset by a decrease of $4.1 million in contract costs as a result of maintenance outages at fossil plants in 2004.

Depreciation and amortization expenses decreased primarily due to a change in the depreciation rate for Waterford 3 as approved by the LPSC effective April 2005.

Other income decreased primarily due to the write-off of $7.1 million in June 2005 of a portion of the customer care system investment and the related allowance for equity funds used during construction pursuant to an LPSC-approved settlement. The decrease was partially offset by an increase of $2.1 million in interest income earned primarily on deferred fuel and capacity charges.

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

Other operation and maintenance expenses increased primarily due to:

• an increase of $5.9 million in payroll and benefits costs;
• an increase of $5.0 million in nuclear expenses due to the timing of contract and material costs; and
• an increase of $1.8 million in estimated loss provisions recorded for the bankruptcy of CashPoint, which managed a network of payment agents for the domestic utility companies.

Other income decreased primarily due to the write-off of $7.1 million in June 2005 of a portion of the customer care system investment and the related allowance for equity funds used during construction pursuant to an LPSC-approved settlement. The decrease was substantially offset by the following:

• an increase in the allowance for equity funds used during construction due to an increase in construction expenditures; and
• an increase in interest and dividend income primarily due to interest earned on deferred capacity charges and on temporary cash investments.

Income Taxes

The effective income tax rates for the second quarters of 2005 and 2004 were 40.0% and 38.5%, respectively. The effective income tax rates for the six months ended June 30, 2005 and 2004 were 39.8% and 38.1%, respectively. The difference in the effective income tax rate for the second quarter 2005 versus the federal statutory rate of 35.0% is primarily due to state income taxes, book and tax differences related to utility plant items, and a federal tax reserve estimate revision necessary to appropriately provide for prior tax periods. The difference in the effective income tax rate for the six months ended June 30, 2005 versus the federal statutory rate of 35.0% 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 and book and tax differences related to the allowance for funds used during construction. The difference in the effective income tax rate for the second quarter 2 004 and the six months ended June 30, 2004 versus the federal statutory rate of 35.0% is 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.

Liquidity and Capital Resources

Cash Flow

Cash flows for the six months ended June 30, 2005 and 2004 were as follows:

		2005	2004
		(In Thousands)
Cash and cash equivalents at beginning of period		$146,049	$8,787
Cash flow provided by (used in):
	Operating activities	220,270	89,012
	Investing activities	(335,554)	(98,594)
	Financing activities	(28,246)	53,144
Net increase (decrease) in cash and cash equivalents		(143,530)	43,562
Cash and cash equivalents at end of period		$2,519	$52,349

Operating Activities

Cash flow from operations increased $131.3 million for the six months ended June 30, 2005 compared to the six months ended June 30, 2004 primarily due to money pool activity, which provided $151.2 million of Entergy Louisiana's operating cash flows in the first six months of 2005 and used $84.9 million in the first six months of 2004. The increase was partially offset by decreased recovery of deferred fuel costs. Entergy Louisiana's receivables from or (payables to) the money pool were as follows:

June 30, 2005	December 31, 2004	June 30, 2004	December 31, 2003
(In Thousands)
($110,658)	$40,549	$43,577	($41,317)

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 increase of $237.0 million in net cash used in investing activities for the six months ended June 30, 2005 compared to the six months ended June 30, 2004 is primarily due to:

• Entergy Louisiana purchasing the Perryville plant in June 2005 for $162.5 million. See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of this acquisition. In April 2005, the LPSC approved the acquisition and the long-term cost-of-service purchased power agreement under which Entergy Gulf States will purchase 75 percent of the plant's output.
• An increase in spending on transmission and nuclear projects, including the Waterford 3 uprate project completed in June 2005.
• An increase of $19.8 million in capacity costs that have been deferred and are expected to be recovered over a period greater than twelve months.

Financing Activities

Entergy Louisiana used $28.2 million of cash for financing activities for the six months ended June 30, 2005 compared to providing $53.1 million for the six months ended June 30, 2004 primarily due to the issuance of $100 million of 5.5% Series First Mortgage Bonds in March 2004, partially offset by a principal payment of $14.8 million in 2004 on the Waterford 3 Lease Obligation. See Note 3 to the domestic utility companies and System Energy financial statements for the details of Entergy Louisiana's long-term debt activity in 2005.

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 are updates to the information provided in the Form 10-K.

In May 2005, Entergy Louisiana entered into a credit facility for $85 million and Entergy Arkansas renewed its $85 million credit facility with the same lender. Either company can borrow up to the full amount on its respective facility, but at no time can the combined amount of outstanding borrowings on the two facilities exceed $85 million. There were no outstanding borrowings under either credit facility as of June 30, 2005.

In July 2005, Entergy Louisiana and Entergy New Orleans renewed their 364-day credit facilities with the same lender through May 2006. Entergy New Orleans increased the amount of its credit facility to $15 million, the same amount as Entergy Louisiana's facility. Either company can borrow up to the full amount on its respective facility, but at no time can the combined amount of outstanding borrowings on the two facilities exceed $15 million. There were no outstanding borrowings under either credit facility as of June 30, 2005.

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, federal regulation and proceedings, industrial and commercial customers, market and credit risks, nuclear matters, environmental risks, and litigation risks. Following are updates to the information provided in the Form 10-K.

State and Local Rate Regulation

In March 2005, the LPSC approved a settlement proposal to resolve various dockets covering a range of issues for Entergy Gulf States and Entergy Louisiana. The settlement resulted in credits of $14 million for retail electricity customers of Entergy Louisiana. The settlement dismissed, among other dockets, dockets established to consider issues concerning power purchases for Entergy Louisiana for the summers of 2001, 2002, 2003, and 2004, all prudence issues associated with decisions made through May 2005 related to the nuclear plant uprates at issue in these cases, and an LPSC docket concerning retail issues arising under the System Agreement. The settlement does not include the System Agreement case at FERC. In addition, Entergy Louisiana agreed to forgo recovery of $3.5 million of deferred 2003 capacity costs associated with certain power purchase agreements. The credits were issued in connection with April 2005 billings. Entergy Louisiana reserved for the approximate refund amoun ts.

Refer to "State Rate Regulation" in the Form 10-K for discussion of Entergy Louisiana's rate filing with the LPSC requesting a base rate increase. In March 2005, the LPSC staff and Entergy Louisiana filed a proposed settlement that included an annual base rate increase of approximately $18.3 million which was implemented, subject to refund, effective with May 2005 billings. In May 2005, the LPSC approved a modified settlement which, among other things, reduces depreciation and decommissioning expense due to assuming a life extension of Waterford 3 and results in no change in rates. Subsequently, in June 2005, Entergy Louisiana made a revised compliance filing with the LPSC supporting a revised depreciation rate for Waterford 3, which reflects the removal of interim additions, and a rate increase from the purchase of the Perryville power plant, which results in a net $0.8 million annual rate reduction. Entergy Louisiana reduced rates effective with the first billing cycle in June 2005 and expects to refund excess revenue collected during May 2005, including interest, in the third quarter of 2005.

The May 2005 rate settlement includes the adoption of a three-year formula rate plan, the terms of which include an ROE mid-point of 10.25% for the initial three-year term of the plan and permit Entergy Louisiana to recover incremental capacity costs outside of a traditional base rate proceeding. Under the formula rate plan, over- and under-earnings outside an allowed regulatory earnings range of 9.45% to 11.05% will be allocated 60% to customers and 40% to Entergy Louisiana. The initial formula rate plan filing will be in May 2006 based on a 2005 test year with rates effective September 2006. In addition, there is the potential to extend the formula rate plan beyond the initial three-year effective period by mutual agreement of the LPSC and Entergy Louisiana.

Federal Regulation

System Agreement Litigation

On June 1, 2005, the FERC issued a decision in the System Agreement litigation. The domestic utility companies historically have engaged in the coordinated planning, construction, and operation of generating and bulk transmission facilities under the terms of the System Agreement, which has been approved by the FERC. The System Agreement litigation proceedings are described in the Form 10-K.

The FERC decision concluded, among other things, that:

• The System Agreement no longer roughly equalizes production costs among the domestic utility companies.
• In order to reach rough production cost equalization, the FERC will impose a bandwidth remedy allowing for a maximum spread of 22 percent (expressed by the FERC as +/- 11%) between the total annual production costs of the highest cost and lowest cost domestic utility companies.
• When calculating the production costs for this purpose, output from the Vidalia hydroelectric power plant will not reflect the actual Vidalia price for that year but will be priced at that year's average MSS-3 price, reducing the amount of Vidalia costs reflected in the comparison of the domestic utility companies' total production costs.
• The remedy ordered by FERC calls for no refunds and would be effective based on the calendar year 2006 production costs with the first potential reallocation payments, if required, expected to be made in 2007.

The FERC's June 2005 order would reallocate production costs of the domestic utility companies whose relative total production costs expressed as a percentage of Entergy System average production costs are outside an upper or lower bandwidth. This would be accomplished by payments from domestic utility companies whose production costs are below Entergy System average production costs to domestic utility companies whose production costs are above Entergy System average production costs. An assessment of the potential effects of the FERC's June 2005 order 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 l east 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 Henry Hub gas prices have varied significantly over recent years, ranging from $1.72/mmBtu to $5.85/mmBtu for the 1995-2004 period, and averaging $3.43/mmBtu during the ten-year period 1995-2004 and $4.58/mmBtu during the five-year period 2000-2004.  Recent market conditions have resulted in gas prices that have averaged $5.85/mmBtu for the twelve months ended December 2004. During the 12 month period July 1, 2004 to June 30, 2005 forward gas contracts for each of the next four years based on daily NYMEX close averaged $6.68/mmBtu (2006), $6.25/mmBtu (2007), $5.88/mmBtu (2008) and $5.58/mmBtu (2009). If the FERC's June 2005 order becomes final and if these gas prices occur as assumed, the following potential annual production cost reallocations among the domestic utility companies could result during the 2007-2010 period:

	Range of Annual Payments or (Receipts)	Average Annual Payment or (Receipt)
	(In Millions)
Entergy Arkansas	$143 to $210	$166
Entergy Gulf States	($134) to ($87)	($113)
Entergy Louisiana	($71) to ($10)	($38)
Entergy Mississippi	($28) to $0	($11)
Entergy New Orleans	($10) to $0	($4)

If natural gas prices deviate by $1/mmBtu up or down, it is expected that Entergy Arkansas' annual payments will change in the same direction by approximately $60 to $70 million.

Various pending motions for rehearing and clarification of the FERC's June 2005 order were filed by parties to the proceeding, including the LPSC, the APSC, the MPSC, and the City Council, and by Entergy Services, Inc., on behalf of the domestic utility companies. Among other things, the LPSC's motion urged the FERC to "clarify" that the FERC's order requires the payments and receipts, to the extent any are required, to be made in 2006 based on production costs incurred in 2004 and 2005. Entergy does not believe that this request for "clarification" is consistent with the FERC order and submitted a response urging the FERC to reject this interpretation and instead find that the annual remedy order by the FERC would be evaluated based on calendar year 2006 production costs, with the first potential payments/receipts, if any were required, made in 2007.

Management believes that any changes in the allocation of production costs resulting from the FERC's June 2005 order and related retail proceedings should result in similar rate changes for retail customers. The timing of recovery of these costs in rates could be the subject of additional proceedings before Entergy's retail regulators. Although the outcome and timing of the FERC and other proceedings cannot be predicted at this time, Entergy Louisiana does not believe that the ultimate resolution of these proceedings will have a material effect on its financial condition or results of operations.

See the Form 10-K for discussion of the proceeding that the LPSC commenced before itself regarding the System Agreement. As noted above in "State and Local Rate Regulation," the settlement of various issues involving Entergy Gulf States and Entergy Louisiana that was approved by the LPSC has resolved the System Agreement proceeding before the LPSC, which has been dismissed without prejudice.

Transmission

See the Form 10-K for a discussion of the petition for declaratory order that Entergy filed with the FERC in January 2005 regarding Entergy's Independent Coordinator of Transmission (ICT) proposal. On March 22, 2005, the FERC issued a declaratory order concluding that: (1) because the Southwest Power Pool (SPP) was the only entity identified as potentially being selected as the ICT and because the SPP is already a "public utility" there was no need to rule on the question of whether the functions of the ICT, alone, would serve to make the ICT a "public utility;" (2) Entergy will continue to be the "transmission provider" for transmission service across its system and that "the presence of SPP as the ICT will not change the existing balance of jurisdiction between [the FERC] and Entergy's retail regulators;" and (3) the FERC "is prepared to grant Entergy's proposed transmission pricing proposal on a two-year experimental basis, subject to certain enhancement and monitoring and reportin g conditions." The enhancements referred to by the FERC involve more fully specifying the responsibilities and duties of the ICT, including defining the ICT's role in the preparation of various transmission expansion plans and the performance of studies related to the granting of transmission or interconnection service. Before Entergy's ICT proposal can be implemented, however, Entergy is required to submit further filings with the FERC regarding the modifications and clarifications to the ICT proposal.

On April 8, 2005 several intervenors filed an Emergency Request for Clarification and Request for Expedited Commission Action seeking to have the FERC: (1) clarify the ICT's role in administering the Available Flowgate Capacity (AFC) methodology; (2) clarify the ICT's role in developing the transmission base plan; (3) clarify what the FERC meant when it required Entergy to provide firm transmission rights to customers that pay for supplemental transmission upgrades; and (4) clarify and confirm following Entergy's filing that the FERC will assess SPP's status as being independent of Entergy.

On April 21, 2005 Entergy filed a request for clarification or rehearing of the FERC's March 22 declaratory order requesting that the FERC clarify the respective role of Entergy and the ICT in developing the inputs or criteria used to create the base plan and in preparing certain studies regarding system expansion. The request for clarification further requests that the FERC clarify that the initial two-year period will commence with the actual start date of ICT operations. In the event that the FERC denies Entergy's request for clarification, then Entergy will seek rehearing on these issues. However, in its request, Entergy requested that FERC not rule on these issues at this time but, instead, that the FERC wait to evaluate these issues until such time as Entergy has filed the more detailed tariff sheets and protocols in its subsequent filing to implement the ICT. Separately, Entergy submitted a letter advising the FERC that it intended to submit on or about May 27, 2005 the filing t o implement the ICT proposal. A joint request for rehearing of the ICT declaratory order was also filed by the City Council, the LPSC, and the MPSC in which the retail regulators expressed their concerns that the findings reached in the declaratory order may result in an expansion of authority of the ICT "that is unnecessary to achieve the [FERC's] goals and is very likely to result in significant increases in the start-up and operational costs of the ICT." The retail regulators request that the FERC not act on their request for rehearing until Entergy has submitted its filing to implement the ICT. The intervenors filed a separate request for rehearing on April 21, 2005 urging the FERC to impose additional conditions on the approval of the ICT and also re-urging the FERC to reject the pricing proposal contained in the ICT proposal.

On May 12, 2005 the FERC issued an order clarifying certain aspects of its March 22 order. In the May 12 order, the FERC indicated that (1) Entergy is to work with the ICT and Entergy's stakeholders to develop procedures by which the ICT will calculate AFCs; (2) Entergy must specifically define the transmission rights that a customer that pays for supplemental upgrades will receive for such payments; (3) the FERC will review the ICT's contract to ensure that the ICT can perform its functions in an independent manner even if SPP is chosen as the ICT; and (4) the initial two-year period will start once the ICT becomes operational.

On May 27, 2005, the domestic utility companies filed the enhanced ICT proposal with the FERC. Entergy believes that the filing is consistent with the FERC guidance received in both the FERC's March 22 and May 12 orders on the ICT. Among other things, the enhanced ICT filing states that the ICT will (1) grant or deny transmission service on the domestic utility companies' transmission system; (2) administer the domestic utility companies' OASIS node for purposes of processing and evaluating transmission service requests and ensuring compliance with the domestic utility companies' obligation to post transmission-related information; (3) develop a base plan for the domestic utility companies' transmission system that will result in the ICT making the determination on whether something should be rolled into the domestic utility companies' transmission rates or directly assigned to the customer requesting or causing an upgrade to be constructed; (4) serve as the reliability coordinator for t he Entergy transmission system; and (5) oversee the operation of the weekly procurement process. The enhanced ICT proposal clarifies the rights that customers receive when they fund a supplemental upgrade and also contains a detailed methodology describing the process by which the ICT will evaluate interconnection-related investments already made on the Entergy System for purposes of determining the future allocation of the uncredited portion of these investments.

On June 3, 2005 a group of generators filed with the FERC a request that the FERC schedule a technical conference on the enhanced ICT proposal in order for Entergy to provide additional information on the enhanced ICT proposal. In response, a stakeholder meeting was held in New Orleans on June 30, 2005. Interventions and comments on the filing are due by August 5, 2005.

In addition, as discussed in the Form 10-K, Entergy Louisiana and Entergy Gulf States have filed an application with the LPSC requesting that the LPSC find that the ICT proposal is a prudent and appropriate course of action. An LPSC hearing on the ICT proposal is currently scheduled for August 2005, however certain intervenors have recently requested that the hearing be delayed until mid-September 2005.

Interconnection Orders

See the Form 10-K for a discussion of the ALJ Initial Decision and FERC order directing Entergy Louisiana to refund, in the form of transmission credits, approximately $15 million in expenses and tax obligations previously paid by a generator. Entergy's request for rehearing was denied by the FERC.

Available Flowgate Capacity Proceedings

See the Form 10-K for a discussion of proceedings at the FERC involving Entergy's Available Flowgate Capacity (AFC) methodology. On March 22, 2005, the FERC issued an order contemporaneously with the ICT declaratory order discussed above that holds the AFC hearing in abeyance pending action on Entergy's upcoming ICT filing. The order holding the hearing in abeyance further indicated that it would cancel the hearing when the ICT begins to perform its functions. On April 8, 2005 several intervenors filed Emergency Motions for Interim Relief and Expedited Commission Action requesting that, during the interim period before the implementation of the ICT, the FERC (1) institute an audit process to examine and modify Entergy's current AFC process; and (2) require SPP to become involved in the AFC stakeholder process and order certain modifications to Entergy's stakeholder process. The audit process being proposed by the intervenors would not involve an independent auditor, but instead wou ld be an investigation performed by a representative from the intervenors, Entergy, and possibly SPP.  On April 25, 2005, Entergy filed its response to the emergency motion urging the FERC to reject the intervenors' request for the "audit" because the type of investigation proposed by the intervenors would be neither independent nor fair and would only distract from the implementation of the ICT.  Instead, Entergy has proposed that the ICT conduct an independent review of the AFC process and procedures as part of its transition to assuming the identified ICT responsibilities, including the calculation of the AFCs.  Entergy further indicated that it would welcome SPP's participation in the current stakeholder process. On April 21, 2005, the intervenors filed a separate request for rehearing arguing that the FERC must allow the AFC hearing to proceed in parallel with the establishment of the ICT. See "Transmission" above for further discussion of AFC.

Federal Legislation

In late July 2005 the U.S. Congress passed broad new energy legislation, the Energy Policy Act of 2005. The legislation contains electricity provisions that, among other things:

• Repeal the Public Utility Holding Company Act of 1935 (PUHCA), effective six months after enactment of the Energy Policy Act. As a registered holding company system, Entergy is subject to PUHCA. Some of the more significant effects of PUHCA are that it limits the operations of a registered holding company system to a single, integrated public utility system; regulates transactions among affiliates within a holding company system; governs the issuance, acquisition, and disposition of securities and assets by registered holding companies and their subsidiaries; limits the entry by registered holding companies and their subsidiaries into businesses other than electric or gas utility businesses; and requires SEC approval for certain utility mergers and acquisitions. Certain consumer protection authorities were transferred to the FERC, including new authority over utility mergers and acquisitions, and to the state or local regulatory commissions.
• Codifies the concept of participant funding, a form of cost allocation for transmission interconnections and upgrades, and allows FERC to apply participant funding in all regions of the country. Participant funding helps ensure that a utility's native load customers only bear the costs that are necessary to provide reliable transmission service to them and not bear costs required by generators who seek to deliver power to other regions.
• Provides financing benefits, including loan guarantees and production tax credits, for new nuclear plant construction, and reauthorizes the Price-Anderson Act, the law that provides an umbrella of insurance protection for the payment of public liability claims in the event of a major nuclear power plant incident.
• Revises current tax law treatment of nuclear decommissioning trust funds by allowing regulated and nonregulated taxpayers to make deductible contributions to fund the entire amount of estimated future decommissioning costs.
• Provides a more rapid tax depreciation schedule for transmission assets t o encourage investment.
• Creates mandatory electricity reliability guidelines with enforceable penalties to help ensure that the nation's power transmission grid is kept in good repair and that disruptions in the electricity system are minimized.  Entergy already voluntarily complies with National Electricity Reliability Council standards, which are similar.
• Establishes conditions for the elimination of the Public Utility Regulatory Policy Act's (PURPA) mandatory purchase obligation from qualifying facilities.

The President is expected to sign the Energy Policy Act in August 2005. The Energy Power Act requires several rulemakings by the FERC and other government agencies in order to implement its provisions. Therefore, it will be some time before a full assessment of its effect on Entergy and the energy industry can be completed.

Central States Compact Claim

The Low-Level Radioactive Waste Policy Act of 1980 holds each state responsible for disposal of low-level radioactive waste originating in that state, but allows states to participate in regional compacts to fulfill their responsibilities jointly.  Arkansas and Louisiana participate in the Central Interstate Low-Level Radioactive Waste Compact (Central States Compact or Compact).  Commencing in 1998, Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana made a series of contributions to the Central States Compact to fund the Central States Compact's development of a low-level radioactive waste disposal facility to be located in Boyd County, Nebraska.  In December 1998, Nebraska, the host state for the proposed Central States Compact disposal facility, denied the compact's license application for the proposed disposal facility.  Several parties, including the commission that governs the compact (the Compact Commission), filed a lawsuit against Nebraska seeking damages resulting from Nebraska's denial of the proposed facility's license.  After a trial, the U.S. District Court concluded that Nebraska violated its good faith obligations regarding the proposed waste disposal facility and rendered a judgment against Nebraska in the amount of $151 million.  In August 2004, Nebraska agreed to pay the Compact $141 million in settlement of the judgment. In July 2005, the Compact Commission decided to distribute a substantial portion of the proceeds from the settlement to the nuclear power generators that had contributed funding for the Boyd County facility, including Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana. On August 1, 2005, Nebraska paid the full amount of the settlement to the Compact, and the Compact distributed from the settlement proceeds $23.6 million to Entergy Arkansas, $19.9 million to Entergy Gulf States, and $18.4 million to Entergy Louisiana.  Management is still analyzing the accounting treatment of the  r eceipts, but expects that some portion of the receipts could result in income for Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana.

Entergy Louisiana Corporate Restructuring

On July 13, 2005, Entergy Louisiana filed with the LPSC an application for authorization to implement a plan of internal restructuring that would, in effect, result in the conversion of its form of business organization from a corporation to a limited liability company. The proposed restructuring is intended to reduce Entergy Louisiana's corporate franchise taxes. The proposed restructuring implements a recommendation from the LPSC staff and, if successfully completed, will result in a decrease in Entergy Louisiana's rates to Louisiana retail customers.

In accordance with the terms of the proposed restructuring, Entergy Louisiana will be converted to a Texas corporation and will hold all the common membership interests in Entergy Louisiana, LLC ("ELL"), a newly organized Texas limited liability company that will be allocated substantially all the assets and liabilities, including debt and lease obligations, of Entergy Louisiana immediately prior to the proposed restructuring. ELL's utility operations would remain subject to the jurisdiction of the LPSC and the FERC to the same extent that they were subject to the jurisdiction of the LPSC and the FERC when they were held by Entergy Louisiana. The proposed restructuring may not be implemented without various authorizations by certain governmental regulatory agencies, including the LPSC, the SEC, the FERC, and the NRC.

In its application to the LPSC, Entergy Louisiana noted that it may redeem a portion of the Entergy Louisiana preferred stock prior to the proposed restructuring and that, if the proposed restructuring is implemented, it anticipates redeeming any remaining Entergy Louisiana preferred stock within three to six months following the implementation of the proposed restructuring.

Any redemption of Entergy Louisiana preferred stock by Entergy Louisiana in connection with the proposed restructuring will be made at the following respective redemption prices as provided in the Entergy Louisiana amended and restated articles of incorporation, whether the redemption occurs before or after the implementation of the proposed restructuring:

Series of Entergy Louisiana Preferred Stock	Redemption Price Per Share
4.96% Preferred Stock, Cumulative, $100.00 par value	$104.25
4.16% Preferred Stock, Cumulative, $100.00 par value	$104.21
4.44% Preferred Stock, Cumulative, $100.00 par value	$104.06
5.16% Preferred Stock, Cumulative, $100.00 par value	$104.18
5.40% Preferred Stock, Cumulative, $100.00 par value	$103.00
6.44% Preferred Stock, Cumulative, $100.00 par value	$102.92
7.84% Preferred Stock, Cumulative, $100.00 par value	$103.78
7.36% Preferred Stock, Cumulative, $100.00 par value	$103.36
8% Preferred Stock, Cumulative, $25.00 par value	$ 25.00

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, unbilled revenue, and pension and other postretirement costs. The following is an update to the information provided in the Form 10-K.

Nuclear Decommissioning Costs

In the second quarter of 2005, Entergy Louisiana recorded a revision to its estimated decommissioning cost liability in accordance with a new decommissioning cost study for Waterford 3 that assumes a life extension for the plant. The revised estimate resulted in a $153.6 million reduction in its decommissioning liability, along with a $49.2 million reduction in utility plant and a $104.4 million reduction in the related regulatory asset.

Recently Issued Accounting Pronouncements

In the first quarter 2005, FASB issued FASB Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations - an interpretation of FASB Statement No. 143" (FIN 47). FIN 47 requires companies to recognize at fair value a liability for a conditional asset retirement obligation when incurred, which is generally upon an asset's acquisition, construction, development, or through its normal operation. A conditional asset retirement obligation is generally a legal obligation to incur costs to remove an asset or part of an asset, such as an obligation to comply with environmental regulations and requirements. The obligation is conditional because there is currently no legal requirement to retire or remove the facility that the affected asset is a part of. FIN 47 requires that uncertainty about the timing or method of settlement of a conditional asset retirement obligation be factored into the measurement of the liability when sufficient information becomes available. FIN 47 wi ll be effective for Entergy no later than December 31, 2005. Entergy does not believe that the adoption of FIN 47 will be material to its financial position or results of operations because it estimates that any conditional asset retirement obligations required to be recognized under FIN 47 would be offset by a regulatory asset because of the expected recovery of these future costs in rates.

ENTERGY LOUISIANA, INC.
INCOME STATEMENTS
For the Three and Six Months Ended June 30, 2005 and 2004
(Unaudited)
	Three Months Ended		Six Months Ended
	2005	2004	2005	2004
	(In Thousands)		(In Thousands)
OPERATING REVENUES
Domestic electric	$647,748	$555,511	$1,128,421	$1,043,557
OPERATING EXPENSES
Operation and Maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale	127,564	129,885	265,341	267,664
Purchased power	226,690	178,102	397,996	335,832
Nuclear refueling outage expenses	3,397	3,455	6,821	6,632
Other operation and maintenance	99,518	93,671	188,156	171,369
Decommissioning	5,155	5,443	10,872	10,799
Taxes other than income taxes	18,300	18,259	36,657	34,333
Depreciation and amortization	43,645	47,951	95,453	94,537
Other regulatory credits - net	(17,323)	(5,612)	(30,407)	(10,284)
TOTAL	506,946	471,154	970,889	910,882
OPERATING INCOME	140,802	84,357	157,532	132,675
OTHER INCOME
Allowance for equity funds used during construction	1,840	1,519	4,377	2,869
Interest and dividend income	5,074	1,931	8,140	3,658
Miscellaneous - net	(6,481)	1,282	(6,848)	144
TOTAL	433	4,732	5,669	6,671
INTEREST AND OTHER CHARGES
Interest on long-term debt	16,852	17,878	34,691	34,336
Other interest - net	1,804	1,074	4,823	2,058
Allowance for borrowed funds used during construction	(990)	(905)	(2,489)	(1,881)
TOTAL	17,666	18,047	37,025	34,513
INCOME BEFORE INCOME TAXES	123,569	71,042	126,176	104,833
Income taxes	49,406	27,329	50,242	39,908
NET INCOME	74,163	43,713	75,934	64,925
Preferred dividend requirements and other	1,678	1,678	3,357	3,357
EARNINGS APPLICABLE TO
COMMON STOCK	$72,485	$42,035	$72,577	$61,568
See Notes to Respective Financial Statements.

(Page left blank intentionally)

ENTERGY LOUISIANA, INC.
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2005 and 2004
(Unaudited)
	2005	2004
	(In Thousands)
OPERATING ACTIVITIES
Net income	$75,934	$64,925
Adjustments to reconcile net income to net cash flow provided by operating activities:
Reserve for regulatory adjustments	(11,724)	- -
Other regulatory credits - net	(30,407)	(10,284)
Depreciation, amortization, and decommissioning	106,325	105,336
Deferred income taxes and investment tax credits	38,961	30,803
Changes in working capital:
Receivables	(52,011)	(50,835)
Accounts payable	119,141	(58,301)
Taxes accrued	23,337	32,834
Interest accrued	(715)	(3,503)
Deferred fuel costs	(80,330)	(17,039)
Other working capital accounts	(22,957)	(6,575)
Provision for estimated losses and reserves	2,179	2,953
Changes in other regulatory assets	17,229	(11,137)
Other	35,308	9,835
Net cash flow provided by operating activities	220,270	89,012
INVESTING ACTIVITIES
Construction expenditures	(151,902)	(93,864)
Allowance for equity funds used during construction	4,377	2,869
Nuclear fuel purchases	(54,158)	- -
Proceeds from the sale/leaseback of nuclear fuel	54,158	- -
Payment for purchase of plant	(162,075)	- -
Decommissioning trust contributions and realized
change in trust assets	(6,153)	(7,599)
Other regulatory investments	(19,801)	- -
Net cash flow used in investing activities	(335,554)	(98,594)
FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	54,611	99,210
Retirement of long-term debt	(55,000)	(14,809)
Dividends paid:
Common stock	(24,500)	(27,900)
Preferred stock	(3,357)	(3,357)
Net cash flow provided by (used in) financing activities	(28,246)	53,144
Net increase (decrease) in cash and cash equivalents	(143,530)	43,562
Cash and cash equivalents at beginning of period	146,049	8,787
Cash and cash equivalents at end of period	$2,519	$52,349
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized	$38,574	$38,446
Income taxes	$11,114	- -
See Notes to Respective Financial Statements.

ENTERGY LOUISIANA, INC.
BALANCE SHEETS
ASSETS
June 30, 2005 and December 31, 2004
(Unaudited)
	2005	2004
	(In Thousands)
CURRENT ASSETS
Cash and cash equivalents:
Cash	$2,519	$3,875
Temporary cash investments - at cost,
which approximates market	- -	142,174
Total cash and cash equivalents	2,519	146,049
Accounts receivable:
Customer	102,973	88,154
Allowance for doubtful accounts	(2,486)	(3,135)
Associated companies	10,425	43,121
Other	13,684	13,070
Accrued unbilled revenues	212,078	143,453
Total accounts receivable	336,674	284,663
Deferred fuel costs	88,984	8,654
Accumulated deferred income taxes	- -	12,712
Materials and supplies - at average cost	74,501	77,665
Deferred nuclear refueling outage costs	23,246	5,605
Prepayments and other	12,497	6,861
TOTAL	538,421	542,209
OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity	14,230	14,230
Decommissioning trust funds	180,999	172,083
Non-utility property - at cost (less accumulated depreciation)	21,110	21,176
Other	4	4
TOTAL	216,343	207,493
UTILITY PLANT
Electric	6,264,851	5,985,889
Property under capital lease	246,853	250,964
Construction work in progress	111,383	188,848
Nuclear fuel under capital lease	75,353	31,655
TOTAL UTILITY PLANT	6,698,440	6,457,356
Less - accumulated depreciation and amortization	2,829,721	2,799,936
UTILITY PLANT - NET	3,868,719	3,657,420
DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
SFAS 109 regulatory asset - net	124,252	132,686
Other regulatory assets	215,051	302,456
Long-term receivables	8,222	10,736
Other	27,267	25,994
TOTAL	374,792	471,872
TOTAL ASSETS	$4,998,275	$4,878,994
See Notes to Respective Financial Statements.
ENTERGY LOUISIANA, INC.
BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
June 30, 2005 and December 31, 2004
(Unaudited)
	2005	2004
	(In Thousands)
CURRENT LIABILITIES
Currently maturing long-term debt	$ -	$55,000
Accounts payable:
Associated companies	174,522	57,681
Other	130,823	128,523
Customer deposits	67,558	66,963
Taxes accrued	34,718	7,268
Accumulated deferred income taxes	24,967	- -
Interest accrued	17,723	18,438
Obligations under capital leases	22,753	22,753
Other	10,827	10,428
TOTAL	483,891	367,054
NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued	1,795,528	1,805,410
Accumulated deferred investment tax credits	94,081	96,130
Obligations under capital leases	52,600	8,903
Other regulatory liabilities	59,702	51,260
Decommissioning	204,497	347,255
Accumulated provisions	94,832	92,653
Long-term debt	985,707	930,695
Other	106,541	106,815
TOTAL	3,393,488	3,439,121
Commitments and Contingencies
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 2005
and 2004	1,088,900	1,088,900
Capital stock expense and other	(1,718)	(1,718)
Retained earnings	53,214	5,137
Less - treasury stock, at cost (18,202,573 shares in 2005 and 2004)	120,000	120,000
TOTAL	1,120,896	1,072,819
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$4,998,275	$4,878,994
See Notes to Respective Financial Statements.

ENTERGY LOUISIANA, INC.
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 2005 and 2004
(Unaudited)
	Three Months Ended		Increase/
Description	2005	2004	(Decrease)	%
	(Dollars In Millions)
Electric Operating Revenues:
Residential	$172	$162	$10	6
Commercial	122	116	6	5
Industrial	198	191	7	4
Governmental	10	9	1	11
Total retail	502	478	24	5
Sales for resale
Associated companies	32	28	4	14
Non-associated companies	3	3	-	- -
Other	111	47	64	136
Total	$648	$556	$92	17
Billed Electric Energy
Sales (GWh):
Residential	1,894	1,888	6	- -
Commercial	1,361	1,357	4	- -
Industrial	3,341	3,274	67	2
Governmental	108	104	4	4
Total retail	6,704	6,623	81	1
Sales for resale
Associated companies	285	316	(31)	(10)
Non-associated companies	31	28	3	11
Total	7,020	6,967	53	1
	Six Months Ended		Increase/
Description	2005	2004	(Decrease)	%
	(Dollars In Millions)
Electric Operating Revenues:
Residential	$337	$332	$5	2
Commercial	237	230	7	3
Industrial	387	377	10	3
Governmental	20	18	2	11
Total retail	981	957	24	3
Sales for resale
Associated companies	47	38	9	24
Non-associated companies	5	7	(2)	(29)
Other	95	42	53	126
Total	$1,128	$1,044	$84	8
Billed Electric Energy
Sales (GWh):
Residential	3,823	3,895	(72)	(2)
Commercial	2,647	2,640	7	- -
Industrial	6,457	6,406	51	1
Governmental	226	213	13	6
Total retail	13,153	13,154	(1)	- -
Sales for resale
Associated companies	430	422	8	2
Non-associated companies	45	122	(77)	(63)
Total	13,628	13,698	(70)	(1)

ENTERGY MISSISSIPPI, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

Second Quarter 2005 Compared to Second Quarter 2004

Net income decreased $3.1 million primarily due to higher other operation and maintenance expenses, higher depreciation and amortization expense, and higher taxes other than income taxes, partially offset by lower interest expense.

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

Net income decreased $4.5 million primarily due to higher other operation and maintenance expenses, higher depreciation and amortization expense, and higher taxes other than income taxes, partially offset by higher net revenue and lower interest expense.

Net Revenue

Second Quarter 2005 Compared to Second Quarter 2004

Net revenue, which is Entergy Mississippi's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related, and purchased power expenses and 2) other regulatory credits. Net revenue was relatively unchanged comparing the second quarter of 2005 to the second quarter of 2004.

	Amount
	(In Millions)
2004 net revenue	$116.5
Miscellaneous items	(0.1)
2005 net revenue	$116.4

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

Net revenue, which is Entergy Mississippi'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 six months ended June 30, 2005 to the six months ended June 30, 2004.

	Amount
	(In Millions)
2004 net revenue	$204.0
Reserve equalization	3.8
Other	0.1
2005 net revenue	$207.9

The reserve equalization variance is primarily due to purchase power agreement contracts during 2005 which were not in place during 2004.

Other Income Statement Variances

Second Quarter 2005 Compared to Second Quarter 2004

Other operation and maintenance expenses increased primarily due to:

• an increase of $1.7 million in payroll and benefits costs; and
• an increase of $0.9 million in estimated loss provisions recorded for the bankruptcy of CashPoint, which managed a network of payment agents for the domestic utility companies.

The increase was partially offset by a decrease of $1.1 million in customer service support costs.

Depreciation and amortization expense increased primarily due to an increase in plant in service.

Taxes other than income taxes increased primarily due to higher assessment of ad valorem and franchise taxes.

Interest expense decreased primarily due to net redemption of $35 million of First Mortgage Bonds during 2004.

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

Other operation and maintenance expenses increased primarily due to:

• an increase of $2.9 million in payroll and benefits costs; and
• an increase of $2.5 million in fossil plant planned off-peak maintenance outage costs; and
• an increase of $0.9 million in reserves recorded for the bankruptcy of CashPoint, which managed a network of payment agents for the domestic utility companies.

The increase was partially offset by a decrease of $1.0 million in customer service support costs.

Depreciation and amortization expense increased primarily due to an increase in plant in service.

Taxes other than income taxes increased primarily due to higher assessment of ad valorem and franchise taxes.

Interest expense decreased primarily due to net redemption of $35 million of First Mortgage Bonds during 2004.

Income Taxes

The effective income tax rates for the second quarters of 2005 and 2004 were 34.9% and 37.0%, respectively. The difference in the effective tax rate for the second quarter of 2004 versus the federal statutory rate of 35.0% 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 and book and tax differences related to the allowance of equity funds used during construction. The effective income tax rates for the six months ended June 30, 2005 and 2004 were 33.5% and 35.8%, respectively. The difference in the effective tax rate for the six months ended June 30, 2005 versus the federal statutory rate of 35.0% is primarily due to book and tax differences related to the allowance of equity funds used during construction and the amortization of investment tax credits, partially offset by state income taxes.

Liquidity and Capital Resources

Cash Flow

Cash flows for the six months ended June 30, 2005 and 2004 were as follows:

		2005	2004
		(In Thousands)
Cash and cash equivalents at beginning of period		$80,396	$63,838
Cash flow provided by (used in):
	Operating activities	16,495	51,564
	Investing activities	(67,416)	(69,180)
	Financing activities	16,255	(28,296)
Net decrease in cash and cash equivalents		(34,666)	(45,912)
Cash and cash equivalents at end of period		$45,730	$17,926

Operating Activities

Cash flow from operations decreased $35.1 million for the six months ended June 30, 2005 compared to the six months ended June 30, 2004 primarily due to money pool activity.

Entergy Mississippi's receivables from the money pool were as follows:

June 30, 2005	December 31, 2004	June 30, 2004	December 31, 2003
(In Thousands)
$53,488	$21,584	$12,000	$22,076

Money pool activity used $31.9 million of Entergy Mississippi's operating cash flow for the six months ended June 30, 2005 and provided $10.1 million of Entergy Mississippi's operating cash flow for the six months ended June 30, 2004. 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 $1.8 million for the six months ended June 30, 2005 compared to the six months ended June 30, 2004. Decreased capital expenditures as a result of decreased spending on transmission and fossil plant projects was offset by the maturity in 2004 of $7.5 million of other temporary investments that had been made in 2003, which provided cash in 2004.

Financing Activities

Financing activities provided $16.3 million for the six months ended June 30, 2005 compared to using $28.3 million for the six months ended June 30, 2004 primarily due to a $30 million issuance of preferred stock in 2005 and the net retirement of $39.5 million of long-term debt during 2004, partially offset by cash provided by a $25 million draw on Entergy Mississippi's short term bank credit facility in 2004. See Note 4 to the domestic utility companies and System Energy financial statements for the details of Entergy Mississippi's preferred stock activity in 2005.

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 presented in the Form 10-K.

See the table in the Form 10-K under "Uses of Capital" which sets forth the amounts of Entergy Mississippi's planned construction and other capital investments for 2005 through 2007. In March 2005, Entergy Mississippi signed an agreement to purchase for $88 million the Attala power plant, a 480 MW natural gas-fired, combined-cycle generating facility owned by Central Mississippi Generating Company (CMGC). Entergy Mississippi plans to invest approximately $20 million in facility upgrades at the Attala plant plus $3 million in other costs, bringing the total capital cost of the project to approximately $111 million. The Attala plant will be 100 percent owned by Entergy Mississippi, and the acquisition is expected to close in late 2005 or early 2006. The purchase of the plant is contingent upon obtaining necessary approvals from various federal agencies, state permitting agencies, and the MPSC, including MPSC approval of investment cost recovery. In May and June 2005, Entergy Mississippi made filings at the MPSC to commence proceedings for MPSC approval both of the acquisition and of the investment cost recovery for the plant. Entergy Mississippi and CMGC had previously executed a purchased power agreement in July 2004 for 100 percent of the plant's output, and this agreement will expire upon the close of the acquisition or in March 2008, whichever occurs earlier. The planned construction and other capital investments line in the table in the Form 10-K includes the estimated cost of the Attala acquisition as a 2006 capital commitment.

In June 2005, Entergy Mississippi issued 1,200,000 shares of $25 par value 6.25% Series Preferred Stock, all of which are outstanding as of June 30, 2005. The dividends are cumulative and will be payable quarterly beginning November 1, 2005. The preferred stock is redeemable on or after July 1, 2010, at Entergy Mississippi's option, at the call price of $25 per share. The proceeds from this issuance were used in the third quarter of 2005 to redeem $20 million of Entergy Mississippi's $100 par value 8.36% Series Preferred Stock and $10 million of Entergy Mississippi's $100 par value 7.44% Series Preferred Stock.

In April 2005, Entergy Mississippi renewed its 364-day credit facility through May 31, 2006. The amount available under the credit facility is $25 million, of which none was drawn at June 30, 2005.

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, federal regulation and proceedings, market and credit risks, state and local regulatory risks, and litigation risks. The following are updates to the information provided in the Form 10-K.

State and Local Rate Regulation

In May 2005, the MPSC approved a joint stipulation entered into between the Mississippi Public Utilities Staff and Entergy Mississippi regarding Entergy Mississippi's annual formula rate plan filing that provides for no change in rates based on a performance-adjusted ROE mid-point of 10.50%, establishing an allowed regulatory earnings range of 9.1% to 11.9%.

Federal Regulation

System Agreement Litigation

On June 1, 2005, the FERC issued a decision in the System Agreement litigation. The domestic utility companies historically have engaged in the coordinated planning, construction, and operation of generating and bulk transmission facilities under the terms of the System Agreement, which has been approved by the FERC. The System Agreement litigation proceedings are described in the Form 10-K.

The FERC decision concluded, among other things, that:

• The System Agreement no longer roughly equalizes production costs among the domestic utility companies.
• In order to reach rough production cost equalization, the FERC will impose a bandwidth remedy allowing for a maximum spread of 22 percent (expressed by the FERC as +/- 11%) between the total annual production costs of the highest cost and lowest cost domestic utility companies.
• When calculating the production costs for this purpose, output from the Vidalia hydroelectric power plant will not reflect the actual Vidalia price for that year but will be priced at that year's average MSS-3 price, reducing the amount of Vidalia costs reflected in the comparison of the domestic utility companies' total production costs.
• The remedy ordered by FERC calls for no refunds and would be effective based on the calendar year 2006 production costs with the first potential reallocation payments, if required, expected to be made in 2007.

The FERC's June 2005 order would reallocate production costs of the domestic utility companies whose relative total production costs expressed as a percentage of Entergy System average production costs are outside an upper or lower bandwidth. This would be accomplished by payments from domestic utility companies whose production costs are below Entergy System average production costs to domestic utility companies whose production costs are above Entergy System average production costs. An assessment of the potential effects of the FERC's June 2005 order 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 l east 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 Henry Hub gas prices have varied significantly over recent years, ranging from $1.72/mmBtu to $5.85/mmBtu for the 1995-2004 period, and averaging $3.43/mmBtu during the ten-year period 1995-2004 and $4.58/mmBtu during the five-year period 2000-2004.  Recent market conditions have resulted in gas prices that have averaged $5.85/mmBtu for the twelve months ended December 2004. During the 12 month period July 1, 2004 to June 30, 2005 forward gas contracts for each of the next four years based on daily NYMEX close averaged $6.68/mmBtu (2006), $6.25/mmBtu (2007), $5.88/mmBtu (2008) and $5.58/mmBtu (2009). If the FERC's June 2005 order becomes final and if these gas prices occur as assumed, the following potential annual production cost reallocations among the domestic utility companies could result during the 2007-2010 period:

	Range of Annual Payments or (Receipts)	Average Annual Payment or (Receipt)
	(In Millions)
Entergy Arkansas	$143 to $210	$166
Entergy Gulf States	($134) to ($87)	($113)
Entergy Louisiana	($71) to ($10)	($38)
Entergy Mississippi	($28) to $0	($11)
Entergy New Orleans	($10) to $0	($4)

If natural gas prices deviate by $1/mmBtu up or down, it is expected that Entergy Arkansas' annual payments will change in the same direction by approximately $60 to $70 million.

Various pending motions for rehearing and clarification of the FERC's June 2005 order were filed by parties to the proceeding, including the LPSC, the APSC, the MPSC, and the City Council, and by Entergy Services, Inc., on behalf of the domestic utility companies. Among other things, the LPSC's motion urged the FERC to "clarify" that the FERC's order requires the payments and receipts, to the extent any are required, to be made in 2006 based on production costs incurred in 2004 and 2005. Entergy does not believe that this request for "clarification" is consistent with the FERC order and submitted a response urging the FERC to reject this interpretation and instead find that the annual remedy order by the FERC would be evaluated based on calendar year 2006 production costs, with the first potential payments/receipts, if any were required, made in 2007.

Management believes that any changes in the allocation of production costs resulting from the FERC's June 2005 order and related retail proceedings should result in similar rate changes for retail customers. The timing of recovery of these costs in rates could be the subject of additional proceedings before Entergy's retail regulators. Although the outcome and timing of the FERC and other proceedings cannot be predicted at this time, Entergy Mississippi does not believe that the ultimate resolution of these proceedings will have a material effect on its financial condition or results of operations.

Transmission

See the Form 10-K for a discussion of the petition for declaratory order that Entergy filed with the FERC in January 2005 regarding Entergy's Independent Coordinator of Transmission (ICT) proposal. On March 22, 2005, the FERC issued a declaratory order concluding that: (1) because the Southwest Power Pool (SPP) was the only entity identified as potentially being selected as the ICT and because the SPP is already a "public utility" there was no need to rule on the question of whether the functions of the ICT, alone, would serve to make the ICT a "public utility;" (2) Entergy will continue to be the "transmission provider" for transmission service across its system and that "the presence of SPP as the ICT will not change the existing balance of jurisdiction between [the FERC] and Entergy's retail regulators;" and (3) the FERC "is prepared to grant Entergy's proposed transmission pricing proposal on a two-year experimental basis, subject to certain enhancement and mon itoring and reporting conditions." The enhancements referred to by the FERC involve more fully specifying the responsibilities and duties of the ICT, including defining the ICT's role in the preparation of various transmission expansion plans and the performance of studies related to the granting of transmission or interconnection service. Before Entergy's ICT proposal can be implemented, however, Entergy is required to submit further filings with the FERC regarding the modifications and clarifications to the ICT proposal.

On April 8, 2005 several intervenors filed an Emergency Request for Clarification and Request for Expedited Commission Action seeking to have the FERC: (1) clarify the ICT's role in administering the Available Flowgate Capacity (AFC) methodology; (2) clarify the ICT's role in developing the transmission base plan; (3) clarify what the FERC meant when it required Entergy to provide firm transmission rights to customers that pay for supplemental transmission upgrades; and (4) clarify and confirm following Entergy's filing that the FERC will assess SPP's status as being independent of Entergy.

On April 21, 2005 Entergy filed a request for clarification or rehearing of the FERC's March 22 declaratory order requesting that the FERC clarify the respective role of Entergy and the ICT in developing the inputs or criteria used to create the base plan and in preparing certain studies regarding system expansion. The request for clarification further requests that the FERC clarify that the initial two-year period will commence with the actual start date of ICT operations. In the event that the FERC denies Entergy's request for clarification, then Entergy will seek rehearing on these issues. However, in its request, Entergy requested that FERC not rule on these issues at this time but, instead, that the FERC wait to evaluate these issues until such time as Entergy has filed the more detailed tariff sheets and protocols in its subsequent filing to implement the ICT. Separately, Entergy submitted a letter advising the FERC that it intended to submit on or about May 27, 2005 the filing t o implement the ICT proposal. A joint request for rehearing of the ICT declaratory order was also filed by the City Council, the LPSC, and the MPSC in which the retail regulators expressed their concerns that the findings reached in the declaratory order may result in an expansion of authority of the ICT "that is unnecessary to achieve the [FERC's] goals and is very likely to result in significant increases in the start-up and operational costs of the ICT." The retail regulators request that the FERC not act on their request for rehearing until Entergy has submitted its filing to implement the ICT. The intervenors filed a separate request for rehearing on April 21, 2005 urging the FERC to impose additional conditions on the approval of the ICT and also re-urging the FERC to reject the pricing proposal contained in the ICT proposal.

On May 12, 2005 the FERC issued an order clarifying certain aspects of its March 22 order. In the May 12 order, the FERC indicated that (1) Entergy is to work with the ICT and Entergy's stakeholders to develop procedures by which the ICT will calculate AFCs; (2) Entergy must specifically define the transmission rights that a customer that pays for supplemental upgrades will receive for such payments; (3) the FERC will review the ICT's contract to ensure that the ICT can perform its functions in an independent manner even if SPP is chosen as the ICT; and (4) the initial two-year period will start once the ICT becomes operational.

On May 27, 2005, the domestic utility companies filed the enhanced ICT proposal with the FERC. Entergy believes that the filing is consistent with the FERC guidance received in both the FERC's March 22 and May 12 orders on the ICT. Among other things, the enhanced ICT filing states that the ICT will (1) grant or deny transmission service on the domestic utility companies' transmission system; (2) administer the domestic utility companies' OASIS node for purposes of processing and evaluating transmission service requests and ensuring compliance with the domestic utility companies' obligation to post transmission-related information; (3) develop a base plan for the domestic utility companies' transmission system that will result in the ICT making the determination on whether something should be rolled into the domestic utility companies' transmission rates or directly assigned to the customer requesting or causing an upgrade to be constructed; (4) serve as the reliability coordinator for t he Entergy transmission system; and (5) oversee the operation of the weekly procurement process. The enhanced ICT proposal clarifies the rights that customers receive when they fund a supplemental upgrade and also contains a detailed methodology describing the process by which the ICT will evaluate interconnection-related investments already made on the Entergy System for purposes of determining the future allocation of the uncredited portion of these investments.

On June 3, 2005 a group of generators filed with the FERC a request that the FERC schedule a technical conference on the enhanced ICT proposal in order for Entergy to provide additional information on the enhanced ICT proposal. In response, a stakeholder meeting was held in New Orleans on June 30, 2005. Interventions and comments on the filing are due by August 5, 2005.

In addition, as discussed in the Form 10-K, Entergy Louisiana and Entergy Gulf States have filed an application with the LPSC requesting that the LPSC find that the ICT proposal is a prudent and appropriate course of action. An LPSC hearing on the ICT proposal is currently scheduled for August 2005, however certain intervenors have recently requested that the hearing be delayed until mid-September 2005.

Available Flowgate Capacity Proceedings

See the Form 10-K for a discussion of proceedings at the FERC involving Entergy's Available Flowgate Capacity (AFC) methodology. On March 22, 2005, the FERC issued an order contemporaneously with the ICT declaratory order discussed above that holds the AFC hearing in abeyance pending action on Entergy's upcoming ICT filing. The order holding the hearing in abeyance further indicated that it would cancel the hearing when the ICT begins to perform its functions. On April 8, 2005 several intervenors filed Emergency Motions for Interim Relief and Expedited Commission Action requesting that, during the interim period before the implementation of the ICT, the FERC (1) institute an audit process to examine and modify Entergy's current AFC process; and (2) require SPP to become involved in the AFC stakeholder process and order certain modifications to Entergy's stakeholder process. The audit process being proposed by the intervenors would not involve an independent auditor, but instead wou ld be an investigation performed by a representative from the intervenors, Entergy, and possibly SPP.  On April 25, 2005, Entergy filed its response to the emergency motion urging the FERC to reject the intervenors' request for the "audit" because the type of investigation proposed by the intervenors would be neither independent nor fair and would only distract from the implementation of the ICT.  Instead, Entergy has proposed that the ICT conduct an independent review of the AFC process and procedures as part of its transition to assuming the identified ICT responsibilities, including the calculation of the AFCs.  Entergy further indicated that it would welcome SPP's participation in the current stakeholder process. On April 21, 2005, the intervenors filed a separate request for rehearing arguing that the FERC must allow the AFC hearing to proceed in parallel with the establishment of the ICT. See "Transmission" above for further discussion of AFC.

Federal Legislation

In late July 2005 the U.S. Congress passed broad new energy legislation, the Energy Policy Act of 2005. The legislation contains electricity provisions that, among other things:

• Repeal the Public Utility Holding Company Act of 1935 (PUHCA), effective six months after enactment of the Energy Policy Act. As a registered holding company system, Entergy is subject to PUHCA. Some of the more significant effects of PUHCA are that it limits the operations of a registered holding company system to a single, integrated public utility system; regulates transactions among affiliates within a holding company system; governs the issuance, acquisition, and disposition of securities and assets by registered holding companies and their subsidiaries; limits the entry by registered holding companies and their subsidiaries into businesses other than electric or gas utility businesses; and requires SEC approval for certain utility mergers and acquisitions. Certain consumer protection authorities were transferred to the FERC, including new authority over utility mergers and acquisitions, and to the state or local regulatory commissions.
• Codifies the concept of participant funding, a form of cost allocation for transmission interconnections and upgrades, and allows FERC to apply participant funding in all regions of the country. Participant funding helps ensure that a utility's native load customers only bear the costs that are necessary to provide reliable transmission service to them and not bear costs required by generators who seek to deliver power to other regions.
• Provides financing benefits, including loan guarantees and production tax credits, for new nuclear plant construction, and reauthorizes the Price-Anderson Act, the law that provides an umbrella of insurance protection for the payment of public liability claims in the event of a major nuclear power plant incident.
• Revises current tax law treatment of nuclear decommissioning trust funds by allowing regulated and nonregulated taxpayers to make deductible contributions to fund the entire amount of estimated future decommissioning costs.
• Provides a more rapid tax depreciation schedule for transmission assets t o encourage investment.
• Creates mandatory electricity reliability guidelines with enforceable penalties to help ensure that the nation's power transmission grid is kept in good repair and that disruptions in the electricity system are minimized.  Entergy already voluntarily complies with National Electricity Reliability Council standards, which are similar.
• Establishes conditions for the elimination of the Public Utility Regulatory Policy Act's (PURPA) mandatory purchase obligation from qualifying facilities.

The President is expected to sign the Energy Policy Act in August 2005. The Energy Power Act requires several rulemakings by the FERC and other government agencies in order to implement its provisions. Therefore, it will be some time before a full assessment of its effect on Entergy and the energy industry can be completed.

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.

Recently Issued Accounting Pronouncements

In the first quarter 2005, FASB issued FASB Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations - an interpretation of FASB Statement No. 143" (FIN 47). FIN 47 requires companies to recognize at fair value a liability for a conditional asset retirement obligation when incurred, which is generally upon an asset's acquisition, construction, development, or through its normal operation. A conditional asset retirement obligation is generally a legal obligation to incur costs to remove an asset or part of an asset, such as an obligation to comply with environmental regulations and requirements. The obligation is conditional because there is currently no legal requirement to retire or remove the facility that the affected asset is a part of. FIN 47 requires that uncertainty about the timing or method of settlement of a conditional asset retirement obligation be factored into the measurement of the liability when sufficient information becomes available. FIN 47 wi ll be effective for Entergy no later than December 31, 2005. Entergy does not believe that the adoption of FIN 47 will be material to its financial position or results of operations because it estimates that any conditional asset retirement obligations required to be recognized under FIN 47 would be offset by a regulatory asset because of the expected recovery of these future costs in rates.

ENTERGY MISSISSIPPI, INC.
INCOME STATEMENTS
For the Three and Six Months Ended June 30, 2005 and 2004
(Unaudited)
	Three Months Ended		Six Months Ended
	2005	2004	2005	2004
	(In Thousands)		(In Thousands)
OPERATING REVENUES
Domestic electric	$288,244	$289,573	$539,490	$526,402
OPERATING EXPENSES
Operation and Maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale	29,924	73,171	73,291	132,345
Purchased power	144,226	100,591	260,284	193,293
Other operation and maintenance	47,750	44,835	88,731	81,883
Taxes other than income taxes	14,900	13,764	28,666	26,562
Depreciation and amortization	17,982	15,716	35,919	30,625
Other regulatory credits - net	(2,331)	(661)	(1,966)	(3,188)
TOTAL	252,451	247,416	484,925	461,520
OPERATING INCOME	35,793	42,157	54,565	64,882
OTHER INCOME
Allowance for equity funds used during construction	1,060	867	2,061	1,634
Interest and dividend income	690	830	1,328	1,546
Miscellaneous - net	(322)	162	(691)	(478)
TOTAL	1,428	1,859	2,698	2,702
INTEREST AND OTHER CHARGES
Interest on long-term debt	9,839	11,047	19,673	21,976
Other interest - net	828	540	1,445	940
Allowance for borrowed funds used during construction	(681)	(596)	(1,344)	(1,203)
TOTAL	9,986	10,991	19,774	21,713
INCOME BEFORE INCOME TAXES	27,235	33,025	37,489	45,871
Income taxes	9,516	12,217	12,548	16,425
NET INCOME	17,719	20,808	24,941	29,446
Preferred dividend requirements and other	858	842	1,700	1,685
EARNINGS APPLICABLE TO
COMMON STOCK	$16,861	$19,966	$23,241	$27,761
See Notes to Respective Financial Statements.

(Page left blank intentionally)

ENTERGY MISSISSIPPI, INC.
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2005 and 2004
(Unaudited)
	2005	2004
	(In Thousands)
OPERATING ACTIVITIES
Net income	$24,941	$29,446
Adjustments to reconcile net income to net cash flow provided by operating activities:
Other regulatory credits - net	(1,966)	(3,188)
Depreciation and amortization	35,919	30,625
Deferred income taxes and investment tax credits	(499)	61,417
Changes in working capital:
Receivables	(30,332)	(8,986)
Fuel inventory	(776)	1,072
Accounts payable	(8,553)	486
Taxes accrued	(8,091)	(60,754)
Interest accrued	525	(1,528)
Deferred fuel costs	8,056	15,042
Other working capital accounts	(9)	3,427
Provision for estimated losses and reserves	319	(771)
Changes in other regulatory assets	(4,326)	(3,448)
Other	1,287	(11,276)
Net cash flow provided by operating activities	16,495	51,564
INVESTING ACTIVITIES
Construction expenditures	(69,477)	(78,320)
Allowance for equity funds used during construction	2,061	1,634
Changes in other temporary investments - net	-	7,506
Net cash flow used in investing activities	(67,416)	(69,180)
FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	-	178,625
Proceeds from the issuance of preferred stock	29,340	- -
Retirement of long-term debt	-	(218,136)
Changes in short-term borrowings	-	25,000
Dividends paid:
Common stock	(11,400)	(12,100)
Preferred stock	(1,685)	(1,685)
Net cash flow provided by (used in) financing activities	16,255	(28,296)
Net decrease in cash and cash equivalents	(34,666)	(45,912)
Cash and cash equivalents at beginning of period	80,396	63,838
Cash and cash equivalents at end of period	$45,730	$17,926
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized	$19,549	$21,843
Income taxes	$4,446	$2,950

ENTERGY MISSISSIPPI, INC.
BALANCE SHEETS
ASSETS
June 30, 2005 and December 31, 2004
(Unaudited)
	2005	2004
	(In Thousands)
CURRENT ASSETS
Cash and cash equivalents:
Cash	$1,482	$4,716
Temporary cash investment - at cost,
which approximates market	44,248	75,680
Total cash and cash equivalents	45,730	80,396
Accounts receivable:
Customer	59,790	68,821
Allowance for doubtful accounts	(761)	(1,126)
Associated companies	57,323	22,616
Other	8,121	12,133
Accrued unbilled revenues	42,651	34,348
Total accounts receivable	167,124	136,792
Accumulated deferred income taxes	27,438	27,924
Fuel inventory - at average cost	4,913	4,137
Materials and supplies - at average cost	18,444	18,414
Prepayments and other	11,246	15,413
TOTAL	274,895	283,076
OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity	5,531	5,531
Non-utility property - at cost (less accumulated depreciation)	6,259	6,465
TOTAL	11,790	11,996
UTILITY PLANT
Electric	2,431,311	2,385,465
Property under capital lease	73	95
Construction work in progress	97,967	89,921
TOTAL UTILITY PLANT	2,529,351	2,475,481
Less - accumulated depreciation and amortization	893,450	870,188
UTILITY PLANT - NET	1,635,901	1,605,293
DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
SFAS 109 regulatory asset - net	19,009	17,628
Other regulatory assets	88,529	82,674
Long-term receivable	3,270	4,510
Other	31,813	31,009
TOTAL	142,621	135,821
TOTAL ASSETS	$2,065,207	$2,036,186
See Notes to Respective Financial Statements.
ENTERGY MISSISSIPPI, INC.
BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
June 30, 2005 and December 31, 2004
(Unaudited)
	2005	2004
	(In Thousands)
CURRENT LIABILITIES
Accounts payable:
Associated companies	$ 42,469	$ 65,806
Other	40,327	25,543
Customer deposits	40,232	37,333
Taxes accrued	28,261	40,106
Interest accrued	13,012	12,487
Deferred fuel costs	30,849	22,793
Obligations under capital leases	46	43
Other	2,001	8,341
TOTAL	197,197	212,452
NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued	443,158	438,321
Accumulated deferred investment tax credits	13,023	13,687
Obligations under capital leases	27	52
Accumulated provisions	13,037	12,718
Long-term debt	695,109	695,073
Other	74,663	76,071
TOTAL	1,239,017	1,235,922
Commitments and Contingencies
SHAREHOLDERS' EQUITY
Preferred stock without sinking fund	80,381	50,381
Common stock, no par value, authorized 12,000,000
shares in 2005 and 15,000,000 shares in 2004;
issued and outstanding 8,666,357 shares in 2005 and 2004	199,326	199,326
Capital stock expense and other	(719)	(59)
Retained earnings	350,005	338,164
TOTAL	628,993	587,812
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$2,065,207	$2,036,186
See Notes to Respective Financial Statements.

ENTERGY MISSISSIPPI, INC.
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 2005 and 2004
(Unaudited)
	Three Months Ended		Increase/
Description	2005	2004	(Decrease)	%
	(Dollars In Millions)
Electric Operating Revenues:
Residential	$ 99	$ 102	($ 3)	(3)
Commercial	91	92	(1)	(1)
Industrial	46	49	(3)	(6)
Governmental	9	9	- -	- -
Total retail	245	252	(7)	(3)
Sales for resale
Associated companies	12	8	4	50
Non-associated companies	8	8	- -	- -
Other	23	22	1	5
Total	$ 288	$ 290	($ 2)	(1)
Billed Electric Energy
Sales (GWh):
Residential	1,060	1,074	(14)	(1)
Commercial	1,057	1,060	(3)	- -
Industrial	708	746	(38)	(5)
Governmental	94	91	3	3
Total retail	2,919	2,971	(52)	(2)
Sales for resale
Associated companies	104	65	39	60
Non-associated companies	109	101	8	8
Total	3,132	3,137	(5)	- -
	Six Months Ended		Increase/
Description	2005	2004	(Decrease)	%
	(Dollars In Millions)
Electric Operating Revenues:
Residential	$ 195	$ 196	($ 1)	(1)
Commercial	176	173	3	2
Industrial	90	91	(1)	(1)
Governmental	18	17	1	6
Total retail	479	477	2	- -
Sales for resale
Associated companies	18	11	7	64
Non-associated companies	17	13	4	31
Other	25	25	- -	- -
Total	$ 539	$ 526	$ 13	2
Billed Electric Energy
Sales (GWh):
Residential	2,256	2,299	(43)	(2)
Commercial	2,078	2,064	14	1
Industrial	1,400	1,422	(22)	(2)
Governmental	186	182	4	2
Total retail	5,920	5,967	(47)	(1)
Sales for resale
Associated companies	121	78	43	55
Non-associated companies	177	167	10	6
Total	6,218	6,212	6	- -

ENTERGY NEW ORLEANS, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

Second Quarter 2005 Compared to Second Quarter 2004

Net income decreased $3.9 million primarily due to higher other operation and maintenance expenses and higher depreciation and amortization expenses.

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

Net income decreased $5.3 million primarily due to higher other operation and maintenance expenses and higher depreciation and amortization expenses.

Net Revenue

Second Quarter 2005 Compared to Second Quarter 2004

Net revenue, which is Entergy New Orleans' measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related, and purchased power expenses and 2) other regulatory charges. Net revenue was relatively unchanged comparing the second quarter of 2005 to the second quarter of 2004.

	Amount
	(In Millions)
2004 net revenue	$67.2
Miscellaneous items	0.6
2005 net revenue	$67.8

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

Net revenue, which is Entergy New Orleans' 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 changes in net revenue comparing the six months ended June 30, 2005 to the six months ended June 30, 2004.

	Amount
	(In Millions)
2004 net revenue	$120.8
Volume/weather	(2.3)
Price applied to unbilled electric sales	(2.3)
Rate refund provisions	4.0
Other	(0.2)
2005 net revenue	$120.0

The volume/weather variance is due to a decrease in electricity usage in the service territory primarily during the unbilled sales period. See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K and Note 1 to the domestic utility companies and System Energy financial statements in the Form 10-K for further discussion of the accounting for unbilled revenues.

The price applied to unbilled electric sales variance is due to a decrease in the fuel cost component of the price applied to unbilled sales. See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K and Note 1 to the domestic utility companies and System Energy financial statements in the Form 10-K for further discussion of the accounting for unbilled revenues.

The rate refund provisions variance is due to provisions recorded in the first quarter of 2004 primarily as a result of a resolution adopted by the City Council in February 2004.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to an increase of $24.3 million in gross wholesale revenue as a result of increased sales to affiliates. The increase is due to increased generation resulting in more energy available for resale.

Fuel and purchased power expenses increased primarily due to an increase in electricity generated in addition to an increase in the price of natural gas.

Other Income Statement Variances

Second Quarter 2005 Compared to Second Quarter 2004

Other operation and maintenance expenses increased primarily due to the following:

• an increase of $1.3 million in payroll and benefits costs; and
• an increase of $1.2 million in regulatory commission expense as a result of higher consultant costs.

Depreciation and amortization expense increased primarily due to an increase in plant in service.

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

Other operation and maintenance expenses increased primarily due to the following:

• an increase of $1.9 million in payroll and benefits costs; and
• an increase of $1.4 million in regulatory commission expense as a result of higher consultant costs.

Depreciation and amortization expense increased primarily due to an increase in plant in service.

Income Taxes

The effective income tax rates for the second quarters of 2005 and 2004 were 41.9% and 38.9%, respectively. The effective income tax rates for the six months ended June 30, 2005 and 2004 were 40.4% and 38.6%, respectively. The differences in the effective income tax rates for the periods presented versus the federal statutory rate of 35.0% are primarily due to state income taxes and book and tax differences related to utility plant items.

Liquidity and Capital Resources

Cash Flow

Cash flows for the six months ended June 30, 2005 and 2004 were as follows:

		2005	2004
		(In Thousands)
Cash and cash equivalents at beginning of period		$7,954	$4,669
Cash flow provided by (used in):
	Operating activities	(4,481)	20,014
	Investing activities	(23,119)	(22,258)
	Financing activities	27,704	(1,524)
Net increase (decrease) in cash and cash equivalents		104	(3,768)
Cash and cash equivalents at end of period		$8,058	$901

Operating Activities

Operating activities used $4.5 million of cash for the six months ended June 30, 2005 compared to providing $20.0 million of cash for the six months ended June 30, 2004 primarily due to a pension fund contribution of $12.0 million made in April 2005, money pool activity, and an income tax refund of $5.0 million received in the first quarter of 2004. Money pool activity used $6.3 million of Entergy New Orleans' operating cash flow for the six months ended June 30, 2005 compared to providing $3.6 million for the six months ended June 30, 2004.

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

June 30, 2005	December 31, 2004	June 30, 2004	December 31, 2003
(In Thousands)
$7,758	$1,413	($1,805)	$1,783

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.

Financing Activities

Financing activities provided $27.7 million of cash for the six months ended June 30, 2005 compared to using $1.5 million of cash for the six months ended June 30, 2004 primarily because in June 2005, Entergy New Orleans issued $30 million of 4.98% Series First Mortgage Bonds due July 2010. The proceeds were used to retire, at maturity, $30 million of 8.125% Series First Mortgage Bonds due July 2005.

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.

In July 2005, Entergy Louisiana and Entergy New Orleans renewed their 364-day credit facilities with the same lender through May 2006. Entergy New Orleans increased the amount of its credit facility to $15 million, the same amount as Entergy Louisiana's facility. Either company can borrow up to the full amount on its respective facility, but at no time can the combined amount of outstanding borrowings on the two facilities exceed $15 million. There were no borrowings outstanding on either facility as of June 30, 2005. In July 2005, Entergy New Orleans granted the lender a security interest in its customer accounts receivables to secure its borrowings under this facility. Under the terms of the security agreement, Entergy New Orleans has the option to withdraw the security interest at any time.

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 state and local rate regulation, federal regulation and proceedings, market and credit risks, environmental risks, and litigation risks. Following are updates to the information presented in the Form 10-K.

State and Local Rate Regulation

In April 2005, Entergy New Orleans made its annual scheduled formula rate plan filings with the City Council.  The filings show that a decrease of $0.2 million in electric revenues is warranted and an increase of $3.9 million in gas revenues is warranted. The prescribed period for review by the City Council's Advisors and other parties has now commenced, and rate adjustments, if any, could be implemented as soon as September 2005.

In May 2005, Entergy New Orleans filed with the City Council a request for continuation of the formula rate plan and generation performance-based rate plan for an additional three years. The filing requests a target equity component of the capital structure of 45%, an increase from the current target of 42%.

Federal Regulation

System Agreement Litigation

On June 1, 2005, the FERC issued a decision in the System Agreement litigation. The domestic utility companies historically have engaged in the coordinated planning, construction, and operation of generating and bulk transmission facilities under the terms of the System Agreement, which has been approved by the FERC. The System Agreement litigation proceedings are described in the Form 10-K.

The FERC decision concluded, among other things, that:

• The System Agreement no longer roughly equalizes production costs among the domestic utility companies.
• In order to reach rough production cost equalization, the FERC will impose a bandwidth remedy allowing for a maximum spread of 22 percent (expressed by the FERC as +/- 11%) between the total annual production costs of the highest cost and lowest cost domestic utility companies.
• When calculating the production costs for this purpose, output from the Vidalia hydroelectric power plant will not reflect the actual Vidalia price for that year but will be priced at that year's average MSS-3 price, reducing the amount of Vidalia costs reflected in the comparison of the domestic utility companies' total production costs.
• The remedy ordered by FERC calls for no refunds and would be effective based on the calendar year 2006 production costs with the first potential reallocation payments, if required, expected to be made in 2007.

The FERC's June 2005 order would reallocate production costs of the domestic utility companies whose relative total production costs expressed as a percentage of Entergy System average production costs are outside an upper or lower bandwidth. This would be accomplished by payments from domestic utility companies whose production costs are below Entergy System average production costs to domestic utility companies whose production costs are above Entergy System average production costs. An assessment of the potential effects of the FERC's June 2005 order 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 l east 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 Henry Hub gas prices have varied significantly over recent years, ranging from $1.72/mmBtu to $5.85/mmBtu for the 1995-2004 period, and averaging $3.43/mmBtu during the ten-year period 1995-2004 and $4.58/mmBtu during the five-year period 2000-2004.  Recent market conditions have resulted in gas prices that have averaged $5.85/mmBtu for the twelve months ended December 2004. During the 12 month period July 1, 2004 to June 30, 2005 forward gas contracts for each of the next four years based on daily NYMEX close averaged $6.68/mmBtu (2006), $6.25/mmBtu (2007), $5.88/mmBtu (2008) and $5.58/mmBtu (2009). If the FERC's June 2005 order becomes final and if these gas prices occur as assumed, the following potential annual production cost reallocations among the domestic utility companies could result during the 2007-2010 period:

	Range of Annual Payments or (Receipts)	Average Annual Payment or (Receipt)
	(In Millions)
Entergy Arkansas	$143 to $210	$166
Entergy Gulf States	($134) to ($87)	($113)
Entergy Louisiana	($71) to ($10)	($38)
Entergy Mississippi	($28) to $0	($11)
Entergy New Orleans	($10) to $0	($4)

If natural gas prices deviate by $1/mmBtu up or down, it is expected that Entergy Arkansas' annual payments will change in the same direction by approximately $60 to $70 million.

Various pending motions for rehearing and clarification of the FERC's June 2005 order were filed by parties to the proceeding, including the LPSC, the APSC, the MPSC, and the City Council, and by Entergy Services, Inc., on behalf of the domestic utility companies. Among other things, the LPSC's motion urged the FERC to "clarify" that the FERC's order requires the payments and receipts, to the extent any are required, to be made in 2006 based on production costs incurred in 2004 and 2005. Entergy does not believe that this request for "clarification" is consistent with the FERC order and submitted a response urging the FERC to reject this interpretation and instead find that the annual remedy order by the FERC would be evaluated based on calendar year 2006 production costs, with the first potential payments/receipts, if any were required, made in 2007.

Management believes that any changes in the allocation of production costs resulting from the FERC's June 2005 order and related retail proceedings should result in similar rate changes for retail customers. The timing of recovery of these costs in rates could be the subject of additional proceedings before Entergy's retail regulators. Although the outcome and timing of the FERC and other proceedings cannot be predicted at this time, Entergy New Orleans does not believe that the ultimate resolution of these proceedings will have a material effect on its financial condition or results of operations.

See the Form 10-K for discussion of the City Council 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, and the state court decision dismissing the City Council's claims for lack of subject matter jurisdiction. The City Council has appealed that decision to the Louisiana Court of Appeal for the Fourth Circuit.

Transmission

See the Form 10-K for a discussion of the petition for declaratory order that Entergy filed with the FERC in January 2005 regarding Entergy's Independent Coordinator of Transmission (ICT) proposal. On March 22, 2005, the FERC issued a declaratory order concluding that: (1) because the Southwest Power Pool (SPP) was the only entity identified as potentially being selected as the ICT and because the SPP is already a "public utility" there was no need to rule on the question of whether the functions of the ICT, alone, would serve to make the ICT a "public utility;" (2) Entergy will continue to be the "transmission provider" for transmission service across its system and that "the presence of SPP as the ICT will not change the existing balance of jurisdiction between [the FERC] and Entergy's retail regulators;" and (3) the FERC "is prepared to grant Entergy's proposed transmission pricing proposal on a two-year experimental basis, subject to certain enhancement and monitoring and reportin g conditions." The enhancements referred to by the FERC involve more fully specifying the responsibilities and duties of the ICT, including defining the ICT's role in the preparation of various transmission expansion plans and the performance of studies related to the granting of transmission or interconnection service. Before Entergy's ICT proposal can be implemented, however, Entergy is required to submit further filings with the FERC regarding the modifications and clarifications to the ICT proposal.

On April 8, 2005 several intervenors filed an Emergency Request for Clarification and Request for Expedited Commission Action seeking to have the FERC: (1) clarify the ICT's role in administering the Available Flowgate Capacity (AFC) methodology; (2) clarify the ICT's role in developing the transmission base plan; (3) clarify what the FERC meant when it required Entergy to provide firm transmission rights to customers that pay for supplemental transmission upgrades; and (4) clarify and confirm following Entergy's filing that the FERC will assess SPP's status as being independent of Entergy.

On April 21, 2005 Entergy filed a request for clarification or rehearing of the FERC's March 22 declaratory order requesting that the FERC clarify the respective role of Entergy and the ICT in developing the inputs or criteria used to create the base plan and in preparing certain studies regarding system expansion. The request for clarification further requests that the FERC clarify that the initial two-year period will commence with the actual start date of ICT operations. In the event that the FERC denies Entergy's request for clarification, then Entergy will seek rehearing on these issues. However, in its request, Entergy requested that FERC not rule on these issues at this time but, instead, that the FERC wait to evaluate these issues until such time as Entergy has filed the more detailed tariff sheets and protocols in its subsequent filing to implement the ICT. Separately, Entergy submitted a letter advising the FERC that it intended to submit on or about May 27, 2005 the filing t o implement the ICT proposal. A joint request for rehearing of the ICT declaratory order was also filed by the City Council, the LPSC, and the MPSC in which the retail regulators expressed their concerns that the findings reached in the declaratory order may result in an expansion of authority of the ICT "that is unnecessary to achieve the [FERC's] goals and is very likely to result in significant increases in the start-up and operational costs of the ICT." The retail regulators request that the FERC not act on their request for rehearing until Entergy has submitted its filing to implement the ICT. The intervenors filed a separate request for rehearing on April 21, 2005 urging the FERC to impose additional conditions on the approval of the ICT and also re-urging the FERC to reject the pricing proposal contained in the ICT proposal.

On May 12, 2005 the FERC issued an order clarifying certain aspects of its March 22 order. In the May 12 order, the FERC indicated that (1) Entergy is to work with the ICT and Entergy's stakeholders to develop procedures by which the ICT will calculate AFCs; (2) Entergy must specifically define the transmission rights that a customer that pays for supplemental upgrades will receive for such payments; (3) the FERC will review the ICT's contract to ensure that the ICT can perform its functions in an independent manner even if SPP is chosen as the ICT; and (4) the initial two-year period will start once the ICT becomes operational.

On May 27, 2005, the domestic utility companies filed the enhanced ICT proposal with the FERC. Entergy believes that the filing is consistent with the FERC guidance received in both the FERC's March 22 and May 12 orders on the ICT. Among other things, the enhanced ICT filing states that the ICT will (1) grant or deny transmission service on the domestic utility companies' transmission system; (2) administer the domestic utility companies' OASIS node for purposes of processing and evaluating transmission service requests and ensuring compliance with the domestic utility companies' obligation to post transmission-related information; (3) develop a base plan for the domestic utility companies' transmission system that will result in the ICT making the determination on whether something should be rolled into the domestic utility companies' transmission rates or directly assigned to the customer requesting or causing an upgrade to be constructed; (4) serve as the reliability coordinator for t he Entergy transmission system; and (5) oversee the operation of the weekly procurement process. The enhanced ICT proposal clarifies the rights that customers receive when they fund a supplemental upgrade and also contains a detailed methodology describing the process by which the ICT will evaluate interconnection-related investments already made on the Entergy System for purposes of determining the future allocation of the uncredited portion of these investments.

On June 3, 2005 a group of generators filed with the FERC a request that the FERC schedule a technical conference on the enhanced ICT proposal in order for Entergy to provide additional information on the enhanced ICT proposal. In response, a stakeholder meeting was held in New Orleans on June 30, 2005. Interventions and comments on the filing are due by August 5, 2005.

In addition, as discussed in the Form 10-K, Entergy Louisiana and Entergy Gulf States have filed an application with the LPSC requesting that the LPSC find that the ICT proposal is a prudent and appropriate course of action. An LPSC hearing on the ICT proposal is currently scheduled for August 2005, however certain intervenors have recently requested that the hearing be delayed until mid-September 2005.

Available Flowgate Capacity Proceedings

See the Form 10-K for a discussion of proceedings at the FERC involving Entergy's Available Flowgate Capacity (AFC) methodology. On March 22, 2005, the FERC issued an order contemporaneously with the ICT declaratory order discussed above that holds the AFC hearing in abeyance pending action on Entergy's upcoming ICT filing. The order holding the hearing in abeyance further indicated that it would cancel the hearing when the ICT begins to perform its functions. On April 8, 2005 several intervenors filed Emergency Motions for Interim Relief and Expedited Commission Action requesting that, during the interim period before the implementation of the ICT, the FERC (1) institute an audit process to examine and modify Entergy's current AFC process; and (2) require SPP to become involved in the AFC stakeholder process and order certain modifications to Entergy's stakeholder process. The audit process being proposed by the intervenors would not involve an independent auditor, but instead wou ld be an investigation performed by a representative from the intervenors, Entergy, and possibly SPP.  On April 25, 2005, Entergy filed its response to the emergency motion urging the FERC to reject the intervenors' request for the "audit" because the type of investigation proposed by the intervenors would be neither independent nor fair and would only distract from the implementation of the ICT.  Instead, Entergy has proposed that the ICT conduct an independent review of the AFC process and procedures as part of its transition to assuming the identified ICT responsibilities, including the calculation of the AFCs.  Entergy further indicated that it would welcome SPP's participation in the current stakeholder process. On April 21, 2005, the intervenors filed a separate request for rehearing arguing that the FERC must allow the AFC hearing to proceed in parallel with the establishment of the ICT. See "Transmission" above for further discussion of AFC.

Federal Legislation

In late July 2005 the U.S. Congress passed broad new energy legislation, the Energy Policy Act of 2005. The legislation contains electricity provisions that, among other things:

• Repeal the Public Utility Holding Company Act of 1935 (PUHCA), effective six months after enactment of the Energy Policy Act. As a registered holding company system, Entergy is subject to PUHCA. Some of the more significant effects of PUHCA are that it limits the operations of a registered holding company system to a single, integrated public utility system; regulates transactions among affiliates within a holding company system; governs the issuance, acquisition, and disposition of securities and assets by registered holding companies and their subsidiaries; limits the entry by registered holding companies and their subsidiaries into businesses other than electric or gas utility businesses; and requires SEC approval for certain utility mergers and acquisitions. Certain consumer protection authorities were transferred to the FERC, including new authority over utility mergers and acquisitions, and to the state or local regulatory commissions.
• Codifies the concept of participant funding, a form of cost allocation for transmission interconnections and upgrades, and allows FERC to apply participant funding in all regions of the country. Participant funding helps ensure that a utility's native load customers only bear the costs that are necessary to provide reliable transmission service to them and not bear costs required by generators who seek to deliver power to other regions.
• Provides financing benefits, including loan guarantees and production tax credits, for new nuclear plant construction, and reauthorizes the Price-Anderson Act, the law that provides an umbrella of insurance protection for the payment of public liability claims in the event of a major nuclear power plant incident.
• Revises current tax law treatment of nuclear decommissioning trust funds by allowing regulated and nonregulated taxpayers to make deductible contributions to fund the entire amount of estimated future decommissioning costs.
• Provides a more rapid tax depreciation schedule for transmission assets t o encourage investment.
• Creates mandatory electricity reliability guidelines with enforceable penalties to help ensure that the nation's power transmission grid is kept in good repair and that disruptions in the electricity system are minimized.  Entergy already voluntarily complies with National Electricity Reliability Council standards, which are similar.
• Establishes conditions for the elimination of the Public Utility Regulatory Policy Act's (PURPA) mandatory purchase obligation from qualifying facilities.

The President is expected to sign the Energy Policy Act in August 2005. The Energy Power Act requires several rulemakings by the FERC and other government agencies in order to implement its provisions. Therefore, it will be some time before a full assessment of its effect on Entergy and the energy industry can be completed.

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 unbilled revenue and pension and other retirement costs.

Recently Issued Accounting Pronouncements

In the first quarter 2005, FASB issued FASB Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations - an interpretation of FASB Statement No. 143" (FIN 47). FIN 47 requires companies to recognize at fair value a liability for a conditional asset retirement obligation when incurred, which is generally upon an asset's acquisition, construction, development, or through its normal operation. A conditional asset retirement obligation is generally a legal obligation to incur costs to remove an asset or part of an asset, such as an obligation to comply with environmental regulations and requirements. The obligation is conditional because there is currently no legal requirement to retire or remove the facility that the affected asset is a part of. FIN 47 requires that uncertainty about the timing or method of settlement of a conditional asset retirement obligation be factored into the measurement of the liability when sufficient information becomes available. FIN 47 wi ll be effective for Entergy no later than December 31, 2005. Entergy does not believe that the adoption of FIN 47 will be material to its financial position or results of operations because it estimates that any conditional asset retirement obligations required to be recognized under FIN 47 would be offset by a regulatory asset because of the expected recovery of these future costs in rates.

ENTERGY NEW ORLEANS, INC.
INCOME STATEMENTS
For the Three and Six Months Ended June 30, 2005 and 2004
(Unaudited)
	Three Months Ended		Six Months Ended
	2005	2004	2005	2004
	(In Thousands)		(In Thousands)
OPERATING REVENUES
Domestic electric	$158,799	$159,221	$289,971	$271,797
Natural gas	31,128	27,116	91,223	84,307
TOTAL	189,927	186,337	381,194	356,104
OPERATING EXPENSES
Operation and Maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale	54,843	53,078	135,939	109,589
Purchased power	66,001	65,398	122,783	124,317
Other operation and maintenance	30,143	27,235	50,990	48,551
Taxes other than income taxes	10,693	10,069	21,373	20,064
Depreciation and amortization	9,059	6,969	17,145	13,800
Other regulatory charges - net	1,254	708	2,509	1,416
TOTAL	171,993	163,457	350,739	317,737
OPERATING INCOME	17,934	22,880	30,455	38,367
OTHER INCOME
Allowance for equity funds used during construction	246	197	528	415
Interest and dividend income	308	157	526	327
Miscellaneous - net	(254)	1,106	(377)	812
TOTAL	300	1,460	677	1,554
INTEREST AND OTHER CHARGES
Interest on long-term debt	3,518	3,844	7,004	7,710
Other interest - net	484	539	868	955
Allowance for borrowed funds used during construction	(185)	(190)	(417)	(412)
TOTAL	3,817	4,193	7,455	8,253
INCOME BEFORE INCOME TAXES	14,417	20,147	23,677	31,668
Income taxes	6,043	7,828	9,567	12,235
NET INCOME	8,374	12,319	14,110	19,433
Preferred dividend requirements and other	241	241	482	482
EARNINGS APPLICABLE TO
COMMON STOCK	$8,133	$12,078	$13,628	$18,951
See Notes to Respective Financial Statements.

(Page left blank intentionally)

ENTERGY NEW ORLEANS, INC.
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2005 and 2004
(Unaudited)
	2005	2004
	(In Thousands)
OPERATING ACTIVITIES
Net income	$14,110	$19,433
Adjustments to reconcile net income to net cash flow provided by operating activities:
Other regulatory charges - net	2,509	1,416
Depreciation and amortization	17,145	13,800
Deferred income taxes and investment tax credits	3,407	19,510
Changes in working capital:
Receivables	(2,215)	(2,936)
Fuel inventory	4,181	5,580
Accounts payable	(13,223)	(16,799)
Taxes accrued	6,045	(1,637)
Interest accrued	(403)	(413)
Deferred fuel costs	(20,837)	(9,802)
Other working capital accounts	(5,334)	6,138
Provision for estimated losses and reserves	(317)	(269)
Changes in pension liability	(9,955)	850
Changes in other regulatory assets	3,936	698
Other	(3,530)	(15,555)
Net cash flow provided by (used in) operating activities	(4,481)	20,014
INVESTING ACTIVITIES
Construction expenditures	(23,647)	(23,279)
Allowance for equity funds used during construction	528	415
Changes in other temporary investments - net	- -	606
Net cash flow used in investing activities	(23,119)	(22,258)
FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	29,791	- -
Retirement of long-term debt	(5)	- -
Dividends paid:
Common stock	(1,600)	(800)
Preferred stock	(482)	(724)
Net cash flow provided by (used in) financing activities	27,704	(1,524)
Net increase (decrease) in cash and cash equivalents	104	(3,768)
Cash and cash equivalents at beginning of period	7,954	4,669
Cash and cash equivalents at end of period	$8,058	$901
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
Interest - net of amount capitalized	$7,882	$8,782
Income taxes	- -	($5,010)
See Notes to Respective Financial Statements.

ENTERGY NEW ORLEANS, INC.
BALANCE SHEETS
ASSETS
June 30, 2005 and December 31, 2004
(Unaudited)
	2005	2004
	(In Thousands)
CURRENT ASSETS
Cash and cash equivalents:
Cash	$1,640	$2,998
Temporary cash investments - at cost,
which approximates market	6,418	4,956
Total cash and cash equivalents	8,058	7,954
Accounts receivable:
Customer	40,156	47,356
Allowance for doubtful accounts	(3,444)	(3,492)
Associated companies	9,355	12,223
Other	5,691	7,329
Accrued unbilled revenues	38,721	24,848
Total accounts receivable	90,479	88,264
Deferred fuel costs	23,396	2,559
Fuel inventory - at average cost	- -	4,181
Materials and supplies - at average cost	9,468	9,150
Prepayments and other	8,685	3,467
TOTAL	140,086	115,575
OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity	3,259	3,259
UTILITY PLANT
Electric	717,279	699,072
Natural gas	192,759	183,728
Construction work in progress	25,315	33,273
TOTAL UTILITY PLANT	935,353	916,073
Less - accumulated depreciation and amortization	448,562	435,519
UTILITY PLANT - NET	486,791	480,554
DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
Other regulatory assets	37,101	40,354
Long term receivables	1,812	2,492
Other	21,629	20,540
TOTAL	60,542	63,386
TOTAL ASSETS	$690,678	$662,774
See Notes to Respective Financial Statements.
ENTERGY NEW ORLEANS, INC.
BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
June 30, 2005 and December 31, 2004
(Unaudited)
	2005	2004
	(In Thousands)
CURRENT LIABILITIES
Currently maturing long-term debt	$30,000	$30,000
Accounts payable:
Associated companies	30,807	30,563
Other	30,682	44,149
Customer deposits	18,005	17,187
Taxes accrued	2,219	2,592
Accumulated deferred income taxes	7,546	1,906
Interest accrued	4,354	4,757
Energy Efficiency Program provision	6,776	6,611
Other	2,696	3,477
TOTAL	133,085	141,242
NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued	52,582	47,062
Accumulated deferred investment tax credits	3,782	3,997
SFAS 109 regulatory liability - net	45,300	46,406
Accumulated provisions	9,006	9,323
Pension liability	26,890	36,845
Long-term debt	229,910	199,902
Other	3,853	3,755
TOTAL	371,323	347,290
Commitments and Contingencies
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 2005
and 2004	33,744	33,744
Paid-in capital	36,294	36,294
Retained earnings	96,452	84,424
TOTAL	186,270	174,242
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$690,678	$662,774
See Notes to Respective Financial Statements.

ENTERGY NEW ORLEANS, INC.
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 2005 and 2004
(Unaudited)
	Three Months Ended		Increase/
Description	2005	2004	(Decrease)	%
	(Dollars In Millions)
Electric Operating Revenues:
Residential	$38	$41	($3)	(7)
Commercial	40	42	(2)	(5)
Industrial	9	8	1	13
Governmental	17	18	(1)	(6)
Total retail	104	109	(5)	(5)
Sales for resale
Associated companies	35	30	5	17
Other	20	20	-	- -
Total	$159	$159	$ -	- -
Billed Electric Energy
Sales (GWh):
Residential	447	450	(3)	(1)
Commercial	552	545	7	1
Industrial	162	138	24	17
Governmental	243	245	(2)	(1)
Total retail	1,404	1,378	26	2
Sales for resale
Associated companies	400	390	10	3
Non-associated companies	6	5	1	20
Total	1,810	1,773	37	2
	Six Months Ended		Increase/
Description	2005	2004	(Decrease)	%
	(Dollars In Millions)
Electric Operating Revenues:
Residential	$67	$71	($4)	(6)
Commercial	74	76	(2)	(3)
Industrial	16	14	2	14
Governmental	29	31	(2)	(6)
Total retail	186	192	(6)	(3)
Sales for resale
Associated companies	81	57	24	42
Non-associated companies	1	1	-	- -
Other	22	22	-	- -
Total	$290	$272	$18	7
Billed Electric Energy
Sales (GWh):
Residential	847	867	(20)	(2)
Commercial	1,071	1,070	1	- -
Industrial	306	250	56	22
Governmental	468	470	(2)	- -
Total retail	2,692	2,657	35	1
Sales for resale
Associated companies	1,006	750	256	34
Non-associated companies	10	15	(5)	(33)
Total	3,708	3,422	286	8

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. 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 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 second quarter, increasing $0.4 million, and increased slightly by $2.0 million for the six months ended June 30, 2005, compared to the same respective periods in 2004. The increase for the six months ended is primarily due to higher interest income earned on temporary cash investments.

Liquidity and Capital Resources

Cash Flow

Cash flows for the six months ended June 30, 2005 and 2004 were as follows:

		2005	2004
		(In Thousands)
Cash and cash equivalents at beginning of period		$216,355	$52,536
Cash flow provided by (used in):
	Operating activities	18,468	98,371
	Investing activities	(18,035)	(24,944)
	Financing activities	(81,590)	(69,943)
Net increase (decrease) in cash and cash equivalents		(81,157)	3,484
Cash and cash equivalents at end of period		$135,198	$56,020

Operating Activities

Cash flow from operations decreased $79.9 million for the six months ended June 30, 2005 compared to the six months ended June 30, 2004 primarily due to money pool activity. Money pool activity used $101.8 million of System Energy's operating cash flows for the six months ended June 30, 2005 and used $29.0 million for the six months ended June 30, 2004. System Energy's receivables from the money pool were as follows:

June 30, 2005	December 31, 2004	June 30, 2004	December 31, 2003
(In Thousands)
$163,416	$61,592	$48,082	$19,064

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 $6.9 million in net cash used in investing activities for the six months ended June 30, 2005 compared to the six months ended June 30, 2004 was primarily due to a decrease of $14.0 million in construction expenditures resulting from the reclassification of inventory items to capital in 2004. The decrease was partially offset by the maturity of $6.5 million of other temporary investments, which provided cash in 2004.

Financing Activities

The increase of $11.6 million in net cash used in financing activities for the six months ended June 30, 2005 compared to the six months ended June 30, 2004 was primarily due to an increase of $22.4 million in the January 2005 principal payment made on the Grand Gulf sale-leaseback compared to the January 2004 principal payment. The increase was partially offset by $13.2 million in bond refunding premiums and costs paid in 2004 related to System Energy refunding the bonds in May 2004 associated with its Grand Gulf Lease Obligation.

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.

Federal Legislation

In late July 2005 the U.S. Congress passed broad new energy legislation, the Energy Policy Act of 2005. The legislation contains electricity provisions that, among other things:

• Repeal the Public Utility Holding Company Act of 1935 (PUHCA), effective six months after enactment of the Energy Policy Act. As a registered holding company system, Entergy is subject to PUHCA. Some of the more significant effects of PUHCA are that it limits the operations of a registered holding company system to a single, integrated public utility system; regulates transactions among affiliates within a holding company system; governs the issuance, acquisition, and disposition of securities and assets by registered holding companies and their subsidiaries; limits the entry by registered holding companies and their subsidiaries into businesses other than electric or gas utility businesses; and requires SEC approval for certain utility mergers and acquisitions. Certain consumer protection authorities were transferred to the FERC, including new authority over utility mergers and acquisitions, and to the state or local regulatory commissions.
• Codifies the concept of participant funding, a form of cost allocation for transmission interconnections and upgrades, and allows FERC to apply participant funding in all regions of the country. Participant funding helps ensure that a utility's native load customers only bear the costs that are necessary to provide reliable transmission service to them and not bear costs required by generators who seek to deliver power to other regions.
• Provides financing benefits, including loan guarantees and production tax credits, for new nuclear plant construction, and reauthorizes the Price-Anderson Act, the law that provides an umbrella of insurance protection for the payment of public liability claims in the event of a major nuclear power plant incident.
• Revises current tax law treatment of nuclear decommissioning trust funds by allowing regulated and nonregulated taxpayers to make deductible contributions to fund the entire amount of estimated future decommissioning costs.
• Provides a more rapid tax depreciation schedule for transmission assets t o encourage investment.
• Creates mandatory electricity reliability guidelines with enforceable penalties to help ensure that the nation's power transmission grid is kept in good repair and that disruptions in the electricity system are minimized.  Entergy already voluntarily complies with National Electricity Reliability Council standards, which are similar.
• Establishes conditions for the elimination of the Public Utility Regulatory Policy Act's (PURPA) mandatory purchase obligation from qualifying facilities.

The President is expected to sign the Energy Policy Act in August 2005. The Energy Power Act requires several rulemakings by the FERC and other government agencies in order to implement its provisions. Therefore, it will be some time before a full assessment of its effect on Entergy and the energy industry can be completed.

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 benefits.

SYSTEM ENERGY RESOURCES, INC.
INCOME STATEMENTS
For the Three and Six Months Ended June 30, 2005 and 2004
(Unaudited)
	Three Months Ended		Six Months Ended
	2005	2004	2005	2004
	(In Thousands)		(In Thousands)
OPERATING REVENUES
Domestic electric	$126,364	$132,720	$251,154	$259,888
OPERATING EXPENSES
Operation and Maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale	10,139	10,278	19,858	17,524
Nuclear refueling outage expenses	3,026	2,891	6,019	6,518
Other operation and maintenance	27,346	23,127	50,482	44,638
Decommissioning	6,240	5,805	12,368	11,505
Taxes other than income taxes	6,322	6,211	12,371	12,156
Depreciation and amortization	24,158	25,829	50,702	52,370
Other regulatory credits - net	(4,126)	(1,006)	(8,511)	(2,175)
TOTAL	73,105	73,135	143,289	142,536
OPERATING INCOME	53,259	59,585	107,865	117,352
OTHER INCOME
Allowance for equity funds used during construction	321	453	627	867
Interest and dividend income	3,672	1,569	6,517	2,925
Miscellaneous - net	(108)	(151)	(221)	(372)
TOTAL	3,885	1,871	6,923	3,420
INTEREST AND OTHER CHARGES
Interest on long-term debt	12,812	15,949	25,668	31,189
Other interest - net	6	146	8	356
Allowance for borrowed funds used during construction	(102)	(146)	(199)	(281)
TOTAL	12,716	15,949	25,477	31,264
INCOME BEFORE INCOME TAXES	44,428	45,507	89,311	89,508
Income taxes	18,503	19,975	37,154	39,309
NET INCOME	$25,925	$25,532	$52,157	$50,199
See Notes to Respective Financial Statements.

(Page left blank intentionally)

SYSTEM ENERGY RESOURCES, INC.
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2005 and 2004
(Unaudited)
	2005	2004
	(In Thousands)
OPERATING ACTIVITIES
Net income	$52,157	$50,199
Adjustments to reconcile net income to net cash flow provided by operating activities:
Other regulatory credits - net	(8,511)	(2,175)
Depreciation, amortization, and decommissioning	63,070	63,875
Deferred income taxes and investment tax credits	(12,140)	(166,003)
Changes in working capital:
Receivables	(95,645)	(18,986)
Accounts payable	(4,750)	(6,032)
Taxes accrued	28,065	194,383
Interest accrued	(27,831)	(17,109)
Other working capital accounts	153	(3,605)
Provision for estimated losses and reserves	50	(1,886)
Changes in other regulatory assets	(9,080)	11,319
Other	32,930	(5,609)
Net cash flow provided by operating activities	18,468	98,371
INVESTING ACTIVITIES
Construction expenditures	(7,982)	(22,011)
Allowance for equity funds used during construction	627	867
Nuclear fuel purchases	- -	(45,460)
Proceeds from sale/leaseback of nuclear fuel	- -	45,640
Decommissioning trust contributions and realized
change in trust assets	(10,680)	(10,462)
Changes in other temporary investments - net	- -	6,482
Net cash flow used in investing activities	(18,035)	(24,944)
FINANCING ACTIVITIES
Retirement of long-term debt	(28,790)	(6,348)
Other financing activities	- -	(13,195)
Dividends paid:
Common stock	(52,800)	(50,400)
Net cash flow used in financing activities	(81,590)	(69,943)
Net increase (decrease) in cash and cash equivalents	(81,157)	3,484
Cash and cash equivalents at beginning of period	216,355	52,536
Cash and cash equivalents at end of period	$135,198	$56,020
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized	$50,605	$46,318
Income taxes	$14,522	-
See Notes to Respective Financial Statements.

SYSTEM ENERGY RESOURCES, INC.
BALANCE SHEETS
ASSETS
June 30, 2005 and December 31, 2004
(Unaudited)
	2005	2004
	(In Thousands)
CURRENT ASSETS
Cash and cash equivalents:
Cash	$10	$399
Temporary cash investments - at cost,
which approximates market	135,188	215,956
Total cash and cash equivalents	135,198	216,355
Accounts receivable:
Associated companies	208,818	111,588
Other	2,148	3,733
Total accounts receivable	210,966	115,321
Materials and supplies - at average cost	55,591	53,427
Deferred nuclear refueling outage costs	3,982	9,510
Prepayments and other	4,378	1,007
TOTAL	410,115	395,620
OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds	220,696	205,083
UTILITY PLANT
Electric	3,238,587	3,232,314
Property under capital lease	469,993	469,993
Construction work in progress	29,345	28,743
Nuclear fuel under capital lease	51,265	65,572
TOTAL UTILITY PLANT	3,789,190	3,796,622
Less - accumulated depreciation and amortization	1,834,908	1,780,450
UTILITY PLANT - NET	1,954,282	2,016,172
DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
SFAS 109 regulatory asset - net	95,081	96,047
Other regulatory assets	307,354	296,305
Other	19,223	19,578
TOTAL	421,658	411,930
TOTAL ASSETS	$3,006,751	$3,028,805
See Notes to Respective Financial Statements.
SYSTEM ENERGY RESOURCES, INC.
BALANCE SHEETS
LIABILITIES AND SHAREHOLDER'S EQUITY
June 30, 2005 and December 31, 2004
(Unaudited)
	2005	2004
	(In Thousands)
CURRENT LIABILITIES
Currently maturing long-term debt	$22,989	$25,266
Accounts payable:
Associated companies	3,071	3,880
Other	17,110	21,051
Taxes accrued	113,840	46,468
Accumulated deferred income taxes	1,330	3,477
Interest accrued	15,167	42,998
Obligations under capital leases	27,716	27,716
Other	1,781	1,621
TOTAL	203,004	172,477
NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued	367,694	421,466
Accumulated deferred investment tax credits	73,874	75,612
Obligations under capital leases	23,548	37,855
Other regulatory liabilities	246,722	210,863
Decommissioning	348,261	335,893
Accumulated provisions	2,428	2,378
Long-term debt	823,123	849,593
Other	24,156	28,084
TOTAL	1,909,806	1,961,744
Commitments and Contingencies
SHAREHOLDER'S EQUITY
Common stock, no par value, authorized 1,000,000 shares;
issued and outstanding 789,350 shares in 2005 and 2004	789,350	789,350
Retained earnings	104,591	105,234
TOTAL	893,941	894,584
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY	$3,006,751	$3,028,805
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 (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

See Note 8 to the domestic utility companies and System Energy financial statements in the Form 10-K for information on nuclear liability and property and replacement power insurance associated with Entergy Arkansas', Entergy Gulf States', Entergy Louisiana's, and System Energy's nuclear power plants.

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

See Note 8 to the domestic utility companies and System Energy financial statements in the Form 10-K for information on nuclear decommissioning costs. In the second quarter of 2005, Entergy Louisiana recorded a revision to its estimated decommissioning cost liability in accordance with a new decommissioning cost study for Waterford 3 that reflected an expected life extension for the plant. The revised estimate resulted in a $153.6 million reduction in its decommissioning liability, along with a $49.2 million reduction in utility plant and a $104.4 million reduction in the related regulatory asset.

Income Taxes (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

See Note 8 to the domestic utility companies and System Energy financial statements in the Form 10-K for information regarding certain material income tax audit matters involving the domestic utility companies and System Energy. Following is an update to that disclosure.

Mark to Market of Certain Power Contracts

As discussed in the Form 10-K, in 2001, Entergy Louisiana changed its method of accounting for income tax purposes related to its wholesale electric power contracts. The most significant of these is the contract to purchase power from the Vidalia hydroelectric project. On audit of Entergy Louisiana's 2001 tax return, the IRS made an adjustment reducing the amount of the deduction associated with this method change. The adjustment had no material impact on Entergy Louisiana's earnings and required no additional cash payment of 2001 income tax. The Vidalia contract method change has resulted in cumulative cash flow benefits of approximately $790 million through June 30, 2005. This benefit is expected to reverse in the years 2005 through 2031. The tax accounting election has had no effect on book income tax expense. The timing of the reversal of this benefit depends on several variables, including the price of power.

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

See Note 8 to the domestic utility companies and System Energy financial statements in the Form 10-K for information regarding the bankruptcy of CashPoint, which managed a network of payment agents for the domestic utility companies.

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. Many other defendants are named in these lawsuits as well. Presently, there are approximately 480 lawsuits involving approximately 10,000 claims. Management believes that adequate provisions have been established 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 po sition or results of operation of the domestic utility companies involved in these lawsuits.

NOTE 2. RATE AND REGULATORY MATTERS

Retail Rate Proceedings

See Note 2 to the domestic utility companies and System Energy financial statements in the Form 10-K for information regarding retail rate proceedings involving the domestic utility companies. The following are updates to the Form 10-K.

Filings with the LPSC

Global Settlement (Entergy Gulf States and Entergy Louisiana)

In March 2005, the LPSC approved a settlement proposal to resolve various dockets covering a range of issues for Entergy Gulf States and Entergy Louisiana. The settlement resulted in credits totaling $76 million for retail electricity customers in Entergy Gulf States' Louisiana service territory and credits totaling $14 million for retail electricity customers of Entergy Louisiana. The settlement dismissed Entergy Gulf States' fourth, fifth, sixth, seventh, and eighth annual earnings reviews, Entergy Gulf States' ninth post-merger earnings review and revenue requirement analysis, the continuation of a fuel review for Entergy Gulf States, dockets established to consider issues concerning power purchases for Entergy Gulf States and Entergy Louisiana for the summers of 2001, 2002, 2003, and 2004, all prudence issues associated with decisions made through May 2005 related to the nuclear plant uprates at issue in these cases, and an LPSC docket concerning retail issues arising under the S ystem Agreement. The settlement does not include the System Agreement case at FERC. In addition, Entergy Gulf States agreed not to seek recovery from customers of $2 million of excess refund amounts associated with the fourth through the eighth annual earnings reviews and Entergy Louisiana agreed to forgo recovery of $3.5 million of deferred 2003 capacity costs associated with certain power purchase agreements. The credits were issued in connection with April 2005 billings. Entergy Gulf States and Entergy Louisiana reserved for the approximate refund amounts.

The settlement includes the establishment of a three-year formula rate plan for Entergy Gulf States that, among other provisions, establishes an ROE mid-point of 10.65% for the initial three-year term of the plan and permits Entergy Gulf States to recover incremental capacity costs outside of a traditional base rate proceeding. Under the formula rate plan, over- and under-earnings outside an allowed range of 9.9% to 11.4% will be allocated 60% to customers and 40% to Entergy Gulf States. In addition, there is the potential to extend the formula rate plan beyond the initial three-year effective period by mutual agreement of the LPSC and Entergy Gulf States. Under the settlement, there was no change to Entergy Gulf States' retail rates at that time.

Retail Rates - Electric

(Entergy Louisiana)

Entergy Louisiana made a rate filing with the LPSC requesting a base rate increase in January 2004. In March 2005, the LPSC staff and Entergy Louisiana filed a proposed settlement that included an annual base rate increase of approximately $18.3 million which was implemented, subject to refund, effective with May 2005 billings. In May 2005, the LPSC approved a modified settlement which, among other things, reduces depreciation and decommissioning expense due to assuming a life extension of Waterford 3 and results in no change in rates. Subsequently, in June 2005, Entergy Louisiana made a revised compliance filing with the LPSC supporting a revised depreciation rate for Waterford 3, which reflects the removal of interim additions, and a rate increase from the purchase of the Perryville power plant, which results in a net $0.8 million annual rate reduction. Entergy Louisiana reduced rates effective with the first billing cycle in June 2005 and expects to refund excess revenue coll ected during May 2005, including interest, in the third quarter of 2005.

The May 2005 rate settlement includes the adoption of a three-year formula rate plan, the terms of which include an ROE mid-point of 10.25% for the initial three-year term of the plan and permit Entergy Louisiana to recover incremental capacity costs outside of a traditional base rate proceeding. Under the formula rate plan, over- and under-earnings outside an allowed regulatory range of 9.45% to 11.05% will be allocated 60% to customers and 40% to Entergy Louisiana. The initial formula rate plan filing will be in May 2006 based on a 2005 test year with rates effective September 2006. In addition, there is the potential to extend the formula rate plan beyond the initial three-year effective period by mutual agreement of the LPSC and Entergy Louisiana.

(Entergy Gulf States)

In June 2005, Entergy Gulf States made its formula rate plan filing with the LPSC for the test year ending December 31, 2004. The filing shows a net revenue deficiency of $2.58 million indicating that no refund liability exists. The filing also indicates that a prospective rate increase of $23.8 million is required in order for Entergy Gulf States to earn the authorized ROE mid-point of 10.65%. Subject to the consideration of comments expected to be filed by the LPSC staff and intervenors in the third quarter 2005, rate changes associated with the formula rate plan are scheduled to take effect with the first billing cycle in October 2005.  Any disputed issues will be subject to further investigation by the LPSC, with any resolution of such issues being made effective October 2005.

Retail Rates - Gas (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. In June 2005, the LPSC unanimously approved Entergy Gulf States' proposed settlement that includes a $5.8 million gas base rate increase effective the first billing cycle of July 2005 and a rate stabilization plan with an ROE mid-point of 10.5%.

Filings with the PUCT (Entergy Gulf States)

Entergy Gulf States filed with the PUCT in July 2005 a request for implementation of an incremental purchased capacity recovery rider, consistent with the recently passed Texas legislation discussed below under "Electric Industry Restructuring and the Continued Application of SFAS 71." The rider requests $23.1 million annually in incremental revenues on a Texas retail basis which represents the incremental purchased capacity costs, including Entergy Gulf States' obligation to purchase power from Entergy Louisiana's recently acquired Perryville plant, over what is already in Entergy Gulf States' base rates. Entergy Gulf States has reached an agreement with parties with respect to the date upon which cost recovery and cost reconciliation would begin.  The parties have agreed that Entergy Gulf States will implement the rider after approval by the PUCT which could be up to 185 days from the date of filing but will  ;reconcile and recover incremental purchased capacity costs incurred beginning September 1, 2005. The September 1, 2005 agreed upon date for the beginning of the cost recovery and cost reconciliation as well as the requested amount and the processes for implementing the rider are subject to PUCT action and approval. If approved by the PUCT, the rider would be subject to semi-annual modifications and reconciliation in conjunction with Entergy Gulf States' fuel reconciliation proceedings. Also see "Electric Industry Restructuring and the Continued Application of SFAS 71" below for discussion of the provisions in the Texas legislation regarding Entergy Gulf States' ability to file a general rate case and for recovery of transition to competition costs.

Filings with the City Council (Entergy New Orleans)

In April 2005, Entergy New Orleans made its annual scheduled formula rate plan filings with the City Council.  The filings show that a decrease of $0.2 million in electric revenues is warranted and an increase of $3.9 million in gas revenues is warranted. The prescribed period for review by the City Council's Advisors and other parties has now commenced, and rate adjustments, if any, could be implemented as soon as September 2005.

In May 2005, Entergy New Orleans filed with the City Council a request for continuation of the formula rate plan and generation performance-based rate plan for an additional three years. The filing requests a target equity component of the capital structure of 45%, an increase from the current target of 42%.

Deferred Fuel Costs

See Note 2 to the domestic utility companies and System Energy financial statements in the Form 10-K for information regarding fuel proceedings involving the domestic utility companies. The following are updates to the Form 10-K.

(Entergy Arkansas)

In March 2005, Entergy Arkansas filed with the APSC its energy cost recovery rider for the period April 2005 through March 2006. The filed energy cost rate, which accounts for 15 percent of a typical residential customer's bill using 1,000 kWh per month, increased 31 percent primarily attributable to a true-up adjustment for an under-recovery balance of $11.2 million and a nuclear refueling adjustment resulting from outages scheduled in 2005 at ANO 1 and 2.

(Entergy Gulf States)

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. This amount includes $8.6 million of under-recovered costs that Entergy Gulf States is asking to reconcile and 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 a January 2001 proceeding that is now on appeal. On January 31, 2005, the ALJ issued a Proposal for Decision that recommended disallowing $10.7 million (excluding interest) related to these two issues. In April 2005, the PUCT issued an order reversing in part the ALJ's Proposal for Decision and allowing Entergy Gulf States to recover a part of its request related to the imputed capacity and River Bend payment issues. The PUCT 's order reduced the disallowance in the case to $8.3 million. Both Entergy Gulf States and certain cities served by Entergy Gulf States filed motions for rehearing on these issues which were denied by the PUCT. Entergy Gulf States and certain Cities filed appeals to the Travis County District Court. The appeals are pending. Any disallowance will be netted against Entergy Gulf States' under-recovered costs and will be included in its deferred fuel costs balance.

In January 2001, Entergy Gulf States filed with the PUCT a fuel reconciliation case covering the period from March 1999 through August 2000. Entergy Gulf States was reconciling approximately $583 million of fuel and purchased power costs. As part of this filing, Entergy Gulf States requested authority to collect $28 million, plus interest, of under-recovered fuel and purchased power costs. In August 2002, the PUCT reduced Entergy Gulf States' request to approximately $6.3 million, including interest through July 31, 2002. Approximately $4.7 million of the total reduction to the requested surcharge relates to nuclear fuel costs that the PUCT deferred ruling on at that time. In October 2002, Entergy Gulf States appealed the PUCT's final order in Texas District Court. In its appeal, Entergy Gulf States is challenging the PUCT's disallowance of approximately $4.2 million related to imputed capacity costs and its disallowance related to costs for energy delivered from the 30% non-regu lated share of River Bend. The case was argued before the Travis County Texas District Court in August 2003 and the Travis County District Court judge affirmed the PUCT's order. In October 2003, Entergy Gulf States appealed this decision to the Court of Appeals. Oral argument before the appellate court occurred in September 2004 and in May 2005, the appellate court affirmed the lower court's decision affirming the PUCT's disallowance. Entergy Gulf States has filed a motion for rehearing with the appellate court in this case.

In January 2003, the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Gulf States and its affiliates pursuant to a November 1997 LPSC general order. The audit will include a review of the reasonableness of charges flowed by Entergy Gulf States through its fuel adjustment clause in Louisiana for the period January 1, 1995 through December 31, 2002. Discovery is underway, but a detailed procedural schedule extending beyond the discovery stage has not yet been established, and the LPSC staff has not yet issued its audit report. In June 2005, the LPSC expanded the audit to include the years through 2004.

(Entergy Louisiana)

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 settlement approved by the LPSC in March 2005, discussed above, resolves the uprate imprudence disallowance and is no longer at issue in this proceeding. Subsequent to the issuance of the audit report, the scope of this docket was expanded to include a review of annual reports on fuel and purchased power transactions with affiliates and a prudence review of transmission planning issues. Also, in July 2005, t he LPSC expanded the audit to include the years 2002 through 2004. A procedural schedule has been established and LPSC staff and intervenor testimony is due in November 2005.

(Entergy Mississippi)

In January 2005, the MPSC approved a change in Entergy Mississippi's energy cost recovery rider. Entergy Mississippi's fuel over-recoveries for the third quarter of 2004 of $21.3 million will be deferred from the first quarter 2005 energy cost recovery rider adjustment calculation. The deferred amount of $21.3 million plus carrying charges is being refunded through the energy cost recovery rider in the second and third quarters of 2005 at a rate of 45% and 55%, respectively.

(Entergy New Orleans)

As discussed in Note 2 to the domestic utility companies and System Energy financial statements in the Form 10-K, the City Council passed resolutions implementing a package of measures developed by Entergy New Orleans and the Council Advisors to protect customers from potential gas price spikes during the 2004 - 2005 winter heating season including the deferral of collection of up to $6.2 million of gas costs associated with a cap on the purchased gas adjustment in November and December 2004 and in the event that the average residential customer's gas bill were to exceed a threshold level. The deferrals of $1.7 million resulting from these caps will receive accelerated recovery over a seven-month period that began in April 2005.

In November 2004, the City Council directed Entergy New Orleans to confer with the City Council Advisors regarding possible modification of the current gas cost collection mechanism in order to address concerns regarding its fluctuations particularly during the winter heating season. In June 2005, Entergy New Orleans filed a new purchased gas adjustment tariff with the City Council. If approved by the City Council, the tariff would be effective in the fourth quarter of 2005.

Fuel Adjustment Clause Litigation

See 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 with the City Council alleging that Entergy New Orleans and certain affiliates engaged in fuel procurement and power purchasing practices and included certain costs in its fuel adjustment charges that could have resulted in its customers being overcharged by more than $100 million over a period of years. On May 26, 2005, the Civil District Court for the Parish of Orleans affirmed the City Council resolution that resulted in a refund to customers of $11.3 million, including interest, during the months of June through September 2004, finding no support for the plaintiff's claim that the refund amount should be higher. In June 2005, the plaintiffs appealed the Civil District Court decision to the Louisiana Fourth Circuit Court of Appeal.

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.

Louisiana (Entergy Gulf States and Entergy Louisiana)

In November 2001, the LPSC decided not to move forward with retail open access for any customers at this time. The LPSC instead directed its staff to hold collaborative group meetings concerning open access from time to time, and to have the LPSC staff monitor developments in neighboring states and to report to the LPSC regarding the progress of retail access developments in those states. In September 2004, in response to a study performed by the Louisiana State University Center for Energy Studies that evaluated a limited industrial-only retail choice program, the LPSC asked the LPSC staff to solicit comments and obtain information from utilities, customers, and other interested parties concerning the potential costs and benefits of a limited choice program, the impact of such a program on other customers, as well as issues such as stranded costs and transmission service.  Comments from interested parties were file d with the LPSC in January 2005. A technical conference was held in April 2005 and in May 2005 interested parties filed reply comments to arguments made at the technical conference. Entergy stated that it believes that there is no new information or credible evidence that would justify altering the LPSC's previous conclusion that retail access is not in the public interest.

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.

In June 2005, a Texas law was enacted which provides that:

• Entergy Gulf States is authorized by the legislation to proceed with a jurisdictional separation into two vertically integrated utilities, one subject solely to the retail jurisdiction of the LPSC and one subject solely to the retail jurisdiction of the PUCT;
• the portions of all prior PUCT orders requiring Entergy Gulf States to comply with any provisions of Texas law governing transition to retail competition are void;
• Entergy Gulf States must file a plan by January 1, 2006, identifying the power region(s) to be considered for certification and the steps and schedule to achieve certification;
• Entergy Gulf States must file a transition to competition plan no later than January 1, 2007, that would address how Entergy Gulf States intends to mitigate market power and achieve full customer choice, including potential construction of additional transmission facilities, generation auctions, generation capacity divestiture, reinstatement of a customer choice pilot project, establishment of a price to beat, and other measures;
• Entergy Gulf States' rates are subject to cost-of-service regulation until retail customer choice is implemented;
• Entergy Gulf States may not file a general base rate case in Texas before June 30, 2007, with rates effective no earlier than June 30, 2008, but may seek before then the recovery of certain incremental purchased power capacity costs, adjusted for load growth, not in excess of five percent of its annual base rate revenues (as discussed above in "Filings with the PUCT," in July 2005 Entergy Gulf States filed a request for implementation of an incremental purchased capacity recovery rider); and
• Entergy Gulf States may recover over a period not to exceed 15 years reasonable and necessary transition to competition costs incurred before the effective date of the legislation and not previously recovered, with appropriate carrying charges.

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, 2007. In addition to borrowing from commercial banks, the domestic utility companies and System Energy are authorized to borrow from Entergy's 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. The following are the short-term borrowings from the money pool and the SEC-authorized limits for short-term borrowings for the domestic utility companies and System Energy as of June 30, 2005:

	Authorized	Borrowings
	(In Millions)
Entergy Arkansas	$235	-
Entergy Gulf States	$340	$149.4
Entergy Louisiana	$225	$110.7
Entergy Mississippi	$160	-
Entergy New Orleans	$100	-
System Energy	$140	-

Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans each have 364-day credit facilities available as follows:

Company	Expiration Date	Amount of Facility	Amount Drawn as of June 30, 2005
Entergy Arkansas	April 2006	$85 million (a)	-
Entergy Louisiana	April 2006	$85 million (a)	-
Entergy Louisiana	May 2006	$15 million (b)	-
Entergy Mississippi	May 2006	$25 million	-
Entergy New Orleans	May 2006	$15 million (b)	-

(a)	The combined amount borrowed by Entergy Arkansas and Entergy Louisiana under these facilities at any one time cannot exceed $85 million.
(b)	The combined amount borrowed by Entergy Louisiana and Entergy New Orleans under these facilities at any one time cannot exceed $15 million.

The 364-day credit facilities have variable interest rates and the average commitment fee is 0.13%. The $85 million Entergy Arkansas and Entergy Louisiana credit facilities each require the respective company to maintain total shareholders' equity of at least 25% of its total assets. In July 2005, Entergy New Orleans granted the lender a security interest in its customer accounts receivables to secure its borrowings under its facility. Under the terms of the security agreement, Entergy New Orleans has the option to withdraw the security interest at any time.

The following long-term debt has been issued by the domestic utility companies and System Energy in 2005:

	Issue Date	Amount
		(In Thousands)
Mortgage Bonds:
5.66% Series due February 2025 - Entergy Arkansas	January 2005	$175,000
6.18% Series due March 2035 - Entergy Gulf States	February 2005	$85,000
5.70% Series due June 2015 - Entergy Gulf States	May 2005	$200,000
4.50% Series due June 2010 - Entergy Arkansas	May 2005	$100,000
4.67% Series due June 2010 - Entergy Louisiana	May 2005	$55,000
4.98% Series due July 2010 - Entergy New Orleans	June 2005	$30,000
Issuances after balance sheet date:
5.12% Series due August 2010 - Entergy Gulf States	July 2005	$100,000
Other Long-Term Debt:
5.00% Series due January 2021, Independence County - Arkansas (Entergy Arkansas)	March 2005	$45,000

The following long-term debt was retired by the domestic utility companies and System Energy thus far in 2005:

	Retirement Date	Amount
		(In Thousands)
Mortgage Bonds:
7.00% Series due October 2023 - Entergy Arkansas	February 2005	$175,000
Retirements after balance sheet date:
6.125% Series due July 2005 - Entergy Arkansas	July 2005	$100,000
8.125% Series due July 2005 - Entergy New Orleans	July 2005	$30,000
6.77% Series due August 2005 - Entergy Gulf States	August 2005	$98,000
Other Long-Term Debt:
Grand Gulf Lease Obligation payment, (System Energy)	N/A	$28,790
8.75% Junior Subordinated Deferrable Interest Debentures due 2046 (Entergy Gulf States)	March 2005	$87,629
6.25% Series due January 2021, Independence County - Arkansas (Entergy Arkansas)	April 2005	$45,000
9.0% Series due May 2015, West Feliciana Parish - Louisiana (Entergy Gulf States)	May 2005	$45,000
7.5% Series due May 2015, West Feliciana Parish - Louisiana (Entergy Gulf States)	May 2005	$41,600
7.7% Series due December 2014, West Feliciana Parish - Louisiana (Entergy Gulf States)	June 2005	$94,000

Entergy Arkansas used the proceeds from the March 2005 issuance to redeem, prior to maturity, $45 million of 6.25% Series of Independence County bonds in April 2005. The issuance and retirement do not appear on the cash flow statement because the proceeds were placed in a trust and never held as cash by Entergy Arkansas.

In June 2005, Entergy Louisiana purchased its $55 million of 4.9% Series St. Charles Parish bonds from the holders, pursuant to a mandatory tender provision, and has not remarketed the bonds at this time.

Tax Exempt Bond Audit (Entergy Louisiana)

The Internal Revenue Service (IRS) is auditing certain Tax Exempt Bonds (Bonds) issued by St. Charles Parish, State of Louisiana (the Issuer). The Bonds were issued to finance previously unfinanced acquisition costs expended by Entergy Louisiana to acquire certain radioactive solid waste disposal facilities (the Facilities) at the Waterford Steam Electric Generating Station. In March and April 2005, the IRS issued proposed adverse determinations that the Issuer's 7.0% Series bonds due 2022, 7.5% Series bonds due 2021, and 7.05% Series bonds due 2022 are not tax exempt. The stated basis for these determinations was that radioactive waste did not constitute "solid waste" within the provisions of the Internal Revenue Code and therefore the Facilities did not qualify as solid waste disposal facilities. The Issuer has requested administrative appeals of the proposed adverse determinations with respect to the Bonds to the IRS Office of Appeals. The Issuer and Entergy Louisiana intend to continue to contest vigorously these matters. The three series of Bonds are the only series of bonds issued by the Issuer for the benefit of Entergy Louisiana that are the subject of audits by the IRS.

NOTE 4. PREFERRED STOCK

(Entergy Mississippi)

In June 2005, Entergy Mississippi issued 1,200,000 shares of $25 par value 6.25% Series Preferred Stock, all of which are outstanding as of June 30, 2005. The dividends are cumulative and will be payable quarterly beginning November 1, 2005. The preferred stock is redeemable on or after July 1, 2010, at Entergy Mississippi's option, at the call price of $25 per share. The proceeds from this issuance were used in the third quarter of 2005 to redeem all $20 million of Entergy Mississippi's $100 par value 8.36% Series Preferred Stock and all $10 million of Entergy Mississippi's $100 par value 7.44% Series Preferred Stock.

NOTE 5. RETIREMENT AND OTHER POSTRETIREMENT BENEFITS

Components of Net Pension Cost

The domestic utility companies' and System Energy's pension cost, including amounts capitalized, for the second quarters of 2005 and 2004, included the following components:

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2005	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Service cost - benefits earned
during the period	$3,329	$2,704	$1,957	$1,005	$436	$944
Interest cost on projected
benefit obligation	9,115	7,235	5,525	2,998	1,148	1,413
Expected return on assets	(9,009)	(9,709)	(6,666)	(3,566)	(731)	(1,324)
Amortization of transition asset	-	-	-	-	-	(69)
Amortization of prior service cost	415	378	163	128	57	17
Amortization of loss	1,613	1,213	730	527	151	229
Net pension cost	$5,463	$1,821	$1,709	$1,092	$1,061	$1,210

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2004	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Service cost - benefits earned
during the period	$2,923	$2,416	$1,715	$946	$424	$824
Interest cost on projected
benefit obligation	8,616	7,108	5,178	2,890	1,041	1,231
Expected return on assets	(9,288)	(9,931)	(6,937)	(3,694)	(625)	(1,053)
Amortization of transition asset	-	-	-	-	-	(79)
Amortization of prior service cost	417	465	189	141	57	18
Amortization of loss	762	32	82	132	151	193
Net pension cost	$3,430	$90	$227	$415	$1,048	$1,134

The domestic utility companies' and System Energy's pension cost, including amounts capitalized, for the six months ended June 30, 2005 and 2004, included the following components:

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2005	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Service cost - benefits earned
during the period	$6,658	$5,408	$3,914	$2,010	$872	$1,888
Interest cost on projected
benefit obligation	18,230	14,470	11,050	5,996	2,296	2,826
Expected return on assets	(18,018)	(19,418)	(13,332)	(7,132)	(1,462)	(2,648)
Amortization of transition asset	-	-	-	-	-	(138)
Amortization of prior service cost	830	756	326	256	114	34
Amortization of loss	3,226	2,426	1,460	1,054	302	458
Net pension cost	$10,926	$3,642	$3,418	$2,184	$2,122	$2,420

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2004	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Service cost - benefits earned
during the period	$5,926	$4,870	$3,440	$1,900	$850	$1,670
Interest cost on projected
benefit obligation	17,232	14,218	10,362	5,782	2,082	2,464
Expected return on assets	(18,534)	(19,822)	(13,732)	(7,384)	(1,552)	(2,088)
Amortization of transition asset	-	-	-	-	-	(160)
Amortization of prior service cost	834	930	378	282	114	36
Amortization of loss	1,632	674	376	414	208	304
Net pension cost	$7,090	$870	$824	$994	$1,702	$2,226

Components of Net Other Postretirement Benefit Cost

The domestic utility companies' and System Energy's other postretirement benefit cost, including amounts capitalized, for the second quarters of 2005 and 2004, included the following components:

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2005	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Service cost - benefits earned
during the period	$1,157	$1,634	$689	$363	$192	$415
Interest cost on APBO	2,589	2,924	1,673	833	789	394
Expected return on assets	(1,637)	(1,366)	-	(669)	(579)	(387)
Amortization of transition obligation	205	947	95	88	435	4
Amortization of prior service cost	(173)	-	18	(46)	10	(139)
Amortization of loss	1,276	770	691	471	211	146
Net other postretirement benefit cost	$3,417	$4,909	$3,166	$1,040	$1,058	$433

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2004	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Service cost - benefits earned
during the period	$827	$1,415	$614	$245	$178	$341
Interest cost on APBO	2,394	2,871	1,644	703	810	371
Expected return on assets	(1,529)	(1,256)	-	(631)	(558)	(316)
Amortization of transition obligation	(132)	1,147	300	(43)	529	4
Amortization of prior service cost	63	-	56	26	20	(83)
Amortization of loss	1,112	514	457	349	99	99
Net other postretirement benefit cost	$2,735	$4,691	$3,071	$649	$1,078	$416

The domestic utility companies' and System Energy's other postretirement benefit cost, including amounts capitalized, for the six months ended June 30, 2005 and 2004, included the following components:

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2005	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Service cost - benefits earned
during the period	$2,314	$3,268	$1,378	$726	$384	$830
Interest cost on APBO	5,178	5,848	3,346	1,666	1,578	788
Expected return on assets	(3,274)	(2,732)	-	(1,338)	(1,158)	(774)
Amortization of transition obligation	410	1,894	190	176	870	8
Amortization of prior service cost	(346)	-	36	(92)	20	(278)
Amortization of loss	2,552	1,540	1,382	942	422	292
Net other postretirement benefit cost	$6,834	$9,818	$6,332	$2,080	$2,116	$866

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2004	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Service cost - benefits earned
during the period	$2,459	$2,944	$1,333	$721	$382	$729
Interest cost on APBO	5,227	5,812	3,344	1,581	1,637	759
Expected return on assets	(3,131)	(2,491)	-	(1,284)	(1,124)	(626)
Amortization of transition obligation	477	2,295	600	211	1,058	7
Amortization of prior service cost	63	-	56	26	20	(175)
Amortization of loss	2,185	1,163	1,020	697	256	231
Net other postretirement benefit cost	$7,280	$9,723	$6,353	$1,952	$2,229	$925

Employer Contributions

The domestic utility companies and System Energy expect to contribute the following to pension plans in 2005:

	Entergy	Entergy	Entergy	Entergy	Entergy	System
	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Expected 2005 pension contributions disclosed in Form 10-K	$20,560	$18,948	$2,622	$3,416	$15,667	$9,266
Revised expected 2005 pension contributions	$13,802	$21,893	-	$3,416	$21,281	$12,305
Pension contributions made through July 2005	$4,003	$14,818	-	$1,025	$14,404	$7,694
Remaining estimated pension contributions to be made in 2005	$9,799	$7,075	-	$2,391	$6,877	$4,611

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

Based on actuarial analysis, the estimated impact of future Medicare subsidies reduced the December 31, 2004 Accumulated Postretirement Benefit Obligation (APBO), the second quarter 2005 and 2004 other postretirement benefit cost, and the six months ended June 30, 2005 and 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 12/31/2004 APBO	($35,928)	($31,846)	($20,085)	($12,227)	($9,742)	($4,982)
Reduction in second quarter 2005
other postretirement benefit cost	($1,446)	($1,269)	($790)	($476)	($350)	($245)
Reduction in second quarter 2004
other postretirement benefit cost	($777)	($821)	($605)	($250)	($261)	($161)
Reduction in six months ended  June 30, 2005 other  postretirement benefit cost	($2,892)	($2,538)	($1,580)	($952)	($700)	($490)
Reduction in six months ended  June 30, 2004 other  postretirement benefit cost	($1,275)	($1,375)	($837)	($406)	($405)	($214)

For further information on the Medicare Act refer to Note 10 to the domestic utility companies and System Energy's financial statements in the Form 10-K.

__________________________________

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 June 30, 2005, 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 f orms.

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 is an update to that discussion.

Entergy New Orleans Fuel Clause Lawsuit

See "Entergy New Orleans Fuel Clause Lawsuit" in Part I, Item 1 of the Form 10-K for a discussion of the complaint filed with the City Council by a group of ratepayers alleging that Entergy New Orleans and certain affiliates engaged in fuel procurement and power purchasing practices and included certain costs in its fuel adjustment charges that could have resulted in its customers being overcharged by more than $100 million over a period of years. On May 26, 2005, the Civil District Court for the Parish of Orleans affirmed the City Council resolution that resulted in a refund to customers of $11.3 million, including interest, during the months of June through September 2004, finding no support for the plaintiff's claim that the refund amount should be higher. In June 2005, the plaintiffs appealed the Civil District Court decision to the Louisiana Fourth Circuit Court of Appeal.

Entergy New Orleans Rate of Return Lawsuit

See "Entergy New Orleans Rate of Return Lawsuit" in Part I, Item 1 of the Form 10-K for a discussion of the hearing set before the City Council regarding the effect of the provision of the 1922 Ordinance in setting lawful rates. The hearing concluded in June 2005.

Texas Power Price Lawsuit

See "Texas Power Price Lawsuit" in Part I, Item 1 of the Form 10-K for a discussion of the lawsuit filed in the district court of 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. The plaintiff's appeal of the district court's dismissal of the lawsuit has been briefed and oral arguments are expected to be heard by the Court of Appeals this year.

Entergy Louisiana Formula Ratemaking Plan Lawsuit

See "Entergy Louisiana Formula Ratemaking Plan Lawsuit" in Part I, Item 1 of the Form 10-K for a discussion of the complaint filed against Entergy Louisiana and the LPSC in state court in East Baton Rouge Parish on behalf of a group of Entergy Louisiana ratepayers. This case has been abandoned by operation of law.

Fiber Optic Cable Litigation

See "Fiber Optic Cable Litigation" in Part I, Item 1 of the Form 10-K for a discussion of the litigation filed by several property owners in state court in St. James Parish, Louisiana against Entergy Louisiana, Entergy Services, Entergy Technology Holding Company (ETHC), and Entergy Technology Company (ETC) purportedly on behalf of all property owners in Louisiana who have conveyed easements to the defendants. The Louisiana Fifth Circuit Court of Appeal has denied Entergy's appeal of the trial court's order certifying a class. Entergy is seeking appellate review before the Louisiana Supreme Court.

With respect to the separate lawsuits filed by several property owners against Entergy Corporation, Entergy Mississippi, Entergy Services, ETHC, and ETC in state court in various counties in Mississippi alleging that Entergy Mississippi installed fiber optic cable across their properties without obtaining appropriate easements, plaintiffs in some of the lawsuits have agreed to dismiss the lawsuits based on evidence that there was no fiber optic cable running across their property.

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 be Purchased Under a Plan (2)
4/01/2005-4/30/2005	1,082,100	$71.56	1,082,100	$668,580,091
5/01/2005-5/31/2005	2,039,400	$72.14	2,039,400	$531,610,303
6/01/2005-6/30/2005	432,900	$75.36	432,900	$520,169,627
Total	3,554,400	$72.35	3,554,400

(1)

In accordance with Entergy's stock-based compensation 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 7 to the consolidated financial statements in the Form 10-K for additional discussion of the stock-based compensation 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 rep urchases 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.

(2)

Maximum amount of shares that may yet be repurchased relates only to the $1.5 billion plan and does not include an estimate of the amount of shares that may be purchased to fund the exercise of grants under the stock-based compensation plans.

Item 4. Submission of Matters to a Vote of Security Holders

Election of Board of Directors

Entergy Corporation

The annual meeting of stockholders of Entergy Corporation was held on May 13, 2005. The following matters were voted on and received the specified number of votes for, abstentions, votes withheld (against), and broker non-votes:

1. Election of Directors:

Name of Nominee	Votes For	Votes Withheld
Maureen S. Bateman	189,249,148	2,266,155
W. Frank Blount	185,747,483	5,767,820
Simon D. deBree	189,220,546	2,294,757
Claiborne P. Deming	189,372,818	2,142,485
Alexis M. Herman	189,015,162	2,500,141
Donald C. Hintz	187,510,762	4,004,541
J. Wayne Leonard	187,755,699	3,759,604
Robert v.d. Luft	187,644,635	3,870,668
Kathleen A. Murphy	189,219,495	2,295,808
James R. Nichols	187,612,722	3,902,581
William A. Percy, II	189,167,248	2,348,055
Dennis H. Reilley*	189,064,868	2,450,435
Steven V. Wilkinson	189,221,507	2,293,796

* Mr. Reilley resigned from the Board effective May 20, 2005.

2. Ratify the appointment of independent public accountants, Deloitte & Touche LLP for the year 2005: 189,485,156 votes for; 558,689 votes against; 1,471,459 abstentions; and 1 broker non-vote.
3. Stockholder proposal regarding Independent Chairman of the Board: 65,527,431 votes for; 105,745,046 votes against; 2,279,345 abstentions; and 17,963,481 broker non-votes.
4. Stockholder proposal regarding Majority Election of Directors: 70,538,898 votes for; 100,532,385 votes against; 2,480,539 abstentions; and 17,963,481 broker non-votes.

Entergy Arkansas

A consent in lieu of a meeting of common stockholders was executed on May 27, 2005. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of Entergy Arkansas: Hugh T. McDonald, Chairman, Leo P. Denault, Mark Savoff, and Richard J. Smith.

Entergy Gulf States

A consent in lieu of a meeting of common stockholders was executed on May 27, 2005. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of Entergy Gulf States: Joseph F. Domino, Chairman, E. Renae Conley, Leo P. Denault, Mark Savoff, and Richard J. Smith.

Entergy Louisiana

A consent in lieu of a meeting of common stockholders was executed on May 27, 2005. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of Entergy Louisiana: E. Renae Conley, Chairman, Leo P. Denault, Mark Savoff, and Richard J. Smith.

Entergy Mississippi

A consent in lieu of a meeting of common stockholders was executed on May 27, 2005. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of Entergy Mississippi: Carolyn C. Shanks, Chairman, Leo P. Denault, Mark Savoff, and Richard J. Smith.

Entergy New Orleans

A consent in lieu of a meeting of common stockholders was executed on May 27, 2005. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of Entergy New Orleans: Daniel F. Packer, Chairman, Leo P. Denault, Mark Savoff, and Richard J. Smith.

System Energy

A consent in lieu of a meeting of common stockholders was executed on May 27, 2005. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of System Energy: Gary J. Taylor, Chairman, Steven C. McNeal, and Leo P. Denault.

Item 5. Other Information

Property and Other Generation Resources

See "Part I, Item 1" in the Form 10-K for a discussion of the affiliate purchased power agreements (PPAs) filed by Entergy with the FERC. On June 30, 2005, the FERC ALJ issued an initial decision finding, among other things, that the PPAs are just and reasonable and not unduly discriminatory, except for the Entergy Arkansas retained share of Grand Gulf portion (19MW) of the Entergy Arkansas 110MW PPAs with Entergy Louisiana and Entergy New Orleans. The ALJ therefore removed the 19MW attributable to the Entergy Arkansas retained share from the PPA with Entergy Louisiana. Because the City Council desired to keep the retained share in the PPA with Entergy New Orleans, the ALJ did not remove the 19MW from that PPA. There is no deadline with respect to when a final decision will be issued by the FERC.

On June 28, 2005, a proposed recommendation was issued by an LPSC ALJ regarding the River Bend PPA between Entergy Gulf States and Entergy Louisiana and the PPA between Entergy Arkansas and Entergy Louisiana for capacity from a portion of Entergy Arkansas' coal and nuclear fueled base load resources (EAI WBL).  The ALJ found that once certain transmission issues are resolved, Entergy Louisiana should be encouraged to acquire as much of the 30% share of River Bend as Entergy Gulf States receives authorization to make available. The ALJ further found that the River Bend PPA offers the lowest cost when compared to proposals submitted in response to the Entergy Fall 2002 and Spring 2003 requests for proposal for supply side resources, that it should be dispatchable by the Entergy System, and that it provides Entergy Louisiana with a diverse solid fuel resource that should offer price stability during a time of rising gas prices.  Entergy believes that the transmission issues have been resolved.  With respect to the EAI WBL, the LPSC ALJ found that because there are no transmission issues with respect to this contract and because the pricing of the PPA is to be at the revised MSS-4 price (except for the Grand Gulf related portion of the PPA, which would be priced at $46) the PPA is attractive to ratepayers.  The LPSC ALJ also determined that the FERC is the regulatory body with jurisdiction to determine whether a right of first refusal to the underlying EAI WBL resources exists under the System Agreement and that if the FERC were to determine that such a right of first refusal does exist, the LPSC may want to direct Entergy Louisiana to exercise that right.  In a June 30, 2005 decision, the presiding FERC ALJ determined that such a right of first refusal does not exist.  A final decision from the LPSC is expected in the late third quarter or fourth quarter of 2005.

Federal Regulation

FERC Audits

See "FERC Audits" in Part I, Item 1 in the Form 10-K for a discussion of audits and reviews initiated by the FERC. The FERC is currently reviewing certain wholesale sales and purchases involving EPMC that occurred during the 1998-2001 time period and similar transactions that Entergy-Koch Trading may have undertaken. 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.

Other Customer-initiated Proceedings at the FERC

See the Form 10-K for a discussion of the complaint filed with the FERC in February 2005 by ExxonMobil Chemical Company and ExxonMobil Refining & Supply Company (ExxonMobil) against Entergy Services and the domestic utility companies. On April 18, 2005, the FERC (1) rejected as unfounded ExxonMobil's allegation concerning the netting of its station power needs; and (2) set for hearing the question of whether the facility upgrades and related charges are subject to FERC jurisdiction and, if so, when they became subject to FERC jurisdiction, whether the monthly facility charge violated FERC pricing policy, and whether any refunds are appropriate. The FERC then held the hearing in abeyance in order to provide the parties an opportunity to settle their dispute before hearing procedures commence. Settlement discussions are underway.

On January 24, 2005 Cottonwood Energy Company, L.P., an independent generator, filed with the FERC a rate schedule for reactive power that proposes to impose on Entergy Gulf States a rate for reactive supply service allegedly supplied by Cottonwood's electric generating facility. Cottonwood has proposed a fixed monthly charge ($3.4 million annually), which according to Cottonwood represents its revenue requirement for reactive power service. Entergy believes that independent generators should only be compensated for reactive power to the extent that they have an affirmative and continual obligation to provide reactive power support beyond their power factor range when directed to do so by the transmission provider, and is opposing Cottonwood's rate schedule. On March 23, 2005, the FERC accepted Cottonwood's proposed reactive power rate schedule for filing effective on February 1, 2005, subject to refund, and established hearing and settlement judge procedures. A hearing in this p roceeding is currently scheduled to commence in January 2006, with an ALJ initial decision scheduled to be issued by April 2006. A similar filing was made by Union Power Partners in May 2005 requesting $4.15 million annually. On July 15, 2005, the FERC accepted Union Power Partners' proposed reactive power rate schedule for filing, effective May 18, subject to refund and established hearing and settlement judge procedures. In the event that Cottonwood and UPP are successful, Entergy anticipates that other merchant plants located on Entergy's transmission system may request similar compensation.

Environmental Regulation

See "PART I, Item 1, Clean Air Act and Subsequent Amendments, Hazardous Air Pollutants" in the Form 10-K for information related to the hazardous air pollutant emissions reduction programs. In March 2005, the EPA issued a rule to permanently cap and reduce mercury emissions from coal-fired power plants. The Clean Air Mercury Rule establishes "standards of performance" limiting mercury emissions from new and existing coal-fired power plants and creates a market-based cap-and-trade program that will reduce nationwide utility emissions of mercury in two distinct phases. The first phase cap is 38 tons beginning in 2010. The rule has been challenged in the United States Court of Appeals for the District of Columbia Circuit. Unless the rule is stayed, however, the compliance deadlines remain in effect. The rule is also being challenged by various members of the U.S. Senate through a process called the Congressional Review Act. Entergy will continue to monitor these d evelopments.

Entergy owns units that will be subject to the mercury emissions regulations and is studying compliance options in order to determine the best control alternative. Entergy estimates that any necessary capital expenditures for its coal facilities will occur through 2009 and will be approximately $26 million, including $15.4 million at Entergy Arkansas, $4.9 million at Entergy Gulf States, and $5.3 million at Entergy Mississippi. Ongoing operating costs will increase beginning in 2010.

See "PART I, Item 1, Clean Air Act and Subsequent Amendments, Interstate Air Transport" in the Form 10-K for information related to SO₂ and NO_X emissions reduction programs. In March 2005, the EPA finalized the Clean Air Interstate Rule (CAIR), which will reduce SO₂ and NO_X emissions from electric generation plants in order to improve air quality in 29 eastern states. The rule will require a combination of capital investment to install pollution control equipment and increased operating costs. Entergy's capital investment and annual operation and maintenance allowance purchase costs will depend on the economic assessment of NO_X and SO₂ allowance markets, the cost of control technologies, and unit usage. Entergy estimates that the capital expenditures for its Fossil generation fleet will occur through 2009 and will be approximately $90 million, including $2.9 million at Entergy Arkansas, $17 million at E ntergy Gulf States, $36.1 million at Entergy Louisiana, $6.2 million at Entergy Mississippi, and $27.4 million at Entergy New Orleans.

The capital financial impact could be offset by emission markets which allow for purchases or use of allocated credits; however, the allocation of the emission allowances and the set up of the market will determine the ultimate cost to Entergy. Entergy believes that the allocation is unfairly skewed towards states with relatively higher emissions by the use of a fuel-adjustment factor in the final rule that was not included in the draft rule. Entergy will continue to study the final rule's impact to its generation fleet and will work to ensure that all states are treated fairly in the allocation of emission credits. Entergy has filed a Petition for Reconsideration with the EPA and a Petition for Review in the United States Court of Appeals for the District of Columbia Circuit concerning the final rule's use of fuel-adjustment factors.

Election of Directors

On July 29, 2005, the Board elected two new members, Gary W. Edwards and Stuart L. Levenick.  There is no arrangement or understanding between either of the newly-elected directors and any person pursuant to which each was selected as a director.

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,					June 30,
	2000	2001	2002	2003	2004	2005
Entergy Arkansas	3.01	3.29	2.79	3.17	3.37	3.64
Entergy Gulf States	2.60	2.36	2.49	1.51	3.04	2.82
Entergy Louisiana	3.33	2.76	3.14	3.93	3.60	3.80
Entergy Mississippi	2.33	2.14	2.48	3.06	3.41	3.34
Entergy New Orleans	2.66	(a)	(b)	1.73	3.60	3.28
System Energy	2.41	2.12	3.25	3.66	3.95	4.25

	Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
	Twelve Months Ended
	December 31,					June 30,
	2000	2001	2002	2003	2004	2005
Entergy Arkansas	2.70	2.99	2.53	2.79	2.98	3.22
Entergy Gulf States	2.39	2.21	2.40	1.45	2.90	2.69
Entergy Louisiana	2.93	2.51	2.86	3.46	3.16	3.34
Entergy Mississippi	2.09	1.96	2.27	2.77	3.07	3.00
Entergy New Orleans	2.43	(a)	(b)	1.59	3.31	2.99

(a)	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.
(b)	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 *

**	4(a)	Sixtieth Supplemental Indenture, dated as of May 1, 2005, to Entergy Louisiana's Mortgage and Deed of Trust, dated as of April 1, 1944 (A-3(d) to Rule 24 Certificate dated May 18, 2005 in 70-10086).
**	4(b)	Seventieth Supplemental Indenture, dated as of May 1, 2005, to Entergy Gulf States' Indenture of Mortgage, dated as of September 1, 1926 (A-3(iv) to Rule 24 Certificate dated June 2, 2005 in 70-10158).
	4(c)	Sixty-fifth Supplemental Indenture, dated as of May 1, 2005, to Entergy Arkansas' Mortgage and Deed of Trust, dated as of October 1, 1944.
	4(d)	Credit Agreement, dated as of May 25, 2005, among Entergy Corporation, the Banks (Citibank, N.A., ABN AMRO Bank N.V., BNP Paribas, J. P. Morgan Chase Bank, The Royal Bank of Scotland plc, Barclays Bank PLC, Calyon New York Branch, KeyBank National Association, Morgan Stanley Bank, The Bank of New York, Wachovia Bank, N.A., Credit Suisse First Boston (Cayman Islands Branch), Lehman Brothers Bank (FSB), Regions Bank, Societe Generale, Union Bank of California, N.A., Bayerische Hypo-und Vereinsbank AG (New York Branch), Mellon Bank, N.A., KBC Bank N.V., Mizuho Corporate Bank Limited, West LB AG, New York Branch, and UFJ Bank Limited, Citibank, N.A., as Administrative Agent and LC Issuing Bank, and ABN AMRO Bank, N.V., as LC Issuing Bank.
	4(e)	Fourteenth Supplemental Indenture, dated as of June 1, 2005, to Entergy New Orleans' Mortgage and Deed of Trust, dated as of May 1, 1987.
	4(f)	Amended and Restated Credit Agreement, dated as of June 30, 2005, among Entergy Corporation, as Borrower, Bayerische Hypo- und Vereinsbank AG, New York Branch, as Bank, and Bayerische Hypo-und Vereinsbank AG, New York Branch, as Administrative Agent.
	4(g)	Amended and Restated Credit Agreement, dated as of June 30, 2005, among Entergy Corporation, as Borrower, Bayerische Hypo- und Vereinsbank AG, New York Branch, as Bank, and Bayerische Hypo-und Vereinsbank AG, New York Branch, as Administrative Agent.
**	4(h)	Seventy-first Supplemental Indenture, dated as of July 1, 2005, to Entergy Gulf States' Indenture of Mortgage, dated as of September 1, 1926 (A-3(v) to Rule 24 Certificate dated July 21, 2005 in 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 June 30, 2005, 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 June 30, 2005.
**	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: August 4, 2005

EX-4

Exhibit 4(c)

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)

THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION

(successor to Marvin A. Mueller)

As Trustees under Entergy Arkansas, Inc.'s Mortgage and Deed of Trust,
Dated as of October 1, 1944

___________________________

SIXTY-FIFTH SUPPLEMENTAL INDENTURE

Providing among other things for
First Mortgage Bonds, 4.50% Series due June 1, 2010 (Seventy-second Series)

__________________________

Dated as of May 1, 2005

SIXTY-FIFTH SUPPLEMENTAL INDENTURE

INDENTURE, dated as of May 1, 2005, 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) (hereinafter sometimes called the "Co-Trustee"), and (as to property, real or personal, situated or being in Missouri) THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION (successor to Marvin A. Mueller), whose mailing address is 10161 Centurion Parkway, Jacksonville, Florida 32256 (said The Bank of New York Trust Company, National Association being hereinafter sometimes called the "Missouri Co-Trustee" and th e Corporate Trustee, the Co-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-fifth 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 an instrument dated November 1, 2004, filed with the Office of the Comptroller of the Currency in Colorado, BNY Trust Company of Missouri merged into BNY Missouri Interim Trust Company, National Association, and by an instrument dated November 1, 2004, filed with the Office of the Comptroller of the Currency in Colorado, BNY Missouri Interim Trust Company, National Association, merged into The Bank of New York Trust Company, National Association; and

WHEREAS, by the Sixty-third Supplemental Indenture mentioned below, the Company, the Corporate Trustee, Stanley Burg as Co-Trustee, and The Bank of New York Trust Company, National Association, as Missouri Co-Trustee, appointed Jeffrey Schroeder to serve as Missouri Co-Trustee under the Mortgage, and Jeffrey Schroeder accepted such appointment; and

WHEREAS, by an instrument effective as of February 28, 2005, Jeffrey Schroeder resigned as a Missouri Co-Trustee; 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
Sixty-second Supplemental Indenture	October 1, 2004
Sixty-third Supplemental Indenture	January 1, 2005
Sixty-fourth Supplemental Indenture	March 1, 2005

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	None
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
6.38% Series due November 1, 2034	60,000,000	60,000,000
5.66% Series due February 1, 2025	175,000,000	175,000,000
5% Pollution Control Series E	45,000,000	45,000,000

which bonds are also hereinafter sometimes called bonds of the First through Seventy-first 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 Seventy-second 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-fifth Supplemental Indenture, and the terms of the bonds of the Seventy-second 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 The Bank of New York Trust Company, National Association (as to property, real or personal, situated or being i n Missouri) and 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) 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 o r of any general description contained in this Sixty-fifth 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 or 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 M ortgage, as heretofore supplemented, 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-fifth 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 C ompany; 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-fifth 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 enter 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 The Bank of New York Trust Company, National Association (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-fifth 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:

 ARTICLE I

SEVENTY-SECOND SERIES OF BONDS

    SECTIION I.  There shall be a series of bonds designated "4.50% Series due June 1, 2010" (herein sometimes called the "Seventy-second 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 Seventy-second Series (which shall be initially issued in the aggregate principal amount of $100,000,000) shall mature on June 1, 2010, 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 4.50% per annum, the first interest payment to be made on December 1, 2005, for the period from M ay 26, 2005 to December 1, 2005 with subsequent interest payments payable semi-annually on June 1 and December 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 Seventy-second 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 Seventy-second 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 rem ain closed 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 Seventy-second 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 Seventy-second 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 Seventy-second Series shall be paid to the Person in whose name such bonds of the Seventy-second Series are registered at the close of business on the record date for the corresponding Interest Payment Date.

    (I) Form of Bonds of the Seventy-second Series.

The Bonds of the Seventy-second Series, and the Corporate Trustee's authentication certificate to be executed on the Bonds of the Seventy-second Series, shall be in substantially the following forms, respectively:

[FORM OF FACE OF BOND OF THE SEVENTY-SECOND 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-1
$100,000,000                                                                                                                                                                 CUSIP 29364D AM 2

ENTERGY ARKANSAS, INC.
FIRST MORTGAGE BOND, 4.50% SERIES
DUE JUNE 1, 2010

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 June 1, 2010 at the office or agency of the Company in the Borough of Manhattan, The City of New York,

ONE HUNDRED 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 May 26, 2005, if the date of this bond is prior to December 1, 2005, or if the date of this bond is on or after December 1, 2005, from the June 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 4.50% per annum in like coin or currency at said office or agency on June 1 and December 1 of each year, commencing December 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 Dep ository 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-fifth 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 principal 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, 4.50% Series due June 1, 2010, 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-fifth Supplemental Indenture dated as of May 1, 2005, 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 (The Bank of New York Trust Company, National Association, successor), as Trustees . Reference is made 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-fifth 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 May 26, 2005.

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 Seventy-second 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, at any time prior to maturity of the bonds of the Seventy-second Series, at a redemption price equal to the greater of (a) 100% of the principal amount of such bonds of the Seventy-second Series being redeemed and (b) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on such bonds of the Seventy-second Series being redeemed (excluding the portion of any such interest accrued to the redemption date), discounted (for purposes of determining such present values) to such 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%, plus, in each case, accrued and unpaid interest thereon to such 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 June 1, 2010, 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 June 1, 2010 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 June 1, 2010.

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) BNY Capital Markets, Inc. and KeyBanc Capital Markets, a Division of McDonald Investments Inc. and their respective 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 Seventy-second 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 Seventy-second 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 Seventy-second 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-fifth 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 Seventy-second Series for the aggregate principal amount of $100,000,000.

ARTICLE II

DIVIDEND COVENANT

    SECTION 2.    The Company covenants that, so long as any of the bonds of the Seventy-second 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 April 30, 2005 (other than any dividend declare d by the Company on or before April 30, 2005) 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 April 30, 2005 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 April 30, 2005 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 April 30, 2005, 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 April 30, 2005.

ARTICLE III

MISCELLANEOUS PROVISIONS

    SECTION 3.    The holders of the bonds of the Seventy-second 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 Seventy-second 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.

    SECTION 4.    Subject to the amendments provided for in this Sixty-fifth Supplemental Indenture, the terms defined in the Mortgage and the First through Sixty-fourth Supplemental Indentures shall, for all purposes of this Sixty-fifth Supplemental Indenture, have the meanings specified in the Mortgage and the First through Sixty-fourth Supplemental Indentures.

    SECTION 5.    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-fourth 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-fifth 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-fifth 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-fifth Supplemental Indenture.

    SECTION 6.    Whenever in this Sixty-fifth 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-fifth 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.

    SECTION 7.    Nothing in this Sixty-fifth 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-fifth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises or agreements in this Sixty-fifth 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.

    SECTION 8.    This Sixty-fifth 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.

    SECTION 9.    This Sixty-fifth 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 THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION 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 Vice 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/ Christina M. Edwards
Christina M. Edwards

/s/ Shannon K. Ryerson
Shannon K. Ryerson

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

THE BANK OF NEW YORK TRUST
COMPANY, NATIONAL ASSOCIATION,
As Co-Trustee as to property, real or
personal, situated or being in Missouri

By: /s/ Cynthia M. Moore
     Cynthia M. Moore
    Vice President

Attest:

/s/ Elizabeth Dean
Elizabeth Dean
Vice President

Executed, sealed and delivered by
THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION
in the presence of:

/s/ Robert D. Smith
Robert D. Smith

/s/ Paula Starr
Paula Starr

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

On this 24th day of May, 2005, before me, Jennifer Favalora, 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 24th day of May, 2005, 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 24th day of May, 2005, 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/ Jennifer Favalora
Jennifer Favalora
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued For Life
Notary Identification Number 57639

STATE OF New York      )
                                         ) SS.:
COUNTY OF New York )

On this 24^th day of May, 2005, before me, Boris Treyger, 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 24^th day of May, 2005, 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 24^th day of May, 2005, 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.

Boris Treyger
Notary Public, State of New York
No 01TR6016003

/s/ Boris Treyger
Qualified in Kings County
Commission Expires 12/30,2006

STATE OF New York         )
                                            ) SS.:
COUNTY OF New York   )

On this 24^th day of May, 2005, before me, Boris Treyger, 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 24^th day of May, 2005, 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.

Boris Treyger
Notary Public, State of New York
No 01TR6016003

/s/ Boris Treyger
Qualified in Kings County
Commission Expires 12/30, 2006

STATE OF FLORIDA  )
                                      ) SS.:
COUNTY OF DUVAL )

On this 24^TH day of May, 2005, before me, Lillie C. Mariano, a Notary Public duly commissioned, qualified and acting within and for said county and state, appeared Cynthia M. Moore and Elizabeth Dean, to me personally known, who stated that they were a Vice President and Vice President, respectively, of THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, a National Association, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and on behalf of said Company; 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 24^th day of May, 2005, before me personally appeared Robert D. Smith, to me personally known, who, being by me duly sworn, did depose and say that he resided in Jacksonville, Florida; that he is an Assistant Treasurer of THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, one of the companies described in and which executed the above instrument; that he knows the seal of said National Association; that the seal affixed to said instrument is such seal; that it was so affixed by authority of its Board of Directors, and that he signed his name thereto by like authority.

On the 24^th day of May, 2005, before me appeared Paula Starr, to me personally known, who, being by me duly sworn, did say that she is an Assistant Treasurer of THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, and that the seal affixed to the foregoing instrument is the seal of said National Association, and that said instrument was signed and sealed in behalf of said National Association by authority of its Board of Directors, and she acknowledged said instrument to be the free act and deed of said entity.

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/ Lillie C. Mariano
Lillie C. Mariano
Notary Public, State of Florida
Qualified in Duval County
Commission Expires 09/29/08

Lillie C. Mariano
My Commission DD348019
Expires September 29, 2008

EX-4

                                                     Exhibit 4(d)


                       U.S. $2,000,000,000


                        CREDIT AGREEMENT

                    Dated as of May 25, 2005

                              Among

                       ENTERGY CORPORATION

                           as Borrower

                     THE BANKS NAMED HEREIN

                            as Banks

                         CITIBANK, N.A.

           as Administrative Agent and LC Issuing Bank

                               and

                       ABN AMRO BANK N.V.

                       as LC Issuing Bank




                  CITIGROUP GLOBAL MARKETS INC.

                Sole Lead Arranger & Book Manager

                          ABN AMRO N.V.

                           BNP PARIBAS

                       JPMORGAN CHASE BANK

                               and

                 THE ROYAL BANK OF SCOTLAND PLC

                      Co-Syndication Agents
                        TABLE OF CONTENTS

                                                             Page


ARTICLE I DEFINITIONS AND ACCOUNTING TERMS                      1
     SECTION 1.01. CERTAIN DEFINED TERMS.                       1
     SECTION 1.02. COMPUTATION OF TIME PERIODS.                11
     SECTION 1.03. ACCOUNTING TERMS.                           11

ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES                   11
     SECTION 2.01. THE ADVANCES.                               11
     SECTION 2.02. MAKING THE ADVANCES.                        12
     SECTION 2.03. LETTERS OF CREDIT.                          13
     SECTION 2.04. FEES.                                       16
     SECTION 2.05. ADJUSTMENT OF THE COMMITMENTS.              17
     SECTION 2.06. REPAYMENT OF ADVANCES.                      18
     SECTION 2.07. INTEREST ON ADVANCES.                       18
     SECTION 2.08. ADDITIONAL INTEREST ON EURODOLLAR RATE
          ADVANCES.                                            19
     SECTION 2.09. INTEREST RATE DETERMINATION.                19
     SECTION 2.10. CONVERSION OF ADVANCES.                     20
     SECTION 2.11. PREPAYMENTS.                                21
     SECTION 2.12. INCREASED COSTS.                            21
     SECTION 2.13. ILLEGALITY.                                 22
     SECTION 2.14. PAYMENTS AND COMPUTATIONS.                  22
     SECTION 2.15. TAXES.                                      23
     SECTION 2.16. SHARING OF PAYMENTS, ETC.                   25
     SECTION 2.17. NOTELESS AGREEMENT; EVIDENCE OF
          INDEBTEDNESS.                                        26
     SECTION 2.18. EXTENSION OF TERMINATION DATE.              27

ARTICLE III CONDITIONS OF EXTENSIONS OF CREDIT                 28
     SECTION 3.01. CONDITIONS PRECEDENT TO INITIAL
          EXTENSIONS OF CREDIT.                                28
     SECTION 3.02. CONDITIONS PRECEDENT TO EACH EXTENSION OF
          CREDIT.                                              29
     SECTION 3.03. CONDITIONS PRECEDENT TO EXTENSIONS OF
          CREDIT AFTER JUNE 30, 2007.                          30

ARTICLE IV REPRESENTATIONS AND WARRANTIES                      31
     SECTION 4.01. REPRESENTATIONS AND WARRANTIES OF THE
          BORROWER.                                            31

ARTICLE V COVENANTS OF THE BORROWER                            33
     SECTION 5.01. AFFIRMATIVE COVENANTS.                      33
     SECTION 5.02. NEGATIVE COVENANTS.                         36

ARTICLE VI EVENTS OF DEFAULT AND REMEDIES                      37
     SECTION 6.01. EVENTS OF DEFAULT.                          37
     SECTION 6.02. REMEDIES.                                   39
     SECTION 6.03. CASH COLLATERAL ACCOUNT.                    39

ARTICLE VII THE AGENT                                          40
     SECTION 7.01. AUTHORIZATION AND ACTION.                   40
     SECTION 7.02. ADMINISTRATIVE AGENT'S RELIANCE, ETC.       40
     SECTION 7.03. CITIBANK AND AFFILIATES.                    41
     SECTION 7.04. LENDER CREDIT DECISION.                     41
     SECTION 7.05. INDEMNIFICATION.                            41
     SECTION 7.06. SUCCESSOR ADMINISTRATIVE AGENT.             42

ARTICLE VIII MISCELLANEOUS                                     42
     SECTION 8.01. AMENDMENTS, ETC.                            42
     SECTION 8.02. NOTICES, ETC.                               43
     SECTION 8.03. NO WAIVER; REMEDIES.                        43
     SECTION 8.04. COSTS AND EXPENSES; INDEMNIFICATION.        43
     SECTION 8.05. RIGHT OF SET-OFF.                           45
     SECTION 8.06. BINDING EFFECT.                             45
     SECTION 8.07. ASSIGNMENTS AND PARTICIPATIONS.             45
     SECTION 8.08. GOVERNING LAW.                              50
     SECTION 8.09. CONSENT TO JURISDICTION; WAIVER OF JURY
          TRIAL.                                               50
     SECTION 8.10. EXECUTION IN COUNTERPARTS.                  50
     SECTION 8.11. ELECTRONIC COMMUNICATIONS.                  50


                            SCHEDULES

Schedule I          -    List of Applicable Lending Offices
Schedule II         -    Commitment Schedule
Schedule 2.03(h)    -    Letters of Credit


                            EXHIBITS

Exhibit A-1         -    Form of Notice of Borrowing
Exhibit A-2         -    Form of Notice of Conversion
Exhibit A-3         -    Form of Request for Issuance
Exhibit B           -    Form of Assignment and Acceptance
Exhibit  C          -    Form of Opinion of  Counsel  for  the
                          Borrower
Exhibit D           -    Form of Opinion of Special New York
                          Counsel to the Administrative Agent

			CREDIT AGREEMENT

                    Dated as of May 25, 2005



     ENTERGY    CORPORATION,   a   Delaware   corporation    (the
"Borrower"),  the  banks (the "Banks") listed  on  the  signature
pages  hereof  and Citibank, N.A. ("Citibank"), as administrative
agent (the "Administrative Agent") for the Lenders hereunder  and
as  LC Issuing Bank (as defined below), ABN AMRO Bank N.V., as LC
Issuing  Bank, and the other LC Issuing Banks party  hereto  from
time to time, agree as follows:

                            ARTICLE I
                DEFINITIONS AND ACCOUNTING TERMS


     SECTION 1.01.  Certain Defined Terms.

     As  used  in this Agreement, the following terms shall  have
the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

          "Additional  Lender"  has  the  meaning  specified   in
     Section 2.05(b)(i).

          "Advance" means an advance by a Lender to the  Borrower
     as  part of a Borrowing and refers to a Base Rate Advance or
     a  Eurodollar Rate Advance, each of which shall be a  "Type"
     of Advance.

          "Affiliate"  means, as to any Person, any other  Person
     that, directly or indirectly, controls, is controlled by  or
     is under common control with such Person or is a director or
     officer of such Person.

          "Agreement"  means this Credit Agreement,  as  amended,
     supplemented or modified from time to time.

          "Applicable Lending Office" means, with respect to each
     Lender, such Lender's Domestic Lending Office in the case of
     a  Base  Rate  Advance and such Lender's Eurodollar  Lending
     Office in the case of a Eurodollar Rate Advance

          "Applicable  Margin"  means,  (i)  for  any  Base  Rate
     Advance,  the Base Rate Margin interest rate per  annum  set
     forth  below in the columns identified as Level 1, Level  2,
     Level  3,  Level 4, Level 5 and Level 6, and  (ii)  for  any
     Eurodollar  Rate  Advance, (A) on any date  the  Utilization
     Percentage equals or is less than 50%, the Eurodollar Margin
     interest  rate  per  annum set forth below  in  the  columns
     identified  as Level 1, Level 2, Level 3, Level 4,  Level  5
     and  Level  6 and (B) on any date the Utilization Percentage
     exceeds  50%,  the Utilized Eurodollar Margin interest  rate
     per annum set forth below in the columns identified as Level
     1,  Level 2, Level 3, Level 4, Level 5 and Level 6, in  each
     case, determined by reference to the Relevant Ratings.

                Level 1  Level 2   Level 3   Level 4   Level 5   Level 6
_________________________________________________________________________

      S&P       Relevant  Relevant  Relevant  Relevant  Relevant  Relevant
                Ratings   Ratings   Ratings   Ratings   Ratings   Ratings
    Moody's     at least  Less than Less than Less than Less than below
                A+ or A1  Level 1   Level 2   Level 3   Level 4   BBB*
                          but at    but least but at    but at    and
                          least     at least  least     least BBB Baa2*
                          A or A2   A- or A3  BBB+      or Baa2
                                              or Baa1
_________________________________________________________________________
Interest Rate
 Per Annum
_________________________________________________________________________
Eurodollar       0.210%   0.300%    0.350%    0.475%    0.575%   0.800%
 Margin
_________________________________________________________________________
Base Rate        0.000%   0.000%    0.000%    0.000%    0.000%   0.500%
 Margin
_________________________________________________________________________
Utilized         0.310%   0.400%    0.475%    0.600%    0.700%   0.925%
 Eurodollar
 Margin
_________________________________________________________________________

*or unrated

     Any change in the Applicable Margin will be effective as  of
     the  date  on  which S&P or Moody's, as  the  case  may  be,
     announces the applicable change in any Senior Debt Rating.

          "Approved Fund" means, with respect to any Lender  that
     is  a  fund that invests in bank loans, any other fund  that
     invests in commercial loans and is managed or advised by the
     same investment advisor as such Lender or by an Affiliate of
     such investment advisor.

          "Assignment  and  Acceptance" means an  assignment  and
     acceptance entered into by a Lender and an assignee of  that
     Lender,  and  accepted  by  the  Administrative  Agent,   in
     substantially the form of Exhibit B hereto.

          "Base  Rate"  means,  for  any  period,  a  fluctuating
     interest rate per annum at all times equal to the higher of:

          (i)  the rate of interest announced publicly by Citibank in New
     York, New York, from time to time, as Citibank's base rate; and

          (ii) 1/2 of 1% per annum above the Federal Funds Rate in effect
     from time to time.

          "Base   Rate  Advance"  means  an  Advance  that  bears
     interest as provided in Section 2.07(a).

          "Borrowing"    means   a   borrowing   consisting    of
     simultaneous Advances of the same Type made by each  of  the
     Lenders  pursuant to Section 2.01 or Converted  pursuant  to
     Section 2.09 or 2.10.

          "Business  Day" means a day of the year on which  banks
     are  not  required or authorized to close in New  York  City
     and,   if  the  applicable  Business  Day  relates  to   any
     Eurodollar  Rate Advances, on which dealings are carried  on
     in the London interbank market.

          "Capitalization"   means,   as   of   any    date    of
     determination,  with  respect  to  the  Borrower   and   its
     subsidiaries determined on a consolidated basis,  an  amount
     equal  to the sum of (i) the total principal amount  of  all
     Debt  of  the  Borrower and its subsidiaries outstanding  on
     such  date, (ii) Consolidated Net Worth as of such date  and
     (iii)   to   the   extent   not   otherwise   included    in
     Capitalization,  all  preferred stock  and  other  preferred
     securities  of the Borrower and its subsidiaries,  including
     preferred   securities  issued  by  any  subsidiary   trust,
     outstanding on such date.

          "Cash  Collateral Account" has the meaning assigned  to
     that term in Section 6.03.

          "Commitment" has the meaning specified in Section 2.01.

          "Commitment  Increase"  has the  meaning  specified  in
     Section 2.05(b)(i).

          "Common  Equity" shall mean the stock, shares or  other
     ownership   interests  in  the  issuer   thereof   howsoever
     evidenced  (including, without limitation, limited liability
     company membership interests) that has ordinary voting power
     for  the  election of directors, managers  or  trustees  (or
     other  persons performing similar functions) of the  issuer,
     as  applicable, provided that Preferred Equity, even  if  it
     has such ordinary voting power, shall not be Common Equity.

          "Consolidated Net Worth" means the sum of  the  capital
     stock (excluding treasury stock and capital stock subscribed
     for  and  unissued) and surplus (including  earned  surplus,
     capital  surplus and the balance of the current  profit  and
     loss  account  not transferred to surplus) accounts  of  the
     Borrower  and  its subsidiaries appearing on a  consolidated
     balance  sheet of the Borrower and its subsidiaries prepared
     as of the date of determination in accordance with generally
     accepted accounting principles consistent with those applied
     in  the preparation of the financial statements referred  to
     in  Section  4.01(e),  after  eliminating  all  intercompany
     transactions  and  all  amounts  properly  attributable   to
     minority  interests,  if any, in the stock  and  surplus  of
     subsidiaries.

          "Convert", "Conversion" and "Converted" each refers  to
     a  conversion  of  Advances of one  Type  into  Advances  of
     another  Type or the selection of a new, or the  renewal  of
     the  same,  Interest  Period for  Eurodollar  Rate  Advances
     pursuant to Section 2.09 or 2.10.

          "Debt"  of  any Person means (without duplication)  all
     liabilities,    obligations   and   indebtedness    (whether
     contingent  or  otherwise) of such Person (i)  for  borrowed
     money  or  evidenced by bonds, debentures, notes,  or  other
     similar instruments, (ii) to pay the deferred purchase price
     of   property  or  services  (other  than  such  obligations
     incurred  in  the ordinary course of business  on  customary
     trade  terms,  provided that such obligations are  not  more
     than  30 days past due), (iii) as lessee under leases  which
     shall  have been or should be, in accordance with  generally
     accepted accounting principles, recorded as capital  leases,
     (iv)  under  reimbursement agreements or similar  agreements
     with  respect  to the issuance of letters of  credit  (other
     than  obligations in respect of letters of credit opened  to
     provide  for  the payment of goods or services purchased  in
     the  ordinary  course of business), (v) under  any  Guaranty
     Obligations  and  (vi) liabilities in  respect  of  unfunded
     vested benefits under plans covered by Title IV of ERISA.

          "Domestic  Lending Office" means, with respect  to  any
     Lender, the office of such Lender specified as its "Domestic
     Lending Office" opposite its name on Schedule I hereto or in
     the Assignment and Acceptance pursuant to which it became  a
     Lender,  or such other office of such Lender as such  Lender
     may  from  time  to  time specify to the  Borrower  and  the
     Administrative Agent.

          "Domestic Regulated Utility Subsidiary" means a  direct
     or  indirect domestic subsidiary of the Company  engaged  in
     generation,  transmission or distribution of electricity  or
     the  transmission  or distribution of natural  gas  that  is
     regulated  as  to rates on a cost of service  basis  by  the
     Federal  Energy Regulatory Commission (or successor  agency)
     or a state or local governmental body.

          "Eligible  Assignee" means a Person  (i)  (A)  that  is
     (1) a commercial bank organized under the laws of the United
     States,  or  any State thereof, and having total  assets  in
     excess  of  $500,000,000;  (2) a commercial  bank  organized
     under the laws of any other country which is a member of the
     OECD,  or  a political subdivision of any such country,  and
     having total assets in excess of $500,000,000, provided that
     such  bank  is acting through a branch or agency located  in
     the  United States or another country which is also a member
     of  OECD; or (3) a Lender, a financial institution Affiliate
     of  any Lender or an Approved Fund of any Lender immediately
     prior to an assignment and (B) whose long-term public senior
     debt securities are rated at least "BBB-" by S&P or at least
     "Baa3"  by Moody's; or (ii) that is approved by the Borrower
     (whose approval shall not be unreasonably withheld), the  LC
     Issuing Banks and the Administrative Agent.

          "Entergy  Arkansas"  means Entergy Arkansas,  Inc.,  an
     Arkansas   corporation,  or  its  successors  and  permitted
     assigns.

          "Entergy Gulf States" means Entergy Gulf States,  Inc.,
     a   Texas  corporation,  or  its  successors  and  permitted
     assigns.

          "Entergy  Louisiana" means Entergy Louisiana,  Inc.,  a
     Louisiana  corporation,  or  its  successors  and  permitted
     assigns.

          "Entergy Mississippi" means Entergy Mississippi,  Inc.,
     a  Mississippi corporation, or its successors and  permitted
     assigns.

          "Entergy New Orleans" means Entergy New Orleans,  Inc.,
     a  Louisiana  corporation, or its successors  and  permitted
     assigns.

          "Environmental Laws" means any federal, state or  local
     laws,  ordinances  or codes, rules, orders,  or  regulations
     relating  to  pollution or protection  of  the  environment,
     including,  without limitation, laws relating  to  hazardous
     substances,  laws  relating  to  reclamation  of  land   and
     waterways   and  laws  relating  to  emissions,  discharges,
     releases or threatened releases of pollutants, contaminants,
     chemicals,  or industrial, toxic or hazardous substances  or
     wastes  into the environment (including, without limitation,
     ambient  air, surface water, ground water, land  surface  or
     subsurface strata) or otherwise relating to the manufacture,
     processing, distribution, use, treatment, storage, disposal,
     transport or handling of pollution, contaminants, chemicals,
     or industrial, toxic or hazardous substances or wastes.

          "ERISA"  means the Employee Retirement Income  Security
     Act  of  1974,  as  amended  from  time  to  time,  and  the
     regulations promulgated and rulings issued thereunder,  each
     as amended and modified from time to time.

          "ERISA Affiliate" of a Person or entity means any trade
     or  business (whether or not incorporated) that is a  member
     of  a  group of which such Person or entity is a member  and
     that  is  under  common control with such Person  or  entity
     within  the  meaning of Section 414 of the Internal  Revenue
     Code  of  1986, and the regulations promulgated and  rulings
     issued thereunder, each as amended or modified from time  to
     time.

          "ERISA  Plan" means an employee benefit plan maintained
     for  employees of any Person or any ERISA Affiliate of  such
     Person subject to Title IV of ERISA.

          "ERISA Termination Event" means (i) a Reportable  Event
     described  in  Section  4043 of ERISA  and  the  regulations
     issued thereunder (other than a Reportable Event not subject
     to  the  provision for 30-day notice to PBGC), or  (ii)  the
     withdrawal  of  the Borrower or any of its ERISA  Affiliates
     from  an ERISA Plan during a plan year in which the Borrower
     or  any of its ERISA Affiliates was a "substantial employer"
     as  defined  in Section 4001(a)(2) of ERISA,  or  (iii)  the
     filing  of a notice of intent to terminate an ERISA Plan  or
     the  treatment  of an ERISA Plan amendment as a  termination
     under  Section  4041  of ERISA, or (iv) the  institution  of
     proceedings  to terminate an ERISA Plan by the  PBGC  or  to
     appoint  a trustee to administer any ERISA Plan, or (v)  any
     other event or condition that would constitute grounds under
     Section  4042  of  ERISA  for the  termination  of,  or  the
     appointment of a trustee to administer any ERISA Plan.

          "Eurocurrency Liabilities" has the meaning assigned  to
     that  term in Regulation D of the Board of Governors of  the
     Federal Reserve System, as in effect from time to time.

          "Eurodollar Lending Office" means, with respect to  any
     Lender,  the  office  of  such  Lender  specified   as   its
     "Eurodollar Lending Office" opposite its name on Schedule  I
     hereto or in the Assignment and Acceptance pursuant to which
     it  became a Lender (or, if no such office is specified, its
     Domestic  Lending  Office), or such  other  office  of  such
     Lender  as such Lender may from time to time specify to  the
     Borrower and the Administrative Agent.

          "Eurodollar  Rate" means, for the Interest  Period  for
     each  Eurodollar  Rate Advance made  as  part  of  the  same
     Borrowing,  an interest rate per annum equal to the  average
     (rounded upward to the nearest whole multiple of 1/16 of  1%
     per  annum, if such average is not such a multiple)  of  the
     rate per annum at which deposits in U.S. dollars are offered
     by  the  principal office of each of the Reference Banks  in
     London,  England,  to  prime banks in the  London  interbank
     market  at 11:00 A.M. (London time) two Business Days before
     the   first  day  of  such  Interest  Period  in  an  amount
     substantially equal to such Reference Bank's Eurodollar Rate
     Advance  made  as part of such Borrowing and  for  a  period
     equal to such Interest Period.  The Eurodollar Rate for  the
     Interest  Period  for each Eurodollar Rate Advance  made  as
     part  of  the  same  Borrowing shall be  determined  by  the
     Administrative  Agent  on  the  basis  of  applicable  rates
     furnished  to and received by the Administrative Agent  from
     the  Reference Banks two Business Days before the first  day
     of such Interest Period, subject, however, to the provisions
     of Section 2.09.

          "Eurodollar Rate Advance" means an Advance  that  bears
     interest as provided in Section 2.07(b).

          "Eurodollar Rate Reserve Percentage" of any Lender  for
     the  Interest  Period for any Eurodollar Rate Advance  means
     the  reserve  percentage  applicable  during  such  Interest
     Period  (or  if more than one such percentage  shall  be  so
     applicable, the daily average of such percentages for  those
     days   in  such  Interest  Period  during  which  any   such
     percentage shall be so applicable) under regulations  issued
     from  time to time by the Board of Governors of the  Federal
     Reserve  System  (or  any  successor)  for  determining  the
     maximum  reserve requirement (including, without limitation,
     any   emergency,  supplemental  or  other  marginal  reserve
     requirement) for such Lender with respect to liabilities  or
     assets  consisting of or including Eurocurrency  Liabilities
     having a term equal to such Interest Period.

          "Events  of  Default"  has  the  meaning  specified  in
     Section 6.01.

          "Existing  Credit Agreements" means (i) the  three-year
     Credit  Agreement,  dated  as of May  13,  2004,  among  the
     Borrower, certain banks, Citibank, as agent for such  banks,
     and  the  letter of credit issuing banks named  therein  and
     (ii)  the  five-year Credit Agreement, dated as of  December
     14, 2004, among the Borrower, certain banks, Citibank, N.A.,
     as  agent  for such banks, and the letter of credit  issuing
     banks named therein.

          "Extension of Credit" means (i) the disbursement of the
     proceeds of any Borrowing and (ii) the issuance of a  Letter
     of  Credit  or the amendment of any Letter of Credit  having
     the  effect of extending the stated termination date thereof
     or  increasing  the  maximum amount available  to  be  drawn
     thereunder.

          "Extension  Notice Date" has the meaning  specified  in
     Section 2.18(a).

          "Federal   Funds  Rate"  means,  for  any   period,   a
     fluctuating  interest  rate per annum  equal  for  each  day
     during  such period to the weighted average of the rates  on
     overnight  Federal funds transactions with  members  of  the
     Federal Reserve System arranged by Federal funds brokers, as
     published  for such day (or, if such day is not  a  Business
     Day,  for  the next preceding Business Day) by  the  Federal
     Reserve  Bank  of  New  York, or, if such  rate  is  not  so
     published  for any day which is a Business Day, the  average
     of the quotations for such day on such transactions received
     by the Administrative Agent from three Federal funds brokers
     of recognized standing selected by it.

          "Fee Letter" means that certain letter agreement, dated
     as  of  April  15, 2005, between the Borrower and  Citigroup
     Global  Markets Inc., as amended, modified and  supplemented
     from time to time.

          "Granting Lender" has the meaning specified in  Section
     8.07(i).

          "Guaranty  Obligations" means (i)  direct  or  indirect
     guaranties  in  respect of, and obligations to  purchase  or
     otherwise acquire, or otherwise to assure a creditor against
     loss  in  respect  of,  Debt of any Person  and  (ii)  other
     guaranty  or similar obligations in respect of the financial
     obligations   of  others,  including,  without   limitation,
     Support Obligations.

          "Increasing  Lender"  has  the  meaning  specified   in
     Section 2.05(b)(i).

          "Interest Period" means, for each Advance made as  part
     of  the same Borrowing, the period commencing on the date of
     such  Advance or the date of the Conversion of  any  Advance
     into  such  an  Advance and ending on the last  day  of  the
     period  selected by the Borrower pursuant to the  provisions
     below and, thereafter, each subsequent period commencing  on
     the  last  day of the immediately preceding Interest  Period
     and  ending  on the last day of the period selected  by  the
     Borrower pursuant to the provisions below.  The duration  of
     each  such Interest Period shall be 1, 2, 3 or 6 months  (or
     any  period  of less than one month that ends on  the  then-
     scheduled Termination Date with respect to the Commitment of
     the  Lender  making such Advance in the case of a Eurodollar
     Rate  Advance, as the Borrower may, upon notice received  by
     the Administrative Agent not later than 11:00 A.M. (New York
     City time) on the third Business Day prior to the first  day
     of such Interest Period, select; provided, however, that:

               (i)  the Borrower may not select any Interest Period
	  that ends after the then-scheduled Termination Date with
          respect to the Commitment of the Lender making such Advance;

              (ii) Interest Periods commencing on the same date for
          Advances made as part of the same Borrowing shall be of
          the same duration;and

              (iii) whenever the last day of any Interest Period would
          otherwise occur on a day other than a Business Day, the last day
          of such Interest Period shall be extended to occur on the next
          succeeding Business Day, provided, in the case of any Interest
          Period for a Eurodollar Rate Advance, that if such extension
          would cause the last day of such Interest Period to occur in the
          next following calendar month, the last day of such Interest
          Period shall occur on the next preceding Business Day.

          "Junior  Subordinated  Debentures"  means  any   junior
     subordinated  deferrable interest debentures issued  by  any
     Significant Subsidiary or Entergy New Orleans from  time  to
     time.

          "LC Fee" is defined in Section 2.04(b).

          "LC  Issuing Bank" means Citibank, ABN AMRO  Bank  N.V.
     and one or more other Lenders or Affiliates thereof that may
     be  appointed  from  time to time by the Borrower  to  issue
     Letters  of  Credit  under  this  Agreement  and  that   are
     reasonably acceptable to the Administrative Agent,  and  "LC
     Issuing Banks" shall mean the LC Issuing Banks collectively.

          "LC  Outstandings" means, on any date of determination,
     the  sum  of  the undrawn stated amounts of all  Letters  of
     Credit  that are outstanding on such date plus the aggregate
     principal amount of all unpaid reimbursement obligations  of
     the  Borrower on such date with respect to payments made  by
     the LC Issuing Banks under Letters of Credit.

          "LC Payment Notice" is defined in Section 2.03(d).

          "Lenders" means the Banks listed on the signature pages
     hereof  and  each Person that shall become  a  party  hereto
     pursuant to Section 8.07.

          "Letter of Credit" means letters of credit issued by an
     LC Issuing Bank pursuant to Section 2.03.

          "Lien"  means, with respect to any asset, any mortgage,
     lien,  pledge,  charge, security interest or encumbrance  of
     any kind in respect of such asset.  For the purposes of this
     Agreement,  a  Person  or any of its subsidiaries  shall  be
     deemed  to  own, subject to a Lien, any asset  that  it  has
     acquired  or  holds subject to the interest of a  vendor  or
     lessor  under any conditional sale agreement, capital  lease
     or other title retention agreement relating to such asset.

          "Majority Lenders" means at any time Lenders  to  which
     are  owed  more  than  50%  of  the  then  aggregate  unpaid
     principal   amount   of  the  Advances   and   participation
     obligations  with  respect to the LC  Outstandings,  or,  if
     there  are no Outstanding Credits, Lenders having more  than
     50%  of  the  Commitments  (without  giving  effect  to  any
     termination   in  whole  of  the  Commitments  pursuant   to
     Section  6.02), provided, that for purposes hereof,  neither
     the  Borrower, nor any of its Affiliates, if a Lender, shall
     be  included in (i) the Lenders holding such amount  of  the
     Advances or participation obligations with respect to the LC
     Outstandings  or  having such amount of the  Commitments  or
     (ii)  determining the aggregate unpaid principal  amount  of
     the  Advances or participation obligations with  respect  to
     the LC Outstandings or the total Commitments.

          "Moody's" means Moody's Investors Service, Inc. or  any
     successor thereto.

          "Multiemployer  Plan" means a "multiemployer  plan"  as
     defined in Section 4001(a)(3) of ERISA to which the Borrower
     or  any  ERISA Affiliate is making or accruing an obligation
     to  make  contributions, or has within any of the  preceding
     three  plan  years  made or accrued an  obligation  to  make
     contributions.

          "Net  Available  Cash" from a Stock  Disposition  means
     cash payments received therefrom net of all legal, title and
     recording  tax  expenses, commissions  and  other  fees  and
     expenses  incurred, and all federal, state and  local  taxes
     required  to  be  paid  or  accrued  as  a  liability  under
     generally  accepted accounting principles, as  a  result  of
     such Stock Disposition.

          "New  SEC Order" means the order or orders of  the  SEC
     under  the  Public  Utility  Holding  Company  Act  of  1935
     authorizing the Borrower to obtain Extensions of Credit  and
     to  perform its obligations under this Agreement after  June
     30, 2007.

          "Non-Consenting  Lender" has the meaning  specified  in
     Section 2.18(d).

          "Non-Recourse Debt" means any Debt of any subsidiary of
     the  Borrower that does not constitute Debt of the Borrower,
     any Significant Subsidiary or Entergy New Orleans.

          "Notice  of  Borrowing" has the  meaning  specified  in
     Section 2.02(a).

          "OECD"  means the Organization for Economic Cooperation
     and Development.

          "Outstanding   Credits"   means,   on   any   date   of
     determination,  an  amount equal  to  the  sum  of  (i)  the
     aggregate principal amount of all Borrowings outstanding  on
     such  date  plus (ii) the LC Outstandings on such  date,  in
     each  case,  after  giving  effect  to  all  repayments  and
     prepayments  of Advances and Reimbursement Amounts  and  all
     reductions in the LC Outstandings on such date.

          "PBGC"  means the Pension Benefit Guaranty  Corporation
     and  any  entity succeeding to any or all of  its  functions
     under ERISA.

          "Percentage"  means,  for any Lender  on  any  date  of
     determination,  the  percentage obtained  by  dividing  such
     Lender's  Commitment  on  such  day  by  the  total  of  the
     Commitments  on such date, and multiplying the  quotient  so
     obtained by 100%.

          "Person"  means an individual, partnership, corporation
     (including  a  business trust), joint stock company,  trust,
     unincorporated association, joint venture or  other  entity,
     or  a  government  or  any political subdivision  or  agency
     thereof.

          "Preferred  Equity"  shall mean any  stock,  shares  or
     other  ownership  interests in the issuer thereof  howsoever
     evidenced  (including, without limitation, limited liability
     company  membership  interests),  whether  with  or  without
     voting   rights,   that   is  entitled   to   dividends   or
     distributions   prior  to  the  payment  of   dividends   or
     distributions with respect to Common Equity.

          "Prepayment Event" means the occurrence of any event or
     the  existence  of  any  condition under  any  agreement  or
     instrument  relating to any Debt of a Significant Subsidiary
     that  is  outstanding  in a principal amount  in  excess  of
     $50,000,000  in  the  aggregate, which occurrence  or  event
     results  in  the  declaration of such  Debt  being  due  and
     payable,  or  required  to  be  prepaid  (other  than  by  a
     regularly  scheduled  required  prepayment),  prior  to  the
     stated maturity thereof.

          "Reference  Banks" means Citibank, ABN AMRO Bank  N.V.,
     BNP  Paribas,  JPMorgan Chase Bank and  The  Royal  Bank  of
     Scotland plc.

          "Register"    has    the    meaning    specified     in
     Section 8.07(c).

          "Reimbursement  Amount" has the  meaning  specified  in
     Section 2.03(c).

          "Relevant  Ratings" means the Senior  Debt  Ratings  of
     Entergy Arkansas, Entergy Gulf States, Entergy Louisiana  or
     Entergy  Mississippi  assigned  by  Moody's  and  S&P   that
     constitute the second lowest Senior Debt Ratings of all such
     Persons assigned by Moody's and S&P.

          "Reportable  Event" has the meaning  assigned  to  that
     term in Title IV of ERISA.

          "Request for Issuance" means a request made pursuant to
     Section 2.03(a) in the form of Exhibit A-3.

          "S&P"  means  Standard  & Poor's  Ratings  Services,  a
     division  of  The  McGraw-Hill  Companies,  Inc.,   or   any
     successor thereto.

          "SEC"  means the United States Securities and  Exchange
     Commission.

          "SEC    Order"    has   the   meaning   specified    in
     Section 3.01(a)(iii).

          "Senior  Debt  Rating" means, as  to  any  Person,  the
     rating assigned by Moody's or S&P to the senior secured long-
     term debt of such Person.

          "SERI"   means  Systems  Energy  Resources,  Inc.,   an
     Arkansas   corporation,  or  its  successors  and  permitted
     assigns.

          "Significant   Subsidiary"  means   Entergy   Arkansas,
     Entergy Gulf States, Entergy Louisiana, Entergy Mississippi,
     SERI and any other Domestic Regulated Utility Subsidiary  of
     the  Borrower:   (i)  the total assets  (after  intercompany
     eliminations) of which exceed 5% of the total assets of  the
     Borrower and its subsidiaries or (ii) the net worth of which
     exceeds 5% of the Consolidated Net Worth of the Borrower and
     its  subsidiaries, in each case as shown on the most  recent
     audited  consolidated balance sheet of the Borrower and  its
     subsidiaries.   In  no event shall "Significant  Subsidiary"
     include any Domestic Regulated Utility Subsidiary that as of
     March  31,  2005,  (i) had total assets (after  intercompany
     eliminations)  that were 5% or less of the total  assets  of
     the  Borrower and its subsidiaries as of such date  or  (ii)
     had  a net worth that was 5% or less of the Consolidated Net
     Worth of the Borrower and its subsidiaries as of such date.

          "SPC" has the meaning specified in Section 8.07(i).

          "Stock  Disposition" means, with respect to any Person,
     the  issuance,  sale, lease, transfer, conveyance  or  other
     disposition of (whether in one transaction or in a series of
     transactions)   any  Common  Equity  (or  stock   or   other
     instruments convertible into Common Equity) of such Person.

          "Support  Obligations" means any financial  obligation,
     contingent  or  otherwise,  of any  Person  guaranteeing  or
     otherwise  supporting any Debt or other  obligation  of  any
     other  Person in any manner, whether directly or indirectly,
     and  including, without limitation, any obligation  of  such
     Person,  direct  or  indirect, (i) to purchase  or  pay  (or
     advance or supply funds for the purchase or payment of) such
     Debt  or to purchase (or to advance or supply funds for  the
     purchase  of)  any security for the payment  of  such  Debt,
     (ii)  to  purchase property, securities or services for  the
     purpose of assuring the owner of such Debt of the payment of
     such   Debt,  (iii)  to  maintain  working  capital,  equity
     capital,   available  cash  or  other  financial   statement
     condition of the primary obligor so as to enable the primary
     obligor  to  pay  such Debt, (iv) to provide equity  capital
     under  or in respect of equity subscription arrangements  so
     as  to assure any Person with respect to the payment of such
     Debt  or  the  performance of such  obligation,  or  (v)  to
     provide  financial  support for the performance  of,  or  to
     arrange for the performance of, any non-monetary obligations
     or  non-funded debt payment obligations (including,  without
     limitation,  guaranties of payments under power purchase  or
     other similar arrangements) of the primary obligor.

          "Termination  Date"  means  the  earlier  to  occur  of
     (i) May 25, 2010, or, as to any Lender, such later date that
     may be established for such Lender pursuant to Section 2.18,
     and (ii) date of termination in whole of the Commitments and
     each LC Issuing Bank's obligation to issue Letters of Credit
     pursuant to Section 2.05 or Section 6.02 hereof.

          "Utilization Percentage" means, as of any time for  the
     determination thereof, the percentage obtained  by  dividing
     the   aggregate   Outstanding  Credits  by   the   aggregate
     Commitments then in effect.

     SECTION 1.02.  Computation of Time Periods.

     In this Agreement in the computation of periods of time from
a specified date to a later specified date, the word "from" means
"from  and  including" and the words "to" and "until" each  means
"to but excluding".

     SECTION 1.03.  Accounting Terms.

     All  accounting terms not specifically defined herein  shall
be  construed  in  accordance with generally accepted  accounting
principles  consistent with those applied in the  preparation  of
the financial statements referred to in Section 4.01(e) hereof.

     			   ARTICLE II

                AMOUNTS AND TERMS OF THE ADVANCES

     SECTION 2.01.  The Advances.

     Each  Lender  severally agrees, on the terms and  conditions
hereinafter  set forth, to make Advances to the Borrower  and  to
participate  in the reimbursement obligations of the Borrower  in
respect  of  Letters of Credit from time to time on any  Business
Day  during the period from the date hereof until the Termination
Date  with  respect  to  the Commitment  of  such  Lender  in  an
aggregate amount not to exceed at any time outstanding the amount
set opposite such Lender's name on Schedule II hereto or, if such
Lender has entered into any Assignment and Acceptance, set  forth
for  such Lender in the Register maintained by the Administrative
Agent  pursuant to Section 8.07(c), as such amount may be reduced
pursuant   to   Section   2.05(a)  or   increased   pursuant   to
Section  2.05(b)  (such Lender's "Commitment").   Each  Borrowing
shall  be  in  an amount not less than $5,000,000 or an  integral
multiple  of  $1,000,000 in excess thereof and shall  consist  of
Advances  of  the  same Type and, in the case of Eurodollar  Rate
Advances,  having the same Interest Period made or  Converted  on
the same day by the Lenders ratably according to their respective
Commitments.  Within the limits of each Lender's Commitment,  the
Borrower  may  from  time  to  time borrow,  prepay  pursuant  to
Section  2.11  and  reborrow under this Section  2.01;  provided,
however,  that at no time may the Outstanding Credits exceed  the
aggregate amount of the Commitments.

     SECTION 2.02.  Making the Advances.

     (a)  Each Borrowing shall be made on notice, given (i) in the
case  of  a  Borrowing comprising Eurodollar Rate  Advances,  not
later  than 11:00 A.M. (New York City time) on the third Business
Day  prior to the date of the proposed Borrowing, and (ii) in the
case of a Borrowing comprising Base Rate Advances, not later than
11:00  A.M.  (New  York City time) on the date  of  the  proposed
Borrowing,  by  the Borrower to the Administrative  Agent,  which
shall  give  to  each  Lender prompt notice thereof.   Each  such
notice  of  a  Borrowing  (a  "Notice  of  Borrowing")  shall  be
transmitted  by telecopier, telex or cable, confirmed immediately
in  writing,  in  substantially the form of Exhibit  A-1  hereto,
specifying  therein  the requested (A) date  of  such  Borrowing,
(B)  Type  of  Advances  to  be  made  in  connection  with  such
Borrowing, (C) aggregate amount of such Borrowing, and (D) in the
case  of a Borrowing comprising Eurodollar Rate Advances, initial
Interest Period for each such Advance.  Each Lender shall, before
(x)  12:00 noon (New York City time) on the date of any Borrowing
comprising Eurodollar Rate Advances, and (y) 1:00 P.M. (New  York
City  time)  on  the date of any Borrowing comprising  Base  Rate
Advances,  make  available  for the  account  of  its  Applicable
Lending  Office  to  the  Administrative  Agent  at  its  address
referred  to  in Section 8.02, in same day funds,  such  Lender's
ratable  portion  of  such Borrowing.  After  the  Administrative
Agent's  receipt  of  such  funds and  upon  fulfillment  of  the
applicable   conditions   set   forth   in   Article   III,   the
Administrative  Agent  will  make such  funds  available  to  the
Borrower at the Administrative Agent's aforesaid address.

     (b)  Each Notice of Borrowing shall be irrevocable and binding on
the  Borrower.  In the case of any Notice of Borrowing requesting
Eurodollar  Rate  Advances,  the Borrower  shall  indemnify  each
Lender  against any loss, cost or expense incurred by such Lender
as  a  result  of  any failure to fulfill on or before  the  date
specified  in  such  Notice of Borrowing for such  Borrowing  the
applicable  conditions  set  forth  in  Article  III,  including,
without limitation, any loss, cost or expense incurred by  reason
of  the  liquidation or reemployment of deposits or  other  funds
acquired  by such Lender to fund the Advance to be made  by  such
Lender  as part of such Borrowing when such Advance, as a  result
of such failure, is not made on such date.

     (c)  Unless the Administrative Agent shall have received notice
from a Lender prior to the date of any Borrowing that such Lender
will not make available to the Administrative Agent such Lender's
ratable  portion of such Borrowing, the Administrative Agent  may
assume  that such Lender has made such portion available  to  the
Administrative Agent on the date of such Borrowing in  accordance
with  subsection (a) of this Section 2.02 and the  Administrative
Agent  may,  in reliance upon such assumption, make available  to
the  Borrower on such date a corresponding amount.  If and to the
extent  that  such  Lender shall not have so  made  such  ratable
portion  available to the Administrative Agent, such  Lender  and
the Borrower (following the Administrative Agent's demand on such
Lender for the corresponding amount) severally agree to repay  to
the  Administrative Agent forthwith on demand such  corresponding
amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such
amount is repaid to the Administrative Agent, at (i) in the  case
of  the  Borrower, the interest rate applicable at  the  time  to
Advances made in connection with such Borrowing and (ii)  in  the
case  of  such  Lender, the Federal Funds Rate.  If  such  Lender
shall  repay  to  the  Administrative  Agent  such  corresponding
amount,  such  amount  so repaid shall constitute  such  Lender's
Advance as part of such Borrowing for purposes of this Agreement.

     (d)  The failure of any Lender to make the Advance to be made by
it as part of any Borrowing shall not relieve any other Lender of
its obligation, if any, hereunder to make its Advance on the date
of  such  Borrowing, but no Lender shall be responsible  for  the
failure  of  any other Lender to make the Advance to be  made  by
such other Lender on the date of any Borrowing.

     SECTION 2.03.  Letters of Credit.

     (a)  Subject to the terms and conditions hereof, each LC Issuing
Bank agrees to issue Letters of Credit from time to time for  the
account  of the Borrower (or the stated maturity thereof extended
or  terms  thereof  modified or amended) on  not  less  than  two
Business Days' prior notice thereof by delivery of a Request  for
Issuance  to  the  Administrative  Agent  (which  shall  promptly
distribute  copies thereof to the Lenders) and the applicable  LC
Issuing  Bank.  Each Request for Issuance shall specify  (i)  the
date  (which shall be a Business Day) of issuance of such  Letter
of  Credit  (or  the  date of effectiveness  of  such  extension,
modification  or  amendment) and the stated expiry  date  thereof
(which  shall  be no later than five Business Days prior  to  the
then-scheduled Termination Date), (ii) the proposed stated amount
of such Letter of Credit (which shall not be less than $100,000),
(iii)  the name and address of the beneficiary of such Letter  of
Credit  and (iv) a statement of drawing conditions applicable  to
such  Letter of Credit, and if such Request for Issuance  relates
to  an  amendment or modification of a Letter of Credit, it shall
be accompanied by the consent of the beneficiary of the Letter of
Credit  thereto.  Each Request for Issuance shall be  irrevocable
unless  modified or rescinded by the Borrower not less  than  one
day  prior  to  the proposed date of issuance (or  effectiveness)
specified  therein.  Not later than 12:00 noon  on  the  proposed
date of issuance (or effectiveness) specified in such Request for
Issuance,  and  upon  fulfillment of  the  applicable  conditions
precedent  and  the  other requirements  set  forth  herein,  the
applicable  LC  Issuing Bank shall issue  (or  extend,  amend  or
modify)  such  Letter of Credit and provide  notice  and  a  copy
thereof to the Administrative Agent, which shall promptly furnish
copies thereof to the Lenders.

    (b) No Letter of Credit shall be requested or issued hereunder
if, after the issuance thereof, the Outstanding Credits would
exceed the total Commitments scheduled to be in effect until the
Termination Date.  The Borrower will not request, and no LC
Issuing Bank will issue a Letter of Credit, if after the issuance
thereof, the LC Outstandings of such LC Issuing Bank would exceed
$2,000,000,000.

    (c) The Borrower hereby agrees to pay to the Administrative
Agent  for the account of the applicable LC Issuing Bank and,  if
they  shall  have  purchased participations in the  reimbursement
obligations of the Borrower pursuant to subsection (d) below, the
Lenders, on demand made by the applicable LC Issuing Bank to  the
Borrower,  on  and  after each date on which  the  applicable  LC
Issuing  Bank  shall pay any amount under any  Letter  of  Credit
issued by such LC Issuing Bank, a sum equal to the amount so paid
(the  "Reimbursement Amount") plus interest on the  Reimbursement
Amount  from  the  date  so paid by such LC  Issuing  Bank  until
repayment  to  such  LC  Issuing Bank in full  at  a  fluctuating
interest rate per annum equal to the interest rate applicable  to
Base  Rate  Advances plus, if any amount paid by such LC  Issuing
Bank  under a Letter of Credit is not reimbursed by the  Borrower
within  three  Business Days, 2%.  The Borrower may  satisfy  its
obligation  hereunder  to  repay  the  Reimbursement  Amount   by
requesting a Borrowing under Section 2.02 in the amount  of  such
Reimbursement Amount, and the proceeds of such Borrowing  may  be
applied  to  satisfy the Borrower's obligations to the applicable
LC Issuing Bank or the Lenders, as the case may be.

    (d)  If any LC Issuing Bank shall not have been reimbursed in
full for any payment made by such LC Issuing Bank under a Letter
of Credit issued by such LC Issuing Bank on the date of such
payment, such LC Issuing Bank shall give the Administrative Agent
and each Lender prompt notice thereof (an "LC Payment Notice") no
later than 12:00 noon on the Business Day immediately succeeding
the date of such payment by such LC Issuing Bank.  Each Lender
severally agrees to purchase a participation in the reimbursement
obligation of the Borrower to each LC Issuing Bank by paying to
the Administrative Agent for the account of the applicable LC
Issuing Bank an amount equal to such Lender's Percentage of such
unreimbursed amount paid by such LC Issuing Bank, plus interest
on such amount at a rate per annum equal to the Federal Funds
Rate from the date of the payment by the applicable LC Issuing
Bank to the date of payment to such LC Issuing Bank by such
Lender.  Each such payment by a Lender shall be made not later
than 3:00 P.M. on the later to occur of (i) the Business Day
immediately following the date of such payment by the applicable
LC Issuing Bank and (ii) the Business Day on which such Lender
shall have received an LC Payment Notice from the applicable LC
Issuing Bank.  Each Lender's obligation to make each such payment
to the Administrative Agent for the account of any LC Issuing
Bank shall be several and shall not be affected by the occurrence
or continuance of an Event of Default or the failure of any other
Lender to make any payment under this Section 2.03(d).  Each
Lender further agrees that each such payment shall be made
without any offset, abatement, withholding or reduction
whatsoever.

    (e)  The failure of any Lender to make any payment to the
Administrative Agent for the account of any LC Issuing Bank in
accordance with subsection (d) above shall not relieve any other
Lender of its obligation to make payment, but no Lender shall be
responsible for the failure of any other Lender.  If any Lender
(a "Non-Performing Lender") shall fail to make any payment to the
Administrative Agent for the account of any LC Issuing Bank in
accordance with subsection (d) above within five Business Days
after the LC Payment Notice relating thereto, then, for so long
as such failure shall continue, the applicable LC Issuing Bank
shall be deemed, for purposes of Section 8.01 and Article VI
hereof, to be a Lender owed a Borrowing in an amount equal to the
outstanding principal amount due and payable by such
Non-Performing Lender to the Administrative Agent for the account
of such LC Issuing Bank pursuant to subsection (d) above.  Any
Non-Performing Lender and the Borrower (without waiving any claim
against such Lender for such Lender's failure to purchase a
participation in the reimbursement obligations of the Borrower
under subsection (d) above) severally agree to pay to the
Administrative Agent for the account of the applicable LC Issuing
Bank forthwith on demand such amount, together with interest
thereon for each day from the date such Lender would have
purchased its participation had it complied with the requirements
of subsection (d) above until the date such amount is paid to the
Administrative Agent at (i) in the case of the Borrower, the
interest rate applicable at the time to Base Rate Advances and
(ii) in the case of such Lender, the Federal Funds Rate.

    (f)  The payment obligations of each Lender under Section 2.03(d)
and of the Borrower under this Agreement in respect of any
payment under any Letter of Credit by any LC Issuing Bank shall
be unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement under all
circumstances, including, without limitation, the following
circumstances:

          (i)  any lack of validity or enforceability of this Agreement,
     any other Loan Document or any other agreement or instrument
     relating thereto or to such Letter of Credit;

         (ii) any amendment or waiver of, or any consent to departure
     from, the terms of this Agreement or such Letter of Credit;

        (iii) the existence of any claim, set-off, defense or other
right which the Borrower may have at any time against any
beneficiary, or any transferee, of such Letter of Credit (or any
Persons for whom any such beneficiary or any such transferee may
be acting), the applicable LC Issuing Bank, or any other Person,
whether in connection with this Agreement, the transactions
contemplated hereby, thereby or by such Letter of Credit, or any
unrelated transaction;

        (iv) any statement or any other document presented under such
Letter of Credit reasonably proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect;

        (v)  payment in good faith by the applicable LC Issuing Bank
under the Letter of Credit issued by such LC Issuing Bank against
presentation of a draft or certificate that does not comply with
the terms of such Letter of Credit; or

       (vi) any other circumstance or happening whatsoever, whether or
not similar to any of the foregoing.

    (g) The Borrower assumes all risks of the acts and omissions of
any  beneficiary or transferee of any Letter of Credit.   Neither
the  LC  Issuing  Banks, the Lenders nor any of their  respective
officers,  directors, employees, agents or  Affiliates  shall  be
liable  or responsible for  (i) the use that may be made of  such
Letter  of Credit or any acts or omissions of any beneficiary  or
transferee  thereof in connection therewith; (ii)  the  validity,
sufficiency  or  genuineness of documents, or of any  endorsement
thereon, even if such documents should prove to be in any or  all
respects  invalid,  insufficient,  fraudulent  or  forged;  (iii)
payment  by any LC Issuing Bank against presentation of documents
that  do  not  comply with the terms of such  Letter  of  Credit,
including  failure  of  any documents to bear  any  reference  or
adequate  reference to such Letter of Credit; or (iv)  any  other
circumstances  whatsoever in making or failing  to  make  payment
under  such  Letter of Credit.  Notwithstanding any provision  to
the  contrary contained in this Agreement, the Borrower and  each
Lender  shall have the right to bring suit against any LC Issuing
Bank,  and  such LC Issuing Bank shall be liable to the  Borrower
and  any  Lender,  to  the extent of any direct,  as  opposed  to
consequential,  damages suffered by the Borrower or  such  Lender
which  the Borrower or such Lender proves were caused by such  LC
Issuing Bank's willful misconduct or gross negligence, including,
in  the  case  of  the Borrower, such LC Issuing  Bank's  willful
failure  to  make  timely payment under  such  Letter  of  Credit
following the presentation to it by the beneficiary thereof of  a
draft  and accompanying certificate(s) that strictly comply  with
the   terms  and  conditions  of  such  Letter  of  Credit.    In
furtherance  and  not  in limitation of the  foregoing,  each  LC
Issuing   Bank   may   accept  sight  drafts   and   accompanying
certificates presented under the Letter of Credit issued by  such
LC Issuing Bank that appear on their face to be in order, without
responsibility  for  further  investigation,  regardless  of  any
notice  or information to the contrary, and payment against  such
documents  shall  not  constitute  willful  misconduct  or  gross
negligence   by  such  LC  Issuing  Bank.   Notwithstanding   the
foregoing, no Lender shall be obligated to indemnify the Borrower
for damages caused by any LC Issuing Bank's willful misconduct or
gross negligence.

    (h)  The letters of credit listed in Schedule 2.03(h) shall be
deemed "Letters of Credit" upon fulfillment of the conditions
listed in Section 3.01.

     SECTION 2.04.  Fees.

    (a)  The Borrower agrees to pay to the Administrative Agent for
the  account  of each Lender a facility fee on the average  daily
amount  of such Lender's Commitment from the date hereof  in  the
case  of each Bank, and from the effective date specified in  the
Assignment and Acceptance pursuant to which it became  a  Lender,
in  the case of each other Lender, until the earlier to occur  of
the  Termination  Date  with respect to the  Commitment  of  such
Lender and, in the case of the termination in whole of a Lender's
Commitment   pursuant  to  Section  2.05,  the   date   of   such
termination,  payable  on  the last  day  of  each  March,  June,
September and December during such period, and on the Termination
Date  with respect to the Commitment of such Lender at  the  rate
per  annum set forth below in the columns identified as Level  1,
Level 2, Level 3, Level 4 and Level 5, determined by reference to
the Relevant Ratings:

           Level 1   Level 2   Level 3   Level 4  Level 5  Level 6
 __________________________________________________________________
           Relevant  Relevant  Relevant  Relevant Relevant Relevant
           Ratings   Ratings   Ratings   Ratings  Ratings  Ratings
           at least  Less      Less      Less     Less     below
   S&P     A+ or A1  than      than      than     than     BBB* and
                     Level 1   Level 2   Level 3  Level 4  Baa2*
   Moody's           but at    but at    but at   but at
                     least A   least A-  least    least
                     or A2     or A3     BBB+ or  BBB or
                                         Baa1     Baa2
__________________________________________________________________
 Rate Per
  Annum
__________________________________________________________________
 Facility
  Fee       0.900%   0.100%    0.125%    0.150%    0.175%   0.200%

                                                 *or unrated


Any  change in the facility fee will be effective as of the  date
on  which  S&P  or  Moody's, as the case may  be,  announces  the
applicable change in any Senior Debt Rating.

     (b)  The Borrower shall pay to the Administrative Agent for the
account of each Lender a fee (the "LC Fee") on the average  daily
amount of the sum of the undrawn stated amounts of all Letters of
Credit outstanding on each such day, from the date hereof in  the
case  of each Bank, and from the effective date specified in  the
Assignment and Acceptance pursuant to which it became  a  Lender,
in the case of each other Lender, until the later to occur of the
Termination  Date with respect to the Commitment of  such  Lender
and  the  date  on  which no Letters of Credit  are  outstanding,
payable  on  the  last  day of each March,  June,  September  and
December during such period and such later date, at a rate  equal
at all times to the Applicable Margin in effect from time to time
for  Eurodollar  Rate Advances.  In addition, the Borrower  shall
pay  to  the  LC  Issuing Banks such fees for  the  issuance  and
maintenance  of Letters of Credit and for drawings thereunder  as
may  be separately agreed between the Borrower and the LC Issuing
Banks.

     SECTION 2.05.  Adjustment of the Commitments.

     (a)   The Borrower shall have the right, upon at least three
Business  Days' notice to the Administrative Agent, to  terminate
in  whole  or reduce ratably in part the unused portions  of  the
respective Commitments of the Lenders; provided that each partial
reduction  shall be in the aggregate amount of $1,000,000  or  an
integral multiple thereof.  Once terminated, a Commitment may not
be reinstated.

     (b)  (i)  On any date on or prior to the Termination Date, the
Borrower may increase the aggregate amount of the Commitments  by
an amount not less than $5,000,000 and to an amount not to exceed
$2,500,000,000  (any such increase, a "Commitment  Increase")  by
designating either one or more of the existing Lenders or one  or
more  Affiliates thereof (each of which, in its sole  discretion,
may  determine whether and to what degree to participate in  such
Commitment  Increase)  or  one or more other  Eligible  Assignees
reasonably  acceptable to the Administrative Agent  that  at  the
time agree, in the case of any such Eligible Assignee that is  an
existing  Lender,  to  increase its  Commitment  (an  "Increasing
Lender")  and, in the case of any other Eligible Assignee  or  an
Affiliate of a Lender (an "Additional Lender"), to become a party
to  this  Agreement.  The sum of the increases in the Commitments
of  the  Increasing Lenders pursuant to this subsection (c)  plus
the  Commitments of the Additional Lenders upon giving effect  to
the  Commitment  Increase shall not in the aggregate  exceed  the
amount  of  the Commitment Increase.  The Borrower shall  provide
prompt  notice  of any proposed Commitment Increase  pursuant  to
this  Section  2.05(b) to the Administrative Agent,  which  shall
promptly provide a copy of such notice to the Lenders.

        (ii) Any Commitment Increase shall become effective upon (A) the
     receipt by the Administrative Agent of an agreement in form and
     substance satisfactory to the Administrative Agent signed by the
     Borrower, each Increasing Lender and each Additional Lender,
     setting forth the new Commitments of each such Lender and setting
     forth the agreement of each Additional Lender to become a party
     to this Agreement and to be bound by all the terms and provisions
     hereof binding upon each Lender, (B) the funding by each Lender
     of the Advance(s) to be made by each such Lender described in
     paragraph (iii) below and (C) receipt by the Administrative Agent
     of a certificate (the statements contained in which shall be
     true) of a duly authorized officer of the Borrower stating that
     both before and after giving effect to such Commitment Increase
     (1) no Event of Default and no Prepayment Event has occurred and
     is continuing and (2) all representations and warranties made by
     such Borrower in this Agreement are true and correct in  all
     material respects.

          (iii) Upon the effective date of any Commitment Increase, the
     Borrower shall prepay the outstanding Borrowings (if any) in
     full, and shall simultaneously make new Borrowings hereunder in
     an amount equal to such prepayment, so that, after giving effect
     thereto,  the Borrowings are held ratably by the Lenders  in
     accordance with their respective Commitments (after giving effect
     to  such Commitment Increase).  Prepayments made under  this
     paragraph (iii) shall not be subject to the notice requirements
     of Section 2.11.

          (iv) Notwithstanding any provision contained herein to the
     contrary, from and after the date of any Commitment Increase and
     the making of any Advances on such date pursuant to paragraph
     (iii) above, all calculations and payments of the facility fee
     and  of interest on the Advances shall take into account the
     actual  Commitment of each Lender and the  principal  amount
     outstanding of each Advance made by such Lender  during  the
     relevant period of time.

     SECTION 2.06.  Repayment of Advances.

     The  Borrower  shall  repay  the principal  amount  of  each
Advance made by each Lender and as Converted from time to time on
the  earlier  to  occur of (i) 364 days after  the  date  of  the
Borrowing  comprising such Advance and (ii) the Termination  Date
with respect to the Commitment of such Lender.

     SECTION 2.07.  Interest on Advances.

     The  Borrower  shall  pay interest on the  unpaid  principal
amount of each Advance made by each Lender from the date of  such
Advance until such principal amount shall be paid in full, at the
following rates per annum:

     (a)  Base Rate Advances.  If such Advance is a Base Rate Advance,
a  rate  per annum equal at all times to the Base Rate in  effect
from  time to time plus the Applicable Margin for such Base  Rate
Advance  in  effect from time to time, payable quarterly  on  the
last  day of each March, June, September and December and on  the
date such Base Rate Advance shall be Converted or paid in full.

     (b)  Eurodollar Rate Advances.  Subject to Section 2.08, if such
Advance  is a Eurodollar Rate Advance, a rate per annum equal  at
all  times during the Interest Period for such Advance to the sum
of  the  Eurodollar  Rate  for  such  Interest  Period  plus  the
Applicable Margin for such Eurodollar Rate Advance in effect from
time to time, payable on the last day of each Interest Period for
such Eurodollar Rate Advance and on the date such Eurodollar Rate
Advance  shall be Converted or paid in full and, if such Interest
Period has a duration of more than three months, on each day that
occurs  during such Interest Period every three months  from  the
first day of such Interest Period.

     SECTION 2.08.  Additional Interest on Eurodollar Rate Advances.

     The  Borrower  shall pay to each Lender,  so  long  as  such
Lender  shall  be  required under regulations  of  the  Board  of
Governors of the Federal Reserve System to maintain reserves with
respect  to  liabilities  or assets consisting  of  or  including
Eurocurrency  Liabilities,  additional  interest  on  the  unpaid
principal amount of each Eurodollar Rate Advance of such  Lender,
from the date of such Advance until such principal amount is paid
in  full, at an interest rate per annum equal at all times to the
remainder obtained by subtracting (i) the Eurodollar Rate for the
Interest  Period for such Advance from (ii) the rate obtained  by
dividing such Eurodollar Rate by a percentage equal to 100% minus
the  Eurodollar Rate Reserve Percentage of such Lender  for  such
Interest  Period,  payable  on each date  on  which  interest  is
payable  on  such  Advance.  Such additional  interest  shall  be
determined  by  such Lender and notified to the Borrower  through
the  Administrative  Agent,  and  such  determination  shall   be
conclusive and binding for all purposes, absent manifest error.

     SECTION 2.09.  Interest Rate Determination.

     (a)  Each Reference Bank agrees to furnish to the Administrative
Agent  timely  information for the purpose  of  determining  each
Eurodollar Rate.  If any one or more of the Reference Banks shall
not  furnish such timely information to the Administrative  Agent
for  the  purpose  of  determining any such  interest  rate,  the
Administrative Agent shall determine such interest  rate  on  the
basis  of timely information furnished by the remaining Reference
Banks.

     (b)  The Administrative Agent shall give prompt notice to the
Borrower  and  the  Lenders  of  the  applicable  interest   rate
determined   by   the  Administrative  Agent  for   purposes   of
Section  2.07(a)  and the applicable rate, if any,  furnished  by
each Reference Bank for the purpose of determining the applicable
interest rate under Section 2.07(b).

     (c)  If fewer than two Reference Banks furnish timely information
to  the Administrative Agent for determining the Eurodollar  Rate
for any Eurodollar Rate Advances,

          (i)  the Administrative Agent shall forthwith notify the Borrower
     and the Lenders that the interest rate cannot be determined for
     such Eurodollar Rate Advances,

         (ii)  each such Advance will automatically, on the last day of the
     then existing Interest Period therefor, Convert into a Base Rate
     Advance (or if such Advance is then a Base Rate Advance, will
     continue as a Base Rate Advance), and

        (iii)  the obligation of the Lenders to make, or to Convert
     Advances into Eurodollar Rate Advances shall be suspended until
     the  Administrative Agent shall notify the Borrower and  the
     Lenders that the circumstances causing such suspension no longer
     exist.

     (d)   If, with respect to any Eurodollar Rate Advances,  the
Majority  Lenders  notify  the  Administrative  Agent  that   the
Eurodollar  Rate for any Interest Period for such  Advances  will
not  adequately  reflect  the cost to such  Majority  Lenders  of
making,  funding or maintaining their respective Eurodollar  Rate
Advances for such Interest Period, the Administrative Agent shall
forthwith so notify the Borrower and the Lenders, whereupon

          (i)  each Eurodollar Rate Advance will automatically, on the last
     day of the then existing Interest Period therefor, Convert into a
     Base Rate Advance, and

         (ii)  the obligation of the Lenders to make, or to Convert
     Advances into, Eurodollar Rate Advances shall be suspended until
     the  Administrative Agent shall notify the Borrower and  the
     Lenders that the circumstances causing such suspension no longer
     exist.

     SECTION 2.10.  Conversion of Advances.

          (a)  Voluntary.  The Borrower may, upon notice given to the
     Administrative Agent not later than 11:00 A.M. (New York City
     time) on the third Business Day prior to the date of the proposed
     Conversion and subject to the provisions of Sections 2.09 and
     2.13, on any Business Day, Convert all Advances of one Type made
     in connection with the same Borrowing into Advances of another
     Type; provided, however, that any Conversion of, or with respect
     to, any Eurodollar Rate Advances into Advances of another Type
     shall be made on, and only on, the last day of an Interest Period
     for such Eurodollar Rate Advances, unless the Borrower shall also
     reimburse  the  Lenders  in  respect  thereof  pursuant   to
     Section 8.04(b) on the date of such Conversion.  Each such notice
     of  a  Conversion  (a "Notice of Conversion")  shall  be  by
     telecopier, telex or cable, confirmed immediately in writing, in
     substantially the form of Exhibit A-2 hereto, specifying therein
     (i)  the  date of such Conversion, (ii) the Advances  to  be
     Converted, and (iii) if such Conversion is into, or with respect
     to, Eurodollar Rate Advances, the duration of the Interest Period
     for each such Advance.

          (b)  Mandatory.  If a Borrower shall fail to select the Type of
     any  Advance or the duration of any Interest Period for  any
     Borrowing comprising Eurodollar Rate Advances in accordance with
     the provisions contained in the definition of "Interest Period"
     in  Section  1.01  and Section 2.10(a), or if  any  proposed
     Conversion of a Borrowing that is to comprise Eurodollar Rate
     Advances upon Conversion shall not occur as a result of  the
     circumstances   described  in  paragraph  (c)   below,   the
     Administrative Agent will forthwith so notify the Borrower and
     the Lenders, and such Advances will automatically, on the last
     day of the then existing Interest Period therefor, Convert into
     Base Rate Advances.

          (c)  Failure to Convert.  Each notice of Conversion given
     pursuant to subsection (a) above shall be irrevocable and binding
     on  the Borrower.  In the case of any Borrowing that  is  to
     comprise Eurodollar Rate Advances upon Conversion, the Borrower
     agrees to indemnify each Lender against any loss, cost or expense
     incurred by such Lender if, as a result of the failure of the
     Borrower to satisfy any condition to such Conversion (including,
     without limitation, the occurrence of any Prepayment Event or
     Event of Default, or any event that would constitute an Event of
     Default or a Prepayment Event with notice or lapse of time or
     both),  such  Conversion  does not  occur.   The  Borrower's
     obligations under this subsection (c) shall survive the repayment
     of all other amounts owing to the Lenders and the Administrative
     Agent  under  this  Agreement and  the  termination  of  the
     Commitments.

     SECTION 2.11.  Prepayments.

     The Borrower may, upon notice received by the Administrative
Agent  prior  to 11:00 A.M. (New York City time) on any  Business
Day,  with  respect to Base Rate Advances, and upon at least  two
Business  Days' notice to the Administrative Agent, with  respect
to  Eurodollar  Rate  Advances, stating  the  proposed  date  and
aggregate principal amount of the prepayment, and if such  notice
is  given  the  Borrower shall, prepay the outstanding  principal
amounts  of  the Advances made as part of the same  Borrowing  in
whole  or ratably in part, together with accrued interest to  the
date   of  such  prepayment  on  the  principal  amount  prepaid;
provided, however, that (i) each partial prepayment shall  be  in
an  aggregate  principal amount not less than $1,000,000  or  any
integral multiple of $100,000 in excess thereof and (ii)  in  the
case  of  any such prepayment of an Eurodollar Rate Advance,  the
Borrower  shall be obligated to reimburse the Lenders in  respect
thereof  pursuant  to  Section  8.04(b)  on  the  date  of   such
prepayment.

     SECTION 2.12.  Increased Costs.

     (a)  If, due to either (i) the introduction of or any change
(other  than  any  change  by way of imposition  or  increase  of
reserve  requirements  in the case of Eurodollar  Rate  Advances,
included in the Eurodollar Rate Reserve Percentage) in or in  the
interpretation  of any law or regulation or (ii)  the  compliance
with  any  guideline or request from any central  bank  or  other
governmental authority (whether or not having the force of  law),
there shall be any increase in the cost to any Lender of agreeing
to  make  or  making,  funding  or  maintaining  Eurodollar  Rate
Advances, then the Borrower shall from time to time, upon  demand
by  such Lender (with a copy of such demand to the Administrative
Agent),  pay to the Administrative Agent for the account of  such
Lender  additional amounts sufficient to compensate  such  Lender
for  such increased cost.  A certificate as to the amount of such
increased  cost, submitted to the Borrower and the Administrative
Agent  by  such Lender, shall be conclusive and binding  for  all
purposes, absent manifest error.

     (b)  If any Lender or LC Issuing Bank determines that compliance
with  any law or regulation or any guideline or request from  any
central  bank  or  other governmental authority (whether  or  not
having  the force of law) affects or would affect the  amount  of
capital  required or expected to be maintained by such Lender  or
LC  Issuing Bank or any corporation controlling such Lender or LC
Issuing Bank and that the amount of such capital is increased  by
or based upon the existence of such Lender's or LC Issuing Bank's
commitment to lend hereunder and other commitments of  this  type
(including such Lender's or LC Issuing Bank's commitment to  lend
hereunder) or the Advances, then, upon demand by such  Lender  or
LC Issuing Bank (with a copy of such demand to the Administrative
Agent),  the Borrower shall immediately pay to the Administrative
Agent  for  the account of such Lender or LC Issuing  Bank,  from
time  to  time  as specified by such Lender or LC  Issuing  Bank,
additional  amounts sufficient to compensate such  Lender  or  LC
Issuing   Bank  or  such  corporation  in  the  light   of   such
circumstances, to the extent that such Lender or LC Issuing  Bank
reasonably determines such increase in capital to be allocable to
the existence of such Lender's or LC Issuing Bank's commitment to
lend  hereunder or the Advances made by such Lender or LC Issuing
Bank.   A  certificate in reasonable detail as  to  such  amounts
submitted  to the Borrower and the Administrative Agent  by  such
Lender or LC Issuing Bank shall be conclusive and binding for all
purposes, absent manifest error.

     SECTION 2.13.  Illegality.

     Notwithstanding  any other provision of this  Agreement,  if
any  Lender  shall  notify  the  Administrative  Agent  that  the
introduction   of,   any  change  in  or  any   change   in   the
interpretation of any law or regulation makes it unlawful, or any
central bank or other governmental authority asserts that  it  is
unlawful,  for  any  Lender or its Eurodollar Lending  Office  to
perform  its  obligations  hereunder  to  make  Eurodollar   Rate
Advances   or  to  fund  or  maintain  Eurodollar  Rate  Advances
hereunder,  (i)  the obligation of the Lenders  to  make,  or  to
Convert   Advances  into,  Eurodollar  Rate  Advances  shall   be
suspended  until  the  Administrative  Agent  shall  notify   the
Borrower  and  the  Lenders that the circumstances  causing  such
suspension no longer exist and (ii) the Borrower shall  forthwith
prepay  in full all Eurodollar Rate Advances of all Lenders  then
outstanding, together with interest accrued thereon,  unless  the
Borrower,   within  five  Business  Days  of  notice   from   the
Administrative  Agent, Converts all Eurodollar Rate  Advances  of
all  Lenders  then outstanding into Advances of another  Type  in
accordance with Section 2.10.

     SECTION 2.14.  Payments and Computations.

     (a)  The Borrower shall make each payment hereunder not later
than  12:00 noon (New York City time) on the day when due in U.S.
dollars to the Administrative Agent at its address referred to in
Section  8.02 in same day funds.  The Administrative  Agent  will
promptly  thereafter cause to be distributed like funds  relating
to  the payment of principal or interest or facility fees ratably
(other  than  amounts payable pursuant to Section 2.02(c),  2.04,
2.08,  2.12, 2.15 or 8.04(b)) to the Lenders for the  account  of
their  respective  Applicable Lending  Offices,  and  like  funds
relating to the payment of any other amount payable to any Lender
or  LC  Issuing  Bank  to  such Lender for  the  account  of  its
Applicable Lending Office or to any LC Issuing Bank, in each case
to  be  applied  in accordance with the terms of this  Agreement.
Upon its acceptance of an Assignment and Acceptance and recording
of  the information contained therein in the Register pursuant to
Section  8.07(d), from and after the effective date specified  in
such  Assignment and Acceptance, the Administrative  Agent  shall
make  all  payments hereunder in respect of the interest assigned
thereby  to  the Lender assignee thereunder, and the  parties  to
such   Assignment  and  Acceptance  shall  make  all  appropriate
adjustments in such payments for periods prior to such  effective
date directly between themselves.

     (b)  The Borrower hereby authorizes each Lender, if and to the
extent  payment  owed  to  such  Lender  is  not  made  when  due
hereunder, to charge from time to time to the extent permitted by
law  against  any  or  all of the Borrower's accounts  with  such
Lender any amount so due.

     (c)  All computations of interest based on clause (i) of the
definition  of  "Base Rate" shall be made by  the  Administrative
Agent on the basis of a year of 365 or 366 days, as the case  may
be,  and  all  computations of interest based on  the  Eurodollar
Rate,  the LC Fee, the Federal Funds Rate or clause (ii)  of  the
definition of "Base Rate" and of facility fees shall be  made  by
the  Administrative  Agent,  and  all  computations  of  interest
pursuant to Section 2.08 shall be made by a Lender, on the  basis
of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in
the  period for which such interest or facility fees are payable.
Each  determination by the Administrative Agent (or, in the  case
of Section 2.08, by a Lender) of an interest rate hereunder shall
be  conclusive  and  binding  for all purposes,  absent  manifest
error.

     (d)  Whenever any payment hereunder shall be stated to be due on
a  day  other than a Business Day, such payment shall be made  on
the  next  succeeding Business Day, and such  extension  of  time
shall  in such case be included in the computation of payment  of
interest  or facility fee, as the case may be; provided, however,
if such extension would cause payment of interest on or principal
of  Eurodollar  Rate  Advances to be made in the  next  following
calendar  month, such payment shall be made on the next preceding
Business Day.

     (e)  Unless the Administrative Agent shall have received notice
from  the Borrower prior to the date on which any payment is  due
to  the  Lenders hereunder that the Borrower will not  make  such
payment  in  full, the Administrative Agent may assume  that  the
Borrower  has  made  such payment in full to  the  Administrative
Agent  on such date and the Administrative Agent may, in reliance
upon  such assumption, cause to be distributed to each Lender  on
such due date an amount equal to the amount then due such Lender.
If  and  to the extent that the Borrower shall not have  so  made
such  payment  in full to the Administrative Agent,  each  Lender
shall repay to the Administrative Agent forthwith on demand  such
amount distributed to such Lender together with interest thereon,
for  each  day from the date such amount is distributed  to  such
Lender  until  the  date such Lender repays such  amount  to  the
Administrative Agent, at the Federal Funds Rate.

    (f)  Notwithstanding anything to the contrary contained herein,
any Advance or other amount payable by the Borrower hereunder
that is not paid when due (whether at stated maturity, by
acceleration or otherwise), and all Advances at any time an Event
of Default shall have occurred and be continuing, shall (to the
fullest extent permitted by law) bear interest from the date when
due until paid in full at a rate per annum equal at all times, in
the case of each Advance, to the applicable interest rate in
effect from time to time for such Advance plus 2% per annum, and,
in the case of other amounts, to the Base Rate plus the
Applicable Margin for Base Rate Advances plus 2% per annum,
payable in each case upon demand.

     SECTION 2.15.  Taxes.

   (a)  Any and all payments by the Borrower hereunder shall be
made,  in  accordance with Section 2.14, free and  clear  of  and
without  deduction  for  any and all  present  or  future  taxes,
levies,  imposts,  deductions, charges or withholdings,  and  all
liabilities with respect thereto, excluding, in the case of  each
Lender,  such LC Issuing Bank and the Administrative  Agent,  net
income  taxes and franchise taxes imposed in lieu of  net  income
taxes  on  it  by the jurisdiction under the laws of  which  such
Lender, such LC Issuing Bank or the Administrative Agent (as  the
case  may  be) is organized or any political subdivision  thereof
and,  in  the case of each Lender, net income taxes and franchise
taxes  imposed  on  it  in  lieu  of  net  income  taxes  by  the
jurisdiction  of such Lender's Applicable Lending Office  or  any
political  subdivision  thereof  (all  such  non-excluded  taxes,
levies,   imposts,   deductions,   charges,   withholdings    and
liabilities  being hereinafter referred to as "Taxes").   If  the
Borrower shall be required by law to deduct any Taxes from or  in
respect  of  any  sum  payable hereunder to any  Lender,  any  LC
Issuing  Bank  or the Administrative Agent, (i) the  sum  payable
shall  be  increased  (unless and to  the  extent  that  (x)  the
Borrower  is  required to deduct such Taxes  because  any  Lender
fails  to comply with subsection (d) below or (y) such Taxes  are
imposed on amounts payable to such Lender at the time such Lender
becomes  a  party  to this Agreement, except to the  extent  such
Lender's  assignor,  if  any,  was  entitled  at  the   time   of
assignment,  to  receive  additional amounts  from  the  Borrower
pursuant  to  this Section 2.15(a)) as may be necessary  so  that
after   making  all  required  deductions  (including  deductions
applicable  to  additional sums payable under this Section  2.15)
such Lender, such LC Issuing Bank or the Administrative Agent (as
the  case  may be) receives an amount equal to the sum  it  would
have received had no such deductions been made, (ii) the Borrower
shall  make such deductions and (iii) the Borrower shall pay  the
full  amount deducted to the relevant taxation authority or other
authority in accordance with applicable law.  Whenever any  Taxes
are  payable by the Borrower, as promptly as possible thereafter,
the  Borrower shall send to the Administrative Agent a  certified
copy  of  the  original receipt received by the Borrower  showing
payment thereof.

   (b)  In addition, the Borrower agrees to pay any present  or
future stamp or documentary taxes or any other excise or property
taxes,  charges  or similar levies which arise from  any  payment
made  hereunder  or from the execution, delivery or  registration
of,  or  otherwise  with respect to, this Agreement  (hereinafter
referred to as "Other Taxes").

   (c)  The Borrower will indemnify each Lender, each LC Issuing
Bank and the Administrative Agent for the full amount of Taxes or
Other  Taxes (including, without limitation, any Taxes  or  Other
Taxes  imposed by any jurisdiction on amounts payable under  this
Section  2.15) paid by such Lender, such LC Issuing Bank  or  the
Administrative  Agent  (as the case may  be)  and  any  liability
(including penalties, interest and expenses) arising therefrom or
with  respect thereto, whether or not such Taxes or  Other  Taxes
were  correctly or legally asserted.  This indemnification  shall
be made within 30 days from the date such Lender, such LC Issuing
Bank  or  the  Administrative Agent (as the case  may  be)  makes
written demand therefor.  Nothing herein shall preclude the right
of the Borrower to contest any such Taxes or Other Taxes so paid,
and   the  Lenders  or  LC  Issuing  Banks  in  question  or  the
Administrative Agent (as the case may be) will, following  notice
from,  and at the expense of, the Borrower, take such actions  as
the  Borrower  may reasonably request to preserve the  Borrower's
rights to contest such Taxes or Other Taxes, and, within 60  days
following receipt of any refund of amounts with respect to  Taxes
or  Other Taxes for which such Lenders, such LC Issuing Banks  or
the  Administrative Agent were previously indemnified under  this
Section   2.15,  pay  to  the  Borrower  such  refunded   amounts
(including  any  interest paid by the relevant  taxing  authority
with  respect  to  such amounts) to the extent of  the  indemnity
payments  made  by  the  Borrower; provided,  however,  that  the
Borrower agrees to repay the amount paid over to the Borrower  if
such Lender, such LC Issuing Bank or the Administrative Agent  is
required to repay such refund.

   (d)  Prior to the date of the initial Borrowing in the case of
each  Bank,  prior  to the date of the initial  issuance  of  any
Letter  of  Credit,  and  on  the  date  of  the  Assignment  and
Acceptance  pursuant to which it became a Lender in the  case  of
each other Lender, and from time to time thereafter if reasonably
requested   by  the  Borrower,  an  LC  Issuing   Bank   or   the
Administrative Agent in writing, each Lender and each LC  Issuing
Bank  organized  under  the  laws of a jurisdiction  outside  the
United  States  shall provide the Administrative  Agent  and  the
Borrower  with  the  forms  prescribed by  the  Internal  Revenue
Service of the United States certifying that such Lender or  such
LC  Issuing Bank is exempt from or eligible for a reduced rate of
United  States  federal withholding taxes  with  respect  to  all
payments  to be made to such Lender hereunder or such LC  Issuing
Bank.   Each LC Issuing Bank and each Lender shall deliver  forms
pursuant  to  this  Section  2.15(d) showing  eligibility  for  a
reduced  rate  of United States federal withholding  tax,  rather
than a complete exemption therefrom, only as a result of a change
in  treaty,  law or regulation that occurs after  the  date  such
Lender or such LC Issuing Bank becomes a party to this Agreement;
provided,  however,  that a Lender whose assignor,  if  any,  was
entitled  at the time of assignment to a reduced rate  of  United
States  federal withholding tax, rather than a complete exemption
therefrom,  as a result of a change in treaty, law or  regulation
that occurred after the date such assignor became a party to this
Agreement shall be entitled to deliver a form showing eligibility
for  a  reduced rate of United States federal withholding tax  to
the  extent that such assignor was so entitled. If for any reason
during  the term of this Agreement, any Lender or any LC  Issuing
Bank becomes unable to submit the forms referred to above or  the
information  or representations contained therein are  no  longer
accurate in any material respect, such Lender or such LC  Issuing
Bank  shall  notify the Administrative Agent and the Borrower  in
writing   to   that   effect.   Unless  the  Borrower   and   the
Administrative  Agent  have received  forms  or  other  documents
satisfactory to them indicating that payments hereunder  are  not
subject  to  United States federal withholding tax, the  Borrower
or,  if  the  Borrower fails to do so, the Administrative  Agent,
shall  withhold  taxes  from  such  payments  at  the  applicable
statutory  rate in the case of payments to or for any  Lender  or
any  LC  Issuing Bank organized under the laws of a  jurisdiction
outside  the United States.  Notwithstanding any other  provision
of this paragraph, a Lender or an LC Issuing Bank organized under
the laws of a jurisdiction outside of the United States shall not
be  required  to  deliver any form that such Lender  or  such  LC
Issuing Bank is not legally able to deliver.

  (e)  Any Lender claiming any additional amounts payable pursuant
to this Section 2.15 shall use its reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions)
to change the jurisdiction of its Applicable Lending Office,
change its Applicable Lending Office to another office of the
Lender or take other actions customary or otherwise reasonable
under the circumstances if the making of such a change or the
taking of such actions would avoid the need for, or reduce the
amount of, any such additional amounts which may thereafter
accrue and would not, in the sole judgment of such Lender, cause
such Lender to suffer economic, legal or regulator disadvantage.
Nothing in this subsection 2.15(e) shall postpone any of the
obligations of the Borrower pursuant to Section 2.15.

(f)  Without prejudice to the survival of any other agreement of
the Borrower hereunder, the agreements and obligations of the
Borrower contained in this Section 2.15 shall survive the payment
in full of principal and interest hereunder.

     SECTION 2.16.  Sharing of Payments, Etc.

     If  any  Lender shall obtain any payment (whether voluntary,
involuntary,  through the exercise of any right  of  set-off,  or
otherwise)  on  account of the Advances made by  it  (other  than
pursuant to Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or,  on
account of the Borrower's reimbursement obligations in respect of
LC  Outstandings in excess of its ratable share  of  payments  on
account  of  the  Advances or on account  of  such  reimbursement
obligations  obtained  by  all the  Lenders,  such  Lender  shall
forthwith purchase from the other Lenders such participations  in
the  Advances made by them and such reimbursement obligations  as
shall  be necessary to cause such purchasing Lender to share  the
excess payment ratably with each of them, provided, however, that
if  all  or  any  portion  of such excess payment  is  thereafter
recovered  from such purchasing Lender, such purchase  from  each
Lender  shall  be rescinded and such Lender shall  repay  to  the
purchasing  Lender  the  purchase price to  the  extent  of  such
recovery  together with an amount equal to such Lender's  ratable
share  (according  to the proportion of (i) the  amount  of  such
Lender's required repayment to (ii) the total amount so recovered
from  the purchasing Lender) of any interest or other amount paid
or  payable  by  the purchasing Lender in respect  of  the  total
amount  so  recovered.  The Borrower agrees that  any  Lender  so
purchasing a participation from another Lender pursuant  to  this
Section  2.16  may,  to  the  fullest extent  permitted  by  law,
exercise all its rights of payment (including the right  of  set-
off)  with  respect to such participation as  fully  as  if  such
Lender were the direct creditor of the Borrower in the amount  of
such participation.

     SECTION 2.17.  Noteless Agreement; Evidence of Indebtedness.

     (a)  Each Lender shall maintain in accordance with its usual
practice  an  account or accounts evidencing the indebtedness  of
the  Borrower to such Lender resulting from each Advance made  by
such Lender from time to time, including the amounts of principal
and  interest payable and paid to such Lender from time  to  time
hereunder.

     (b)  The Administrative Agent shall also maintain accounts in
which  it  will  record  (i)  the amount  of  each  Advance  made
hereunder, the Type thereof and the Interest Period (if any) with
respect thereto, (ii) the amount of any principal or interest due
and  payable  or to become due and payable from the  Borrower  to
each  Lender hereunder, and (iii) the amount of any sum  received
by  the Administrative Agent hereunder from the Borrower and each
Lender's share thereof.

     (c)  The entries maintained in the accounts maintained pursuant
to subsections (a) and (b) above shall be prima facie evidence of
the  existence  and amounts of the obligations therein  recorded;
provided,  however, that the failure of the Administrative  Agent
or  any  Lender  to maintain such accounts or any  error  therein
shall not in any manner affect the obligation of the Borrower  to
repay such obligations in accordance with their terms.

     (d)  Any Lender may request that its Advances be evidenced by one
or  more  promissory  notes.  In such event, the  Borrower  shall
prepare,  execute  and  deliver  to  such  Lender  one  or   more
promissory  notes payable to the order of such Lender  and  in  a
form  acceptable  to  the Borrower and the Administrative  Agent.
Thereafter,  the Advances evidenced by such note(s) and  interest
thereon  shall  at  all  times (including  after  any  assignment
pursuant  to  Section  8.07) be represented  by  notes  from  the
Borrower, payable to the order of the payee named therein or  any
assignee pursuant to Section 8.07, except to the extent that  any
such  Lender or assignee subsequently returns any such notes  for
cancellation  and  requests that such Borrowings  once  again  be
evidenced as in subsections (a) and (b) above.

     SECTION 2.18.  Extension of Termination Date.

     (a)  So long as no Event of Default and no Prepayment Event has
occurred and is continuing, the Borrower may, at least 30 but not
more  than  60 days prior to each anniversary of the date  hereof
(the "Extension Notice Date"), by delivering a written request to
the   Administrative  Agent  (such  request  being  irrevocable),
request that each Lender extend for one year the Termination Date
with  respect  to  such Lender's Commitment.  The  Administrative
Agent  shall,  upon its receipt of such request, promptly  notify
each Lender thereof, and request that each Lender promptly advise
the  Administrative Agent of its approval or  rejection  of  such
request.   The  Borrower may exercise its  right  to  request  an
extension  of the Termination Date under this Section  2.18  once
per year no more than five times.

     (b)  Upon receipt of such notification from the Administrative
Agent,  each  Lender may (but shall not be required to),  in  its
sole  and  absolute discretion, agree to extend  the  Termination
Date  with  respect to its Commitment and any of its  outstanding
Advances for a period of one year, and shall (should it determine
to  do  so), no earlier than 30 days (but in any event  no  later
than  20  days  prior  to  the then-scheduled  Termination  Date)
following   its   receipt  of  such  notification,   notify   the
Administrative Agent in writing of its consent to  such  request.
If  any Lender shall not so notify the Administrative Agent, such
Lender  shall  be deemed not to have consented to  such  request.
The  Administrative Agent shall thereupon notify the Borrower  no
later  than 15 days prior to the then-scheduled Termination  Date
as to the Lenders, if any, that have consented to such request.

    (c)  If Lenders holding Commitments aggregating more than 50% of
the Commitments then in effect agree to such request, the
Commitment of each Lender that consents to such request shall be
extended for a period of one year, commencing on the then-
scheduled Termination Date; subject, however, to the condition
precedent that, on or prior to the date of such extension, the
Administrative Agent shall have received the following, each
dated such date and in form and substance satisfactory to the
Administrative Agent: (i) a certificate of a duly authorized
officer of the Borrower to the effect that as of the date of
extension of the Termination Date (A) no event has occurred and
is continuing, or would result from the extension of the
Termination Date, that constitutes an Event of Default or would,
with the giving of notice or the lapse of time, or both,
constitute an Event of Default and (B) the representations and
warranties contained in Section 4.01 are correct in all material
respects on and as of the date of extension of the Termination
Date, before and after giving effect to such extension, as though
made on and as of such date, (ii) certified copies of the
resolutions of the Board of Directors of the Borrower authorizing
such extension and the performance of this Agreement on and after
the date of extension of the Termination Date, and of all
documents evidencing other necessary corporate action and
governmental and regulatory approvals with respect to this
Agreement and such extension of the Termination Date and (iii) an
opinion of the counsel of the Borrower, as to such matters
related to the foregoing as the Administrative Agent or the
Lenders through the Administrative Agent may reasonably request.
Subject to subsection (d) below, the Commitment of any Lender
electing not to extend (or failing to notify the Administrative
Agent in writing of its consent to extend) the Termination Date
shall automatically terminate on the then-scheduled Termination
Date (without regard to any extension by any other Lender).

   (d)  In the event that any Lender (a "Nonconsenting Lender")
shall not consent (or shall be deemed not to have consented) to
an extension request of the Borrower made pursuant to subsection
(a) above, the Borrower will have the right to substitute other
financial institutions reasonably acceptable to the
Administrative Agent and the LC Issuing Banks for any
Nonconsenting Lender (provided that the other Lenders shall have
the right to increase their Commitments ratably according to the
amount of their Commitments relative to the other Commitments
that are to be extended up to the amount of the Commitment of
such Nonconsenting Lender before the Borrower shall be permitted
to substitute any other financial institution for such
Nonconsenting Lender) by causing any Nonconsenting Lender to
assign its Commitment pursuant to Section 8.07 hereof, provided,
however, that the parties to any such assignment shall not be
required to pay the processing and recordation fee otherwise
payable under Section 8.07(a)(iv), and provided, further that
such Nonconsenting Lender shall, prior to the effectiveness of
any such assignment, be paid in full all amounts due to it
hereunder.

   (e)  Upon the extension of the Termination Date in accordance
with this Section 2.18, the Administrative Agent shall deliver to
each Lender a revised Schedule II setting forth the Commitment of
each  Lender  after  giving effect to such  extension,  and  such
Schedule  II shall replace the Schedule II in effect  before  the
extension of the then applicable Termination Date.

  (f)  In the event that any Lender shall not have consented to a
request made by the Borrower under this Section 2.18 to extend
the Termination Date, then, on the date of any termination or
reduction of the Commitment pursuant to this Section 2.18, the
Borrower shall pay or prepay to such Lender the aggregate
outstanding principal amount of all Advances of such Lender with
respect to such termination or reduction of its Commitment,
together with accrued interest to the date of such prepayment on
the principal amount prepaid and all other fees and other amounts
due and payable to such Lender hereunder.  In the case of any
such prepayment of a Eurodollar Rate Advance, the Borrower shall
be obligated to reimburse each such Lender in respect thereof
pursuant to Section 8.04(b).

                           ARTICLE III
               CONDITIONS OF EXTENSIONS OF CREDIT

     SECTION 3.01.  Conditions Precedent to Initial Extensions of
Credit.

     The  obligation  of each Lender to make its initial  Advance
and of each LC Issuing Bank to issue the initial Letter of Credit
is subject to the conditions precedent that on or before the date
of such Advance:

     (a)  The Administrative Agent shall have received the following,
each  dated  the  same date (except for the financial  statements
referred  to  in  paragraph (iv) below), in  form  and  substance
satisfactory  to  the Administrative Agent and  (except  for  the
notes  described in paragraph (i)) with one copy for each  Lender
and each LC Issuing Bank:

          (i)  A promissory note payable to the order of each Lender that
     requests one pursuant to Section 2.17;

          (ii) Certified copies of the resolutions of the Board of
     Directors of the Borrower approving this Agreement, and of all
     documents  evidencing other necessary corporate action  with
     respect to this Agreement;

          (iii)     A certificate of the Secretary or an Assistant
     Secretary of the Borrower certifying (A) the names and  true
     signatures of the officers of the Borrower authorized to sign
     this Agreement and the other documents to be delivered hereunder;
     (B) that attached thereto are true and correct copies of the
     Certificate of Incorporation and the By Laws of the Borrower, in
     each case in effect on such date; and (C) that attached thereto
     are true and correct copies of all governmental and regulatory
     authorizations and approvals required for the due execution,
     delivery and performance of this Agreement, including, without
     limitation, a copy of the order dated June 30, 2004 (File No. 70-
     10202) of the SEC under the Public Utility Holding Company Act of
     1935 authorizing the Borrower to obtain Extensions of Credit
     through June 30, 2007 and to execute, deliver and perform this
     Agreement (the "SEC Order");

          (iv) Copies of the consolidated balance sheets of the Borrower
     and its subsidiaries as of December 31, 2004, and the related
     consolidated statements of income, retained earnings and cash
     flows of the Borrower and its subsidiaries for the fiscal year
     then ended, and copies of the consolidated financial statements
     of the Borrower and its subsidiaries as of March 31, 2005, in
     each case certified by a duly authorized officer of the Borrower
     as having been prepared in accordance with generally accepted
     accounting principles consistently applied;

          (v)  A favorable opinion of counsel for the Borrower, acceptable
     to  the  Administrative Agent, substantially in the form  of
     Exhibit C hereto and as to such other matters as any  Lender
     through the Administrative Agent may reasonably request; and

          (vi) A favorable opinion of King & Spalding LLP, special New York
     counsel for the Administrative Agent, substantially in the form
     of Exhibit D hereto.

     (b)   The Administrative Agent shall have received the  fees
payable pursuant to the Fee Letter.

     (c)  The commitments of the lenders under the Existing Credit
Agreements shall have been terminated, and the obligations of the
Borrower  under  the Existing Credit Agreements to  such  lenders
shall have been paid in full.

     SECTION 3.02.  Conditions Precedent to Each Extension of Credit.

     The  obligation  of each Lender to make an  Advance  on  the
occasion of each Borrowing (including the initial Borrowing)  and
of  each  LC Issuing Bank to issue any Letter of Credit shall  be
subject  to the further conditions precedent that on the date  of
such Borrowing:

     (a)  the following statements shall be true (and each of the
giving  of  the  applicable  Notice  of  Borrowing,  Request  for
Issuance  or  Notice  of  Conversion and the  acceptance  by  the
Borrower of any proceeds of a Borrowing or the issuance  of  such
Letter  of Credit shall constitute a representation and  warranty
by  the Borrower that on the date of such Extension of Credit  or
Conversion, as applicable, such statements are true):

          (i)  The representations and warranties contained in Section 4.01
     (excluding those contained in subsections (e) and (f) thereof
     with respect to each Extension of Credit requested after the
     initial Extension of Credit) are correct on and as of the date of
     such Extension of Credit, before and after giving effect to such
     Extension  of Credit and to the application of the  proceeds
     therefrom, as though made on and as of such date; and

          (ii) No event has occurred and is continuing, or would result
     from such Extension of Credit or from the application of the
     proceeds therefrom or the issuance or amendment of any Letter of
     Credit in connection therewith, that constitutes a Prepayment
     Event or an Event of Default or would constitute a Prepayment
     Event or an Event of Default with notice or lapse of time or
     both.

     (b)  The Administrative Agent shall have received such other
approvals, opinions or documents with respect to the truth of the
foregoing  statements  (i) and (ii) as  any  Lender  through  the
Administrative Agent may reasonably request.

     (c)   Each  Letter of Credit shall be in form and  substance
acceptable to the LC Issuing Bank issuing such Letter of Credit.

     SECTION 3.03.  Conditions Precedent to Extensions of Credit After
June 30, 2007.

     At  any  time  after June 30, 2007, the obligation  of  each
Lender to make an Advance as part of any Borrowing (including the
initial  Borrowing)  that would increase the aggregate  principal
amount  of Advances outstanding hereunder, and the obligation  of
each LC Issuing Bank to issue, amend, extend or renew a Letter of
Credit (including the initial Letter of Credit), shall be subject
to  the further conditions precedent that on or prior to the date
of  such Extension of Credit the Administrative Agent shall  have
received  the following, each dated the same date,  in  form  and
substance satisfactory to the Administrative Agent and  with  one
copy for each LC Issuing Bank and each Lender:

          (i)  A certificate of the Secretary or an Assistant Secretary
     of the  Borrower certifying that attached thereto is a true and
     correct copy of the New SEC Order and the Declaration on Form U-1
     and amendments and exhibits thereto in the SEC file or files
     related thereto and that such order and declaration have been
     issued or filed and are in full force and effect; and

         (ii) An opinion of Thelen Reid & Priest LLP, special counsel
     for the Borrower, to the effect that no Governmental Action is
     or will be required in connection with the performance by the
     Borrower, or the consummation by the Borrower of the transactions
     contemplated by this Agreement other than the New SEC Order,
     which has been duly issued and is in full force and effect.

                      ARTICLE IV
                 REPRESENTATIONS AND WARRANTIES

     SECTION 4.01.  Representations and Warranties of the Borrower.

     The Borrower represents and warrants as follows:

     (a)   The  Borrower is a corporation duly organized, validly
existing  and in good standing under the laws of the jurisdiction
of  its incorporation and is duly qualified to do business  as  a
foreign  corporation in each jurisdiction in which the nature  of
the  business conducted or the property owned, operated or leased
by  it  requires such qualification, except where failure  to  so
qualify  would  not  materially adversely  affect  its  condition
(financial  or  otherwise), operations, business, properties,  or
prospects.

     (b)  The execution, delivery and performance by the Borrower of
this  Agreement are within the Borrower's corporate powers,  have
been duly authorized by all necessary corporate action and do not
contravene  (i)  the  Borrower's charter  or  by-laws,  (ii)  law
applicable  to  the  Borrower or its  properties,  or  (iii)  any
contractual  or  legal restriction binding on  or  affecting  the
Borrower or its properties.

     (c)  No authorization or approval or other action by, and no
notice   to  or  filing  with,  any  governmental  authority   or
regulatory  body (i) is required for the due execution,  delivery
and  performance  by  the Borrower of this  Agreement,  including
obtaining  any Extensions of Credit under this Agreement,  except
for the following (each of which has been duly filed or obtained,
and is final and in full force and effect): (A) the filing of the
Declaration  on Form U-1 and amendments and exhibits  thereto  in
File  No.  70-10202 and (B) the SEC Order; and (ii)  is  required
after  June 30, 2007 for the performance by the Borrower of  this
Agreement,  including obtaining any Extensions  of  Credit  under
this  Agreement, except for the following: (A) the  filing  of  a
Declaration  on Form U-1 and amendments and exhibits thereto,  or
the  filing of amendments to File No. 70-10202, to request, among
other things, that the term of the SEC Order be extended from  at
least  June  30, 2007 to May 25, 2010, or such later  Termination
Date  as  extended pursuant to Section 2.18 and (B) the  New  SEC
Order.

     (d)  This Agreement is the legal, valid and binding obligation of
the  Borrower enforceable against the Borrower in accordance with
its  terms,  subject,  however,  to  any  applicable  bankruptcy,
reorganization,   rearrangement,  moratorium  or   similar   laws
affecting  generally  the enforcement of  creditors'  rights  and
remedies  and  to  general principles of  equity  (regardless  of
whether enforceability is considered in a proceeding in equity or
at law).

     (e)  The consolidated financial statements of the Borrower and
its  subsidiaries as of December 31, 2004 and for the year  ended
on  such  date, as set forth in the Borrower's Annual  Report  on
Form  10-K for the fiscal year ended on such date, as filed  with
the  SEC, accompanied by an opinion of Deloitte & Touche LLP, and
the  consolidated  financial statements of the Borrower  and  its
subsidiaries as of March 31, 2005 and for the fiscal period ended
on  such  date  set forth in the Borrower's Quarterly  Report  on
Form  10-Q  for the fiscal quarter ended on such date,  as  filed
with the SEC, copies of each of which have been furnished to each
Bank,  fairly  present (subject, in the case of  such  statements
dated  March  31, 2005, to year-end adjustments) the consolidated
financial  condition of the Borrower and its subsidiaries  as  at
such dates and the consolidated results of the operations of  the
Borrower  and  its  subsidiaries for the periods  ended  on  such
dates,   in   accordance  with  generally   accepted   accounting
principles  consistently applied.  Except  as  disclosed  in  the
Borrower's  Quarterly Report on Form 10-Q for the  fiscal  period
ended March 31, 2005, since December 31, 2004, there has been  no
material  adverse change in the financial condition or operations
of the Borrower.

     (f)  Except as disclosed in the Borrower's Annual Report  on
Form  10-K for the fiscal year ended December 31, 2004,  and  the
Borrower's  Quarterly Report on Form 10-Q for  the  period  ended
March  31,  2005,  there is no pending or  threatened  action  or
proceeding  affecting  the Borrower or any  of  its  subsidiaries
before  any  court,  governmental agency or arbitrator  that,  if
determined  adversely, could reasonably be  expected  to  have  a
material   adverse  effect  upon  the  condition  (financial   or
otherwise), operations, business, properties or prospects of  the
Borrower or on its ability to perform its obligations under  this
Agreement,  or  that  purports to affect the legality,  validity,
binding  effect or enforceability of this Agreement.   There  has
been no change in any matter disclosed in such filings that could
reasonably  be  expected  to result in such  a  material  adverse
effect.

     (g)  No event has occurred and is continuing that constitutes a
Prepayment  Event or an Event of Default or that would constitute
a Prepayment Event or an Event of Default but for the requirement
that notice be given or time elapse or both.

     (h)  The Borrower is not engaged in the business of extending
credit  for  the purpose of purchasing or carrying  margin  stock
(within  the  meaning  of Regulation U issued  by  the  Board  of
Governors of the Federal Reserve System), and not more  than  25%
of  the  value of the assets of the Borrower and its subsidiaries
subject to the restrictions of Section 5.02(a), (c) or (d) is, on
the  date hereof, represented by margin stock (within the meaning
of  Regulation U issued by the Board of Governors of the  Federal
Reserve System).

     (i)  The Borrower is not an "investment company" or a company
"controlled" by an "investment company" within the meaning of the
Investment  Company Act of 1940, as amended,  or  an  "investment
advisor"  within  the meaning of the Investment  Company  Act  of
1940,  as amended.  The Borrower is a "holding company"  as  that
term  is  defined in, and is registered under, the Public Utility
Holding Company Act of 1935.

     (j)  No ERISA Termination Event has occurred, or is reasonably
expected  to  occur,  with respect to any  ERISA  Plan  that  may
materially  and  adversely  affect the  condition  (financial  or
otherwise), operations, business, properties or prospects of  the
Borrower and its subsidiaries, taken as a whole.

     (k)  Schedule B (Actuarial Information) to the most recent annual
report (Form 5500 Series) with respect to each ERISA Plan, copies
of  which  have been filed with the Internal Revenue Service  and
furnished  to  the  Banks, is complete and  accurate  and  fairly
presents  the  funding status of such ERISA Plan, and  since  the
date of such Schedule B there has been no material adverse change
in such funding status.

     (l)   The Borrower has not incurred, and does not reasonably
expect  to  incur, any withdrawal liability under  ERISA  to  any
Multiemployer Plan.

                            ARTICLE V
                    COVENANTS OF THE BORROWER

     SECTION 5.01.  Affirmative Covenants.

     So  long  as  any  amount payable by the Borrower  hereunder
shall  remain  unpaid or any Lender shall have any Commitment  or
any  Letter  of  Credit shall remain outstanding  hereunder,  the
Borrower  will,  unless  the  Majority  Lenders  shall  otherwise
consent in writing:

     (a)  Keep Books; Corporate Existence; Maintenance of Properties;
Compliance with Laws; Insurance; Taxes; Inspection Rights.

          (i)  keep proper books of record and account, all in accordance
     with generally accepted accounting principles;

         (ii)  except as otherwise permitted by Section 5.02(c), preserve
and keep in full force and effect its existence and preserve and
keep in full force and effect its licenses, rights and franchises
to the extent necessary to carry on its business;

        (iii)  maintain and keep, or cause to be maintained and kept,
its properties in good repair, working order and condition, and
from time to time make or cause to be made all needful and proper
repairs, renewals, replacements and improvements, in each case to
the extent such properties are not obsolete and not necessary to
carry on its business;

         (iv)  comply in all material respects with all applicable
laws, rules, regulations and orders, such compliance to include,
without limitation, paying before the same become delinquent all
taxes, assessments and governmental charges imposed upon it or
its property, except to the extent being contested in good faith
by appropriate proceedings, and compliance with ERISA and
Environmental Laws;

         (v)  maintain insurance with responsible and reputable
insurance companies or associations or through its own program of
self-insurance in such amounts and covering such risks as is usually
carried by companies engaged in similar businesses and owning
similar properties in the same general areas in which it operates
and furnish to the Administrative Agent, within a reasonable time
after written request therefor, such information as to the
insurance carried as any Lender, through the Administrative
Agent, may reasonably request;

        (vi)  pay and discharge its obligations and liabilities
in the ordinary course of business, except to the extent that such
obligations and liabilities are being contested in good faith by
appropriate proceedings; and

      (vii)   from time to time upon reasonable notice, permit or
arrange for the Administrative Agent, the LC Issuing Banks, the
Lenders and their respective agents and representatives to
inspect the records and books of account of the Borrower and its
subsidiaries during regular business hours.

   (b)  Use of Proceeds.  The Borrower may use the proceeds
of the Borrowings  and the Letters of Credit for only general
corporate purposes  including  (i) financing, in part, investments
by and capital  expenditures  of  the  Borrower  and  its  subsidiaries,
(ii)  subject  to  the terms and conditions  of  this  Agreement,
repurchases of common stock of the Borrower and/or investments in
nonregulated  and/or  nonutility businesses and  (iii)  financing
working   capital   requirements  of   the   Borrower   and   its
subsidiaries.

  (c)  Reporting Requirements.  Furnish to the Lenders:

        (i)  as soon as available and in any event within 60 days after
     the end of each of the first three quarters of each fiscal year
     of the Borrower, (A) consolidated balance sheets of the Borrower
     and  its subsidiaries as of the end of such quarter and  (B)
     consolidated statements of income and retained earnings of the
     Borrower and its subsidiaries for the period commencing at the
     end of the previous fiscal year and ending with the end of such
     quarter, each certified by a duly authorized officer of  the
     Borrower as having been prepared in accordance with generally
     accepted accounting principles, consistently applied;

       (ii)  as soon as available and in any event within 120 days after
     the end of each fiscal year of the Borrower, a copy of the annual
     report  for such year for the Borrower and its subsidiaries,
     containing consolidated financial statements for  such  year
     certified without qualification by Deloitte & Touche LLP (or such
     other  nationally recognized public accounting firm  as  the
     Administrative Agent may approve), and certified by  a  duly
     authorized officer of the Borrower as having been prepared in
     accordance  with  generally accepted accounting  principles,
     consistently applied;

      (iii)  as soon as available and in any event within 60 days
     after the end of each of the first three quarters of each fiscal
     year of the Borrower and within 120 days after the end of the
     fiscal year of the Borrower, a certificate of a duly authorized
     officer of the Borrower, stating that no Prepayment Event or
     Event  of Default has occurred and is continuing,  or  if  a
     Prepayment Event or an Event of Default has occurred and  is
     continuing, a statement setting forth details of such Prepayment
     Event or Event of Default, as the case may be, and the action
     that the Borrower has taken and proposes to take with respect
     thereto;

       (iv) as soon as possible and in any event within five days after
     the Borrower has knowledge of the occurrence of each Prepayment
     Event, Event of Default and each event that, with the giving of
     notice or lapse of time or both, would constitute a Prepayment
     Event or an Event of Default, continuing on the date of such
     statement, a statement of the duly authorized officer of the
     Borrower setting forth details of such Prepayment Event or Event
     of Default or event, as the case may be, and the actions that the
     Borrower has taken and proposes to take with respect thereto;

        (v)  as soon as possible and in any event within five days after
     the  Borrower  receives notice of the  commencement  of  any
     litigation  against,  or  any  arbitration,  administrative,
     governmental or regulatory proceeding involving, the Borrower or
     any of its subsidiaries, that, if adversely determined, could
     reasonably be expected to have a material adverse effect on the
     condition  (financial  or otherwise), operations,  business,
     properties  or  prospects of the Borrower,  notice  of  such
     litigation  describing in reasonable detail  the  facts  and
     circumstances concerning such litigation and the Borrower's or
     such subsidiary's proposed actions in connection therewith;

       (vi)  promptly after the sending or filing thereof, copies of all
     reports that the Borrower sends to any of its securities holders,
     and copies of all reports and registration statements which the
     Borrower files with the SEC or any national securities exchange
     pursuant to the Securities Act of 1933 or the Exchange Act, and
     of all certificates pursuant to Rule 24 which the Borrower files
     with the SEC pursuant to the Public Utility Holding Company Act
     of 1935 in connection with the proceeding of the SEC in File No.
     70-10202 related to the SEC Order, the SEC file or files related
     to  the  New SEC Order or any subsequent proceedings related
     thereto;

       (vii)  as soon as possible and in any event (A) within 30 days
     after the Borrower knows or has reason to know that any ERISA
     Termination Event described in clause (i) of the definition of
     ERISA  Termination Event with respect to any ERISA Plan  has
     occurred and (B) within 10 days after the Borrower knows or has
     reason  to know that any other ERISA Termination Event  with
     respect to any ERISA Plan has occurred, a statement of the chief
     financial  officer  of  the Borrower describing  such  ERISA
     Termination Event and the action, if any, that the  Borrower
     proposes to take with respect thereto;

       (viii)  promptly and in any event within two Business Days
     after receipt thereof by the Borrower from the PBGC, copies of
     each notice received by the Borrower of the PBGC's intention to
     terminate  any ERISA Plan or to have a trustee appointed  to
     administer any ERISA Plan;

        (ix)  promptly and in any event within 30 days after the filing
     thereof  with the Internal Revenue Service, copies  of  each
     Schedule B (Actuarial Information) to the annual report (Form
     5500 Series) with respect to each ERISA Plan;

        (x)  promptly and in any event within five Business Days after
     receipt  thereof  by the Borrower from a Multiemployer  Plan
     sponsor,  a  copy  of each notice received by  the  Borrower
     concerning the imposition of withdrawal liability pursuant to
     Section 4202 of ERISA;

       (xi)  promptly and in any event within five Business Days after
     Moody's  or  S&P has changed any Senior Debt Rating  of  any
     Significant Subsidiary, notice of such change; and

       (xii) such other information respecting the condition or
     operations, financial or otherwise, of the Borrower or any of its
     subsidiaries as the Administrative Agent or any LC Issuing Bank
     or any Lender through the Administrative Agent may from time to
     time reasonably request.

     (d)  SEC Orders.  Maintain the SEC Order and, on and after the
date of any Extension of Credit after June 30, 2007, the New  SEC
Order,  in  full force and effect and comply with all  terms  and
conditions  thereof  until  all amounts  outstanding  under  this
Agreement shall have been repaid or paid (as the case may be) and
the Termination Date has occurred.

     SECTION 5.02.  Negative Covenants.

     So  long  as  any  amount payable by the Borrower  hereunder
shall  remain  unpaid or any Lender shall have any Commitment  or
any  Letter  of  Credit shall remain outstanding  hereunder,  the
Borrower  will not, without the written consent of  the  Majority
Lenders:

     (a)  Liens, Etc.  Create or suffer to exist any Lien upon or with
respect  to any of its properties (including, without limitation,
any  shares  of  any  class of equity  security  of  any  of  its
Significant Subsidiaries or of Entergy New Orleans), in each case
to  secure  or  provide  for the payment  of  Debt,  other  than:
(i)  Liens in existence on the date of this Agreement; (ii) Liens
for  taxes, assessments or governmental charges or levies to  the
extent  not past due, or which are being contested in good  faith
in appropriate proceedings diligently conducted and for which the
Borrower  has provided adequate reserves for the payment  thereof
in  accordance  with  generally accepted  accounting  principles;
(iii)  pledges or deposits in the ordinary course of business  to
secure  obligations under worker's compensation laws  or  similar
legislation;  (iv)  other  pledges or deposits  in  the  ordinary
course of business (other than for borrowed monies) that, in  the
aggregate,  are not material to the Borrower; (v) purchase  money
mortgages  or  other  liens or purchase money security  interests
upon  or in any property acquired or held by the Borrower in  the
ordinary course of business to secure the purchase price of  such
property  or  to  secure  indebtedness incurred  solely  for  the
purpose of financing the acquisition of such property; (vi) Liens
imposed  by  law  such  as materialmen's, mechanics',  carriers',
workers' and repairmen's Liens and other similar Liens arising in
the ordinary course of business for sums not yet due or currently
being   contested  in  good  faith  by  appropriate   proceedings
diligently conducted; (vii) attachment, judgment or other similar
Liens arising in connection with court proceedings, provided that
such Liens, in the aggregate, shall not exceed $50,000,000 at any
one  time  outstanding, (viii) other Liens not otherwise referred
to  in  the  foregoing clauses (i) through (vii) above,  provided
that  such Liens, in the aggregate, shall not exceed $100,000,000
at  any  one time and (ix) Liens created for the sole purpose  of
extending, renewing or replacing in whole or in part Debt secured
by  any  Lien referred in the foregoing clauses (i) through  (vi)
above, provided that the principal amount of indebtedness secured
thereby shall not exceed the principal amount of indebtedness  so
secured at the time of such extension, renewal or replacement and
that such extension, renewal or replacement, as the case may  be,
shall  be  limited to all or a part of the property or Debt  that
secured  the  Lien  so  extended, renewed or  replaced  (and  any
improvements on such property); provided, further, that  no  Lien
permitted under the foregoing clauses (i) through (ix)  shall  be
placed  upon  any shares of any class of equity security  of  any
Significant  Subsidiary  or of Entergy  New  Orleans  unless  the
obligations  of  the  Borrower  to  the  Lenders  hereunder   are
simultaneously  and  ratably secured by  such  Lien  pursuant  to
documentation satisfactory to the Lenders.

     (b)  Limitation on Debt.   Permit the total principal amount of
all  Debt of the Borrower and its subsidiaries, determined  on  a
consolidated basis and without duplication of liability therefor,
at  any time to exceed 65% of Capitalization determined as of the
last  day  of  the  most  recently ended fiscal  quarter  of  the
Borrower;  provided, however, that for purposes of  this  Section
5.02(b) "Debt" and "Capitalization" shall not include (i)  Junior
Subordinated  Debentures issued to a subsidiary trust  which  has
issued  preferred securities that are included in the calculation
of  "Capitalization" and (ii) any Debt of any subsidiary  of  the
Borrower that is Non-Recourse Debt.

     (c)  Mergers, Etc.  Merge with or into or consolidate with or
into  any  other Person, except that the Borrower may merge  with
any  other Person, provided that, immediately after giving effect
to any such merger, (i) the Borrower is the surviving corporation
or  (A) the surviving corporation is organized under the laws  of
one of the states of the United States of America and assumes the
Borrower's  obligations hereunder in a manner acceptable  to  the
Majority Lenders, and (B) after giving effect to such merger, the
senior unsecured long-term debt of such Person shall be at  least
BBB-  and  Baa3,  (ii)  no  event  shall  have  occurred  and  be
continuing  that constitutes a Prepayment Event or  an  Event  of
Default  or  would  constitute an Event of Default  but  for  the
requirement  that  notice be given or time elapse  or  both,  and
(iii)  the Borrower shall not be liable with respect to any  Debt
or  allow its property to be subject to any Lien which would  not
be  permissible  with  respect to it or its property  under  this
Agreement on the date of such transaction.

     (d)  Disposition of Assets.  Cause a Stock Disposition with
respect  to any Significant Subsidiary, or permit any Significant
Subsidiary to cause a Stock Disposition with respect to any other
Person, unless (i) the Borrower shall continue to own directly or
indirectly   all  of  the  Common  Equity  of  each   Significant
Subsidiary, or (ii) such Stock Disposition is pursuant,  required
or  related  to  any regulatory authority and/or  governing  body
(pertaining  (A) to the organization or formation of  a  regional
transmission   organization  or  (B)   to   the   separation   or
disaggregation  of  generation, transmission and/or  distribution
assets),  and  within  180 days of such  Stock  Disposition,  the
Borrower applies (or causes such Significant Subsidiary to apply)
all of the Net Available Cash from such Stock Disposition (1)  to
prepay,  repay, purchase, repurchase, redeem, retire, defease  or
otherwise acquire for value Debt of the Borrower and/or  Debt  of
one or more Domestic Regulated Utility Subsidiaries that remain a
subsidiary of the Borrower and/or (2) to reinvest in the business
of  one  or more Domestic Regulated Utility Subsidiaries  of  the
Borrower.

                           ARTICLE VI
                 EVENTS OF DEFAULT AND REMEDIES

     SECTION 6.01.  Events of Default.

     Each  of the following events shall constitute an "Event  of
Default" hereunder:

     (a)  The Borrower shall fail to pay any principal of any Advance
or  any reimbursement obligation in respect of a Letter of Credit
when  the  same  becomes due and payable, or shall  fail  to  pay
interest thereon or any other amount payable under this Agreement
within  three  Business  Days after  the  same  becomes  due  and
payable; or

     (b)  Any representation or warranty made by the Borrower herein
or  by  the Borrower (or any of its officers) in connection  with
this  Agreement shall prove to have been incorrect or  misleading
in any material respect when made; or

     (c)  The Borrower shall fail to perform or observe (i) any term,
covenant  or agreement contained in Section 5.01(b)  or  5.02  or
(ii)  any  other  term, covenant or agreement contained  in  this
Agreement on its part to be performed or observed if the  failure
to  perform  or  observe such other term, covenant  or  agreement
shall  remain unremedied for 30 days after written notice thereof
shall have been given to the Borrower by the Administrative Agent
or any Lender; or

     (d)  The Borrower shall fail to pay any principal of or premium
or interest on any Debt of the Borrower that is outstanding in  a
principal  amount in excess of $50,000,000 in the aggregate  (but
excluding  Debt hereunder) when the same becomes due and  payable
(whether    by    scheduled   maturity,   required    prepayment,
acceleration,  demand  or  otherwise),  and  such  failure  shall
continue after the applicable grace period, if any, specified  in
the agreement or instrument relating to such Debt; or

     (e)  The Borrower, any Significant Subsidiary or Entergy New
Orleans  shall generally not pay its debts as such  debts  become
due,  or  shall admit in writing its inability to pay  its  debts
generally, or shall make a general assignment for the benefit  of
creditors;  or any proceeding shall be instituted by  or  against
the  Borrower, any Significant Subsidiary or Entergy New  Orleans
seeking  to  adjudicate it as bankrupt or insolvent,  or  seeking
liquidation, winding up, reorganization, arrangement, adjustment,
protection,  relief or composition of it or its debts  under  any
law  relating  to  bankruptcy, insolvency  or  reorganization  or
relief of debtors, or seeking the entry of an order for relief or
the  appointment  of  a  receiver, trustee,  custodian  or  other
similar  official  for  it  or for any substantial  part  of  its
property  and,  in  the  case of any such  proceeding  instituted
against  it  (but  not instituted by it), either such  proceeding
shall remain undismissed or unstayed for a period of 30 days,  or
any  of the actions sought in such proceeding (including, without
limitation,  the  entry of an order for relief  against,  or  the
appointment  of a receiver, trustee, custodian or  other  similar
official  for,  it or for any substantial part of  its  property)
shall  occur;  or  the  Borrower, any Significant  Subsidiary  or
Entergy  New Orleans shall take any corporate action to authorize
or  to  consent  to any of the actions set forth  above  in  this
subsection (e); or

    (f)  Any judgment or order for the payment of money in excess of
$25,000,000 shall be rendered against the Borrower and either
(i) enforcement proceedings shall have been commenced by any
creditor upon such judgment or order or (ii) there shall be any
period of 10 consecutive Business Days during which a stay of
enforcement of such judgment or order, by reason of a pending
appeal or otherwise, shall not be in effect; or

    (g)  (i)  An ERISA Plan of the Borrower or any ERISA Affiliate of
the Borrower shall fail to maintain the minimum funding standards
required by Section 412 of the Internal Revenue Code of 1986  for
any  plan year or a waiver of such standard is sought or  granted
under  Section 412(d) of the Internal Revenue Code  of  1986,  or
(ii) an ERISA Plan of the Borrower or any ERISA Affiliate of  the
Borrower is, shall have been or will be terminated or the subject
of  termination proceedings under ERISA, or (iii) the Borrower or
any ERISA Affiliate of the Borrower has incurred or will incur  a
liability  to or on account of an ERISA Plan under Section  4062,
4063  or  4064  of ERISA and there shall result from  such  event
either a liability or a material risk of incurring a liability to
the  PBGC  or an ERISA Plan, or (iv) any ERISA Termination  Event
with  respect  to  an  ERISA Plan of the Borrower  or  any  ERISA
Affiliate of the Borrower shall have occurred, and in the case of
any  event described in clauses (i) through (iv), (A) such  event
(if  correctable) shall not have been corrected and (B) the then-
present  value of such ERISA Plan's vested benefits  exceeds  the
then-current  value of assets accumulated in such ERISA  Plan  by
more  than the amount of $25,000,000 (or in the case of an  ERISA
Termination  Event  involving the withdrawal  of  a  "substantial
employer"  (as  defined  in  Section 4001(a)(2)  of  ERISA),  the
withdrawing  employer's proportionate share of such excess  shall
exceed such amount).

     SECTION 6.02.  Remedies.

     If  any Prepayment Event or Event of Default shall occur and
be  continuing,  then, and in any such event, the  Administrative
Agent  (i) shall at the request, or may with the consent, of  the
Majority  Lenders,  by  notice  to  the  Borrower,  declare   the
obligation of each Lender to make Advances and the obligation  of
each LC Issuing Bank to issue Letters of Credit to be terminated,
whereupon the same shall forthwith terminate, and (ii)  shall  at
the request, or may with the consent, of the Majority Lenders, by
notice  to  the  Borrower,  declare the  Advances,  all  interest
thereon and all other amounts payable under this Agreement to  be
forthwith  due  and  payable, whereupon the  Advances,  all  such
interest  and all such amounts shall become and be forthwith  due
and  payable,  without presentment, demand,  protest  or  further
notice  of any kind, all of which are hereby expressly waived  by
the  Borrower; provided, however, that in the event of an  actual
or  deemed  entry  of  an order for relief with  respect  to  the
Borrower, any Significant Subsidiary or Entergy New Orleans under
the Federal Bankruptcy Code, (A) the obligation of each Lender to
make Advances and the obligation of each LC Issuing Bank to issue
Letters  of Credit shall automatically be terminated and (B)  the
Advances,   all   such  interest  and  all  such  amounts   shall
automatically become and be due and payable, without presentment,
demand,  protest  or any notice of any kind,  all  of  which  are
hereby expressly waived by the Borrower.

     SECTION 6.03.  Cash Collateral Account.

     Notwithstanding  anything to the contrary contained  herein,
no  notice given or declaration made by the Administrative  Agent
pursuant  to  this Article VI shall affect (i) the obligation  of
any  LC  Issuing  Bank to make any payment under  any  Letter  of
Credit  in accordance with the terms of such Letter of Credit  or
(ii)  the  obligations  of each Lender in respect  of  each  such
Letter  of Credit; provided, however, that if an Event of Default
has occurred and is continuing, the Administrative Agent shall at
the  request,  or may with the consent, of the Majority  Lenders,
upon notice to the Borrower, require the Borrower to deposit with
the Administrative Agent an amount in the cash collateral account
(the  "Cash Collateral Account") described below equal to the  LC
Outstandings on such date.  Such Cash Collateral Account shall at
all  times  be  free and clear of all rights or claims  of  third
parties.   The  Cash Collateral Account shall be maintained  with
the  Administrative  Agent in the name of,  and  under  the  sole
dominion  and control of, the Administrative Agent,  and  amounts
deposited in the Cash Collateral Account shall bear interest at a
rate equal to the rate generally offered by Citibank for deposits
equal  to  the  amount  deposited by the  Borrower  in  the  Cash
Collateral  Account,  for  a  term  to  be  determined   by   the
Administrative  Agent,  in  its sole  discretion.   The  Borrower
hereby grants to the Administrative Agent for the benefit of  the
LC  Issuing Banks and the Lenders a Lien in and hereby assigns to
the  Administrative Agent for the benefit of LC Issuing Banks and
the  Lenders  all of its right, title and interest in,  the  Cash
Collateral  Account and all funds from time to  time  on  deposit
therein  to  secure its reimbursement obligations in  respect  of
Letters   of  Credit.   If  any  drawings  then  outstanding   or
thereafter  made  are  not reimbursed in  full  immediately  upon
demand  or, in the case of subsequent drawings, upon being  made,
then,  in any such event, the Administrative Agent may apply  the
amounts  then  on deposit in the Cash Collateral Account,  toward
the  payment  in full of any of the LC Outstandings as  and  when
such  obligations shall become due and payable.  Upon payment  in
full, after the termination of the Letters of Credit, of all such
obligations, the Administrative Agent will repay and reassign  to
the Borrower any cash then in the Cash Collateral Account and the
Lien  of  the Administrative Agent on the Cash Collateral Account
and the funds therein shall automatically terminate.

                           ARTICLE VII
                            THE AGENT

     SECTION 7.01.  Authorization and Action.

     Each  LC  Issuing  Bank  and  Lender  hereby  appoints   and
authorizes the Administrative Agent to take such action as  agent
on its behalf and to exercise such powers under this Agreement as
are  delegated  to the Administrative Agent by the terms  hereof,
together  with such powers as are reasonably incidental  thereto.
As  to  any  matters not expressly provided for by this Agreement
(including, without limitation, enforcement or collection of  the
Advances),  the  Administrative Agent shall not  be  required  to
exercise any discretion or take any action, but shall be required
to act or to refrain from acting (and shall be fully protected in
so acting or refraining from acting) upon the instructions of the
Majority Lenders, and such instructions shall be binding upon all
Lenders;  provided, however, that the Administrative Agent  shall
not   be   required  to  take  any  action  which   exposes   the
Administrative Agent to personal liability or which  is  contrary
to  this  Agreement or applicable law.  The Administrative  Agent
agrees  to give to each Lender and LC Issuing Bank prompt  notice
of  each notice given to it by the Borrower pursuant to the terms
of this Agreement.

     SECTION 7.02.  Administrative Agent's Reliance, Etc.

     Neither  the Administrative Agent nor any of its  directors,
officers,  agents  or employees shall be liable  for  any  action
taken or omitted to be taken by it or them under or in connection
with this Agreement, except for its or their own gross negligence
or  willful misconduct.  Without limitation of the generality  of
the  foregoing, the Administrative Agent:  (i) may  consult  with
legal  counsel (including counsel for the Borrower),  independent
public accountants and other experts selected by it and shall not
be  liable  for any action taken or omitted to be taken  in  good
faith  by  it  in  accordance with the advice  of  such  counsel,
accountants  or experts; (ii) makes no warranty or representation
to  any Lender and shall not be responsible to any Lender for any
statements,  warranties or representations  (whether  written  or
oral)  made in or in connection with this Agreement; (iii)  shall
not  have  any  duty  to  ascertain  or  to  inquire  as  to  the
performance  or  observance of any of  the  terms,  covenants  or
conditions  of this Agreement on the part of the Borrower  or  to
inspect  the  property (including the books and records)  of  the
Borrower; (iv) shall not be responsible to any Lender for the due
execution,   legality,  validity,  enforceability,   genuineness,
sufficiency  or  value of, or the perfection or priority  of  any
lien  or  security interest created or purported  to  be  created
under  or  in  connection  with,  this  Agreement  or  any  other
instrument or document furnished pursuant hereto; and  (v)  shall
incur  no  liability  under or in respect of  this  Agreement  by
acting  upon any notice, consent, certificate or other instrument
or writing (which may be by telecopier, telegram, cable or telex)
believed  by  it to be genuine and signed or sent by  the  proper
party or parties.

     SECTION 7.03.  Citibank and Affiliates.

     With respect to its Commitment and the Advances made by  it,
Citibank  shall  have  the  same rights  and  powers  under  this
Agreement as any other Lender and may exercise the same as though
it  were  not the Administrative Agent; and the term "Lender"  or
"Lenders"  shall,  unless otherwise expressly indicated,  include
Citibank in its individual capacity.  Citibank and its affiliates
may  accept  deposits from, lend money to, act as  trustee  under
indentures of, and generally engage in any kind of business with,
the  Borrower, any of its subsidiaries and any Person who may  do
business  with  or  own securities of the Borrower  or  any  such
subsidiary, all as if Citibank were not the Administrative  Agent
and without any duty to account therefor to the Lenders.

     SECTION 7.04.  Lender Credit Decision.

     Each  Lender  acknowledges that it  has,  independently  and
without  reliance  upon the Administrative  Agent  or  any  other
Lender  and  based  on the financial statements  referred  to  in
Section  4.01(e) and such other documents and information  as  it
has deemed appropriate, made its own credit analysis and decision
to enter into this Agreement.  Each Lender also acknowledges that
it   will,   independently   and  without   reliance   upon   the
Administrative  Agent  or  any other Lender  and  based  on  such
documents  and  information as it shall deem appropriate  at  the
time, continue to make its own credit decisions in taking or  not
taking action under this Agreement.

     SECTION 7.05.  Indemnification.

     The  Lenders agree to indemnify the Administrative Agent (to
the extent not reimbursed by the Borrower), ratably according  to
the respective principal amounts of the Advances then outstanding
to  each  of them (or if no Advances are at the time outstanding,
ratably   according   to   the  respective   amounts   of   their
Commitments),   from  and  against  any  and   all   liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,
suits,  costs,  expenses or disbursements of any kind  or  nature
whatsoever  which  may be imposed on, incurred  by,  or  asserted
against  the  Administrative Agent in  any  way  relating  to  or
arising  out of this Agreement or any action taken or omitted  by
the  Administrative Agent under this Agreement, provided that  no
Lender  shall  be  liable for any portion  of  such  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,
suits,  costs,  expenses  or  disbursements  resulting  from  the
Administrative  Agent's gross negligence or  willful  misconduct.
Without  limitation  of  the foregoing,  each  Lender  agrees  to
reimburse the Administrative Agent promptly upon demand  for  its
ratable share of any out-of-pocket expenses (including reasonable
counsel  fees) incurred by the Administrative Agent in connection
with   the   preparation,  execution,  delivery,  administration,
modification,   amendment   or   enforcement   (whether   through
negotiations, legal proceedings or otherwise) of, or legal advice
in  respect  of rights or responsibilities under, this Agreement,
to the extent that such expenses are reimbursable by the Borrower
but  for which the Administrative Agent is not reimbursed by  the
Borrower.

     SECTION 7.06.  Successor Administrative Agent.

     The  Administrative Agent may resign at any time  by  giving
written notice thereof to the Lenders and the Borrower and may be
removed  at  any  time  with or without  cause  by  the  Majority
Lenders.   Upon  any  such resignation or removal,  the  Majority
Lenders   shall   have   the  right  to   appoint   a   successor
Administrative  Agent, which, for so long as no Prepayment  Event
or  Event of Default has occurred and is continuing, shall  be  a
Lender  and shall be approved by the Borrower (with such approval
not  to  be  unreasonably withheld or delayed).  If no  successor
Administrative Agent shall have been so appointed by the Majority
Lenders  and  approved by the Borrower, and shall  have  accepted
such   appointment,   within   30   days   after   the   retiring
Administrative  Agent's giving of notice of  resignation  or  the
Majority  Lenders' removal of the retiring Administrative  Agent,
then  the  retiring Administrative Agent may, on  behalf  of  the
Lenders, appoint a successor Administrative Agent, which shall be
a  commercial bank organized under the laws of the United  States
or  of  any other country that is a member of the OECD  having  a
combined  capital and surplus of at least $50,000,000.  Upon  the
acceptance  of any appointment as Administrative Agent  hereunder
by    a    successor   Administrative   Agent,   such   successor
Administrative Agent shall thereupon succeed to and become vested
with  all  the  rights,  powers, privileges  and  duties  of  the
retiring  Administrative  Agent, and the retiring  Administrative
Agent  shall be discharged from its duties and obligations  under
this   Agreement.   After  any  retiring  Administrative  Agent's
resignation  or  removal hereunder as Administrative  Agent,  the
provisions of this Article VII shall inure to its benefit  as  to
any  actions  taken or omitted to be taken by  it  while  it  was
Administrative  Agent under this Agreement.  Notwithstanding  the
foregoing,  if  no Prepayment Event or Event of Default,  and  no
event  that with the giving of notice or the passage of time,  or
both, would constitute a Prepayment Event or an Event of Default,
shall   have  occurred  and  be  continuing,  then  no  successor
Administrative Agent shall be appointed under this  Section  7.06
without  the prior written consent of the Borrower, which consent
shall not be unreasonably withheld or delayed.

                          ARTICLE VIII
                          MISCELLANEOUS

     SECTION 8.01.  Amendments, Etc.

     No  amendment or waiver of any provision of this  Agreement,
nor consent to any departure by the Borrower therefrom, shall  in
any  event  be effective unless the same shall be in writing  and
signed  by the Majority Lenders, and then such waiver or  consent
shall  be  effective only in the specific instance  and  for  the
specific  purpose  for which given; provided,  however,  that  no
amendment, waiver or consent shall, unless in writing and  signed
by all the Lenders (other than any Lender that is the Borrower or
an   Affiliate  of  the  Borrower),  do  any  of  the  following:
(a)  waive  any  of the conditions specified in Section  3.01  or
3.02,  (b)  increase the Commitments of the Lenders  (other  than
pursuant  to  Section  2.05(b)) or subject  the  Lenders  to  any
additional obligations, (c) reduce the principal of, or  interest
on,  the Advances or any fees or other amounts payable hereunder,
(d)  postpone any date fixed for any payment of principal of,  or
interest  on,  the Advances or any fees or other amounts  payable
hereunder, (e) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Advances, or the  number
of  Lenders that shall be required for the Lenders or any of them
to  take any action hereunder or (f) amend this Section 8.01; and
provided  further,  that no amendment, waiver or  consent  shall,
unless in writing and signed by the Administrative Agent and  the
LC  Issuing  Banks in addition to the Lenders required  above  to
take   such   action,  affect  the  rights  or  duties   of   the
Administrative  Agent  or  the  LC  Issuing  Banks   under   this
Agreement,  and  provided further, that  this  Agreement  may  be
amended  and restated without the consent of any Lender,  any  LC
Issuing  Bank or the Administrative Agent if, upon giving  effect
to  such  amendment and restatement, such Lender, such LC Issuing
Bank  or  the Administrative Agent, as the case may be, shall  no
longer  be a party to this Agreement (as so amended and restated)
or have any Commitment or other obligation hereunder or under any
Letter  of  Credit and shall have been paid in full  all  amounts
payable  hereunder to such Lender, such LC Issuing  Bank  or  the
Administrative Agent, as the case may be.

     SECTION 8.02.  Notices, Etc.

     All  notices and other communications provided for hereunder
shall be in writing (including telecopier, telegraphic, telex  or
cable   communication)   and  mailed,  telecopied,   telegraphed,
telexed, cabled or delivered, if to the Borrower, at its  address
at   639   Loyola   Avenue,  New  Orleans,   LA   70113,   Email:
smcneal@entergy.com, Attention: Treasurer; if to any Bank  or  LC
Issuing  Bank, at its Domestic Lending Office specified  opposite
its  name  on Schedule I hereto; if to any other Lender,  at  its
Domestic   Lending  Office  specified  in  the   Assignment   and
Acceptance  pursuant to which it became a Lender and  if  to  the
Administrative Agent, at its address at Two Penns Way, Suite 200,
New  Castle,  Delaware 19720, Attention: Bank Loan  Syndications,
Jacqueline  Caine (Telephone: 302-894-6079, Telecopier:  212-994-
0961,  Email:  jacqueline.caine@citigroup.com;  or,  as  to  each
party, at such other address as shall be designated by such party
in  a written notice to the other parties.  All such notices  and
communications  shall,  when  mailed,  telecopied,   telegraphed,
telexed  or  cabled, be effective when deposited  in  the  mails,
telecopied,  delivered  to the telegraph  company,  confirmed  by
telex answerback or delivered to the cable company, respectively,
except  that  notices  and communications to  the  Administrative
Agent  pursuant to Article II or VII shall not be effective until
received  by  the  Administrative  Agent.   Except  as  otherwise
provided  in  Section  5.01(c), notices and other  communications
given by the Borrower to the Administrative Agent shall be deemed
given to the Lenders.

     SECTION 8.03.  No Waiver; Remedies.

     No failure on the part of any Lender, any LC Issuing Bank or
the Administrative Agent to exercise, and no delay in exercising,
any  right hereunder shall operate as a waiver thereof; nor shall
any  single  or partial exercise of any such right  preclude  any
other  or  further exercise thereof or the exercise of any  other
right.   The  remedies  herein provided are  cumulative  and  not
exclusive of any remedies provided by law.

     SECTION 8.04.  Costs and Expenses; Indemnification.

     (a)  The Borrower agrees to pay on demand all costs and expenses
incurred  by  the  Administrative Agent in  connection  with  the
preparation,  execution,  delivery,  syndication  administration,
modification  and  amendment  of this  Agreement  and  the  other
documents   to   be   delivered  hereunder,  including,   without
limitation,  the  reasonable fees and out-of-pocket  expenses  of
counsel  for  the Administrative Agent with respect  thereto  and
with  respect  to  advising the Administrative Agent  as  to  its
rights  and  responsibilities under this Agreement,  subject,  in
each  case, to the terms of the Fee Letter.  Any invoices to  the
Borrower  with  respect  to  the  aforementioned  expenses  shall
describe  such  costs  and expenses in  reasonable  detail.   The
Borrower  further agrees to pay on demand all costs and expenses,
if  any (including, without limitation, counsel fees and expenses
of  outside  counsel and of internal counsel),  incurred  by  the
Administrative  Agent, the Lenders and the LC  Issuing  Banks  in
connection  with  the enforcement (whether through  negotiations,
legal  proceedings  or otherwise) of, and the protection  of  the
rights  of  the  Lenders  under, this  Agreement  and  the  other
documents   to   be   delivered  hereunder,  including,   without
limitation,  reasonable counsel fees and expenses  in  connection
with the enforcement of rights under this Section 8.04(a).

     (b)   If any payment of principal of, or Conversion of,  any
Eurodollar Rate Advance is made other than on the last day of the
Interest  Period for such Advance, as a result of  a  payment  or
Conversion pursuant to Section 2.05(b)(iii), 2.09(d), 2.10,  2.11
or 2.13, acceleration of the maturity of the Advances pursuant to
Section  6.02,  assignment to another Lender upon demand  of  the
Borrower  pursuant to Section 8.07(g) for any other  reason,  the
Borrower shall, upon demand by any Lender or any LC Issuing  Bank
(with a copy of such demand to the Administrative Agent), pay  to
the  Administrative Agent for the account of such Lender or  such
LC Issuing Bank any amounts required to compensate such Lender or
such LC Issuing Bank for any additional losses, costs or expenses
which  it  may  reasonably incur as a result of such  payment  or
Conversion,  including, without limitation, any  loss  (including
loss of anticipated profits upon such Lender's or such LC Issuing
Bank's representation to the Borrower that it has made reasonable
efforts  to  mitigate  such loss), cost or  expense  incurred  by
reason  of the liquidation or reemployment of deposits  or  other
funds  acquired by any Lender to fund or maintain  such  Advance.
Any Lender making a demand pursuant to this Section 8.04(b) shall
provide  the Borrower with a written certification of the amounts
required to be paid to such Lender, showing in reasonable  detail
the  basis  for  the  Lender's  determination  of  such  amounts;
provided,  however, that no Lender shall be required to  disclose
any  confidential or proprietary information in any certification
provided  pursuant  hereto, and the  failure  of  any  Lender  to
provide  such  certification shall not affect the obligations  of
the Borrower hereunder.

     (c)   The Borrower hereby agrees to indemnify and hold  each
Lender, each LC Issuing Bank, the Administrative Agent and  their
respective  Affiliates and their respective officers,  directors,
employees   and  professional  advisors  (each,  an  "Indemnified
Person")  harmless from and against any and all claims,  damages,
losses,  liabilities,  costs  or expenses  (including  reasonable
attorney's  fees  and expenses, whether or not  such  Indemnified
Person  is  named  as a party to any proceeding or  is  otherwise
subjected  to  judicial or legal process arising  from  any  such
proceeding)  that any of them may incur or which may  be  claimed
against  any of them by any Person or entity by reason of  or  in
connection  with the execution, delivery or performance  of  this
Agreement or any transaction contemplated hereby, or the  use  by
the  Borrower or any of its subsidiaries of the proceeds  of  any
Advance  or  the  use by the Borrower or any beneficiary  of  any
Letter  of  Credit  of  such Letter of  Credit,  except  that  no
Indemnified  Person  shall  be entitled  to  any  indemnification
hereunder  to  the  extent  that such  claims,  damages,  losses,
liabilities, costs or expenses are finally determined by a  court
of  competent  jurisdiction  to  have  resulted  from  the  gross
negligence or willful misconduct of such Indemnified Person.  The
Borrower's  obligations under this Section 8.04(c) shall  survive
the repayment of all amounts owing to the Lenders, the LC Issuing
Banks, and the Administrative Agent under this Agreement and  the
termination  of the Commitments.  If and to the extent  that  the
obligations  of  the  Borrower under  this  Section  8.04(c)  are
unenforceable  for any reason, the Borrower agrees  to  make  the
maximum  contribution  to  the payment and  satisfaction  thereof
which  is  permissible under applicable law.  The  Borrower  also
agrees not to assert any claim against any Lender, any LC Issuing
Bank,  any of such Lender's or such LC Issuing Bank's affiliates,
or  any  of  their  respective  directors,  officers,  employees,
attorneys  and agents, on any theory of liability,  for  special,
indirect,  consequential or punitive damages arising  out  of  or
otherwise  relating  to this Agreement, any of  the  transactions
contemplated herein or the actual or proposed use of the proceeds
of  the Advances or the use by the Borrower or any beneficiary of
any Letter of Credit of such Letter of Credit.

     SECTION 8.05.  Right of Set-off.

     Upon  (i) the occurrence and during the continuance  of  any
Prepayment Event or Event of Default and (ii) the making  of  the
request or the granting of the consent specified by Section  6.02
to authorize the Administrative Agent to declare the Advances due
and  payable  pursuant to the provisions of  Section  6.02,  each
Lender is hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional  or
final) at any time held and other indebtedness at any time  owing
by  such  Lender  to  or for the credit or  the  account  of  the
Borrower  against any and all of the obligations of the  Borrower
now  or  hereafter existing under this Agreement, whether or  not
such  Lender shall have made any demand under this Agreement  and
although  such obligations may be unmatured.  Each Lender  agrees
promptly  to  notify  the Borrower after  any  such  set-off  and
application  made by such Lender, provided that  the  failure  to
give  such  notice shall not affect the validity of such  set-off
and  application.  The rights of each Lender under  this  Section
8.05  are  in  addition to other rights and remedies  (including,
without  limitation, other rights of set-off) which  such  Lender
may have.

     SECTION 8.06.  Binding Effect.

     This  Agreement shall become effective when  it  shall  have
been executed by the Borrower, the Lenders and the Administrative
Agent  and  thereafter shall be binding upon  and  inure  to  the
benefit  of  the  Borrower,  the Administrative  Agent,  each  LC
Issuing Bank and each Lender and their respective successors  and
assigns,  except that the Borrower shall not have  the  right  to
assign  its  rights hereunder or any interest herein without  the
prior written consent of the Lenders.

     SECTION 8.07.  Assignments and Participations.

     (a)   Each  Lender may assign to one or more banks or  other
entities  all  or  a portion of its rights and obligations  under
this  Agreement (including, without limitation, all or a  portion
of  its  Commitment  and  the Advances owing  to  it);  provided,
however, that (i) the Borrower (unless a Prepayment Event  or  an
Event of Default shall have occurred and be continuing), each  LC
Issuing Bank and the Administrative Agent shall have consented to
such assignment (in the case of the Administrative Agent and  the
Borrower, with each such consent not to be unreasonably  withheld
or  delayed) by signing the Assignment and Acceptance referred to
in  clause (iv) below; (ii) each such assignment shall  be  of  a
constant,  and  not  a  varying, percentage  of  all  rights  and
obligations  under  this  Agreement;  (iii)  the  amount  of  the
Commitment  of  the assigning Lender being assigned  pursuant  to
each such assignment (determined as of the date of the Assignment
and Acceptance with respect to such assignment) shall in no event
be  less  than $10,000,000 and shall be an integral  multiple  of
$1,000,000  (or  shall  be  the total  amount  of  the  assigning
Lender's   Commitment);  and  (iv)  the  parties  to  each   such
assignment shall execute and deliver to the Administrative Agent,
for  its  acceptance and recording in the Register, an Assignment
and  Acceptance, together with any promissory notes held  by  the
assigning  Lender and a processing and recordation fee of  $3,500
(plus  an  amount  equal to out-of-pocket legal expenses  of  the
Administrative Agent, estimated by the Administrative  Agent  and
advised   to  such  parties).   Upon  such  execution,  delivery,
acceptance  and  recording, from and  after  the  effective  date
specified  in  each Assignment and Acceptance, (x)  the  assignee
thereunder shall be a party hereto and, to the extent that rights
and  obligations hereunder have been assigned to it  pursuant  to
such  Assignment and Acceptance, have the rights and  obligations
of  a  Lender  hereunder and (y) the Lender  assignor  thereunder
shall,  to the extent that rights and obligations hereunder  have
been  assigned by it pursuant to such Assignment and  Acceptance,
relinquish its rights and be released from its obligations  under
this  Agreement (and, in the case of an Assignment and Acceptance
covering  all  or the remaining portion of an assigning  Lender's
rights  and  obligations under this Agreement, such Lender  shall
cease  to  be a party hereto).  Notwithstanding anything  to  the
contrary contained in this Agreement, any Lender at any time  may
assign  all  or  any portion of its rights and obligations  under
this Agreement to any Affiliate or Approved Fund of such Lender.

     (b)  By executing and delivering an Assignment and Acceptance,
the  Lender  assignor  thereunder  and  the  assignee  thereunder
confirm to and agree with each other and the other parties hereto
as  follows:   (i) other than as provided in such Assignment  and
Acceptance,  such  assigning Lender makes  no  representation  or
warranty  and  assumes  no responsibility  with  respect  to  any
statements,  warranties  or  representations  made   in   or   in
connection  with  this  Agreement  or  the  execution,  legality,
validity,  enforceability, genuineness, sufficiency or  value  of
this  Agreement  or  any other instrument or  document  furnished
pursuant   hereto;   (ii)   such  assigning   Lender   makes   no
representation  or  warranty and assumes no  responsibility  with
respect  to  the  financial condition  of  the  Borrower  or  the
performance  or  observance  by  the  Borrower  of  any  of   its
obligations  under  this  Agreement or any  other  instrument  or
document  furnished pursuant hereto; (iii) such assignee confirms
that  it  has  received a copy of this Agreement,  together  with
copies of the financial statements referred to in Section 4.01(e)
and  such  other  documents  and information  as  it  has  deemed
appropriate to make its own credit analysis and decision to enter
into  such  Assignment and Acceptance; (iv) such  assignee  will,
independently and without reliance upon the Administrative Agent,
such  assigning  Lender or any other Lender  and  based  on  such
documents  and  information as it shall deem appropriate  at  the
time, continue to make its own credit decisions in taking or  not
taking  action  under this Agreement; (v) such assignee  appoints
and  authorizes the Administrative Agent to take such  action  as
agent  on  its  behalf  and to exercise such  powers  under  this
Agreement  as  are delegated to the Administrative Agent  by  the
terms  hereof,  together  with  such  powers  as  are  reasonably
incidental  thereto; and (vi) such assignee agrees that  it  will
perform  in  accordance with their terms all of  the  obligations
which by the terms of this Agreement are required to be performed
by it as a Lender.

     (c)   The Administrative Agent shall maintain at its address
referred  to  in  Section  8.02 a copy  of  each  Assignment  and
Acceptance delivered to and accepted by it and a register for the
recordation  of  the names and addresses of the Lenders  and  the
Commitment  of,  and principal amount of the Advances  owing  to,
each  Lender from time to time (the "Register").  The entries  in
the  Register  shall be conclusive and binding for all  purposes,
absent manifest error, and the Borrower, the Administrative Agent
and  the Lenders may treat each Person whose name is recorded  in
the  Register  as  a Lender hereunder for all  purposes  of  this
Agreement.  The Register shall be available for inspection by the
Borrower  or any Lender at any reasonable time and from  time  to
time upon reasonable prior notice.

     (d)  Upon its receipt of an Assignment and Acceptance executed by
an assigning Lender and an assignee, together with any promissory
notes  held  by  the  assigning Lender, the Administrative  Agent
shall,  if such Assignment and Acceptance has been completed  and
is in substantially the form of Exhibit B hereto, (i) accept such
Assignment and Acceptance, (ii) record the information  contained
therein  in the Register and (iii) give prompt notice thereof  to
the Borrower.

    (e)  Each Lender may sell participations to one or more banks,
financial institutions or other entities in or to all or a
portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its
Commitment and the Advances owing to it); provided, however, that
(i) such Lender's obligations under this Agreement (including,
without limitation, its Commitment to the Borrower hereunder)
shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of
such obligations, (iii) such Lender shall remain the maker of any
such Advance for all purposes of this Agreement and (iv) the
Borrower, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this
Agreement.

    (f)  Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to
this Section 8.07, disclose to the assignee or participant or
proposed assignee or participant, any information relating to the
Borrower furnished to such Lender by or on behalf of the
Borrower; provided that, prior to any such disclosure, the
assignee or participant or proposed assignee or participant shall
agree to preserve the confidentiality of any confidential
information relating to the Borrower received by it from such
Lender.

    (g)  If any Lender shall make any demand for payment under
Section 2.12 or 2.15, or if any Lender shall be the subject of
any notification or assertion of illegality under Section 2.13,
then within 30 days after any such demand (if, but only if, such
demanded payment has been made by the Borrower) or notification
or assertion, the Borrower may, with the approval of the
Administrative Agent and the LC Issuing Banks (which approval
shall not be unreasonably withheld) and provided that no
Prepayment Event, Event of Default or event that, with the giving
of notice or lapse of time or both, would constitute an Event of
Default, shall then have occurred and be continuing, demand that
such Lender assign in accordance with this Section 8.07 to one or
more assignees designated by the Borrower and acceptable to the
Administrative Agent all (but not less than all) of such Lender's
Commitment and the Advances owing to it within the period ending
on the later to occur of such 30th day and the last day of the
longest of the then current Interest Periods for such Advances;
provided, however, that the Borrower shall pay to the
Administrative Agent the $3,500 administrative fee payable
pursuant to clause (iv) of subsection (a) above if such assignee
is not a Lender immediately prior to such assignment.  If any
such assignee designated by the Borrower and approved by the
Administrative Agent shall fail to consummate such assignment on
terms acceptable to such Lender, or if the Borrower shall fail to
designate any such assignees acceptable to the Administrative
Agent for all or part of such Lender's Commitment or Advances,
then such demand by the Borrower shall become ineffective; it
being understood for purposes of this subsection (h) that such
assignment shall be conclusively deemed to be on terms acceptable
to such Lender, and such Lender shall be compelled to consummate
such assignment to an Eligible Assignee designated by the
Borrower, if such Eligible Assignee (A) shall agree to such
assignment by entering into an Assignment and Acceptance with
such Lender and (B) shall offer compensation to such Lender in an
amount equal to all amounts then owing by the Borrower to such
Lender hereunder, whether for principal, interest, fees, costs or
expenses (other than the demanded payment referred to above and
payable by the Borrower as a condition to the Borrower's right to
demand such assignment), or otherwise.  In addition, in the event
that the Borrower shall be entitled to demand the replacement of
any Lender pursuant to this subsection (h), the Borrower may, in
the case of any such Lender, with the approval of the
Administrative Agent (which approval shall not be unreasonably
withheld) and provided that no Prepayment Event, Event of Default
or event that, with the giving of notice or lapse of time or
both, would constitute an Event of Default, shall then have
occurred and be continuing, terminate all (but not less than all)
such Lender's Commitment and prepay all (but not less than all)
such Lender's Advances not so assigned, together with all
interest accrued thereon to the date of such prepayment and all
fees, costs and expenses and other amounts then owing by the
Borrower to such Lender hereunder, at any time from and after
such later occurring day in accordance with Sections 2.05 and
2.11 hereof (but without the requirement stated therein for
ratable treatment of the other Lenders), if and only if, after
giving effect to such termination and prepayment, the sum of the
aggregate principal amount of the Advances of all Lenders then
outstanding does not exceed the then remaining Commitments of the
Lenders.  Notwithstanding anything set forth above in this
subsection (h) to the contrary, the Borrower shall not be
entitled to compel the assignment by any Lender demanding payment
under Section 2.12(a) of its Commitment and Advances or terminate
and prepay the Commitment and Advances of such Lender if, prior
to or promptly following any such demand by the Borrower, such
Lender shall have changed or shall change, as the case may be,
its Applicable Lending Office for its Eurodollar Rate Advances so
as to eliminate the further incurrence of such increased cost.
In furtherance of the foregoing, any such Lender demanding
payment or giving notice as provided above agrees to use
reasonable efforts to so change its Applicable Lending Office if,
to do so, would not result in the incurrence by such Lender of
additional costs or expenses which it deems material or, in the
sole judgment of such Lender, be inadvisable for regulatory,
competitive or internal management reasons.

    (h)  Anything in this Section 8.07 to the contrary
notwithstanding, any Lender may assign and pledge all or any
portion of its Commitment and the Advances owing to it to any
Federal Reserve Bank (and its transferees) as collateral security
pursuant to Regulation A of the Board of Governors of the Federal
Reserve System and any Operating Circular issued by such Federal
Reserve Bank.  No such assignment shall release the assigning
Lender from its obligations hereunder.

    (i)  Notwithstanding anything to the contrary contained herein,
any Lender (a "Granting Lender") may grant to a special purpose
funding vehicle (an "SPC") of such Granting Lender identified as
such in writing from time to time by the Granting Lender to the
Administrative Agent, the LC Issuing Banks and the Borrower, the
option to provide to the Borrower all or any part of any Advance
that such Granting Lender would otherwise be obligated to make to
the Borrower pursuant to this Agreement; provided that
(i) nothing herein shall constitute a commitment by any such SPC
to make any Advance, (ii) if such SPC elects not to exercise such
option or otherwise fails to provide all or any part of such
Advance, the Granting Lender shall be obligated to make such
Advance pursuant to the terms hereof and (iii) no SPC or Granting
Lender shall be entitled to receive any greater amount pursuant
to Section 2.12 or 8.04(b) than the Granting Lender would have
been entitled to receive had the Granting Lender not otherwise
granted such SPC the option to provide any Advance to the
Borrower.  The making of an Advance by an SPC hereunder shall
utilize the Commitment of the Granting Lender to the same extent,
and as if, such Advance were made by such Granting Lender.  Each
party hereto hereby agrees that no SPC shall be liable for any
indemnity or similar payment obligation under this Agreement for
which a Lender would otherwise be liable so long as, and to the
extent that, the related Granting Lender provides such indemnity
or makes such payment.  In furtherance of the foregoing, each
party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding
commercial paper or other senior indebtedness of any SPC, it will
not institute against or join any other person in instituting
against such SPC any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under the laws of the
United States or any State thereof.  Notwithstanding the
foregoing, the Granting Lender unconditionally agrees to
indemnify the Borrower, the LC Issuing Banks, the Administrative
Agent and each Lender against all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which
may be incurred by or asserted against the Borrower, the LC
Issuing Banks, the Administrative Agent or such Lender, as the
case may be, in any way relating to or arising as a consequence
of any such forbearance or delay in the initiation of any such
proceeding against its SPC.  Each party hereto hereby
acknowledges and agrees that no SPC shall have the rights of a
Lender hereunder, such rights being retained by the applicable
Granting Lender.  Accordingly, and without limiting the
foregoing, each party hereby further acknowledges and agrees that
no SPC shall have any voting rights hereunder and that the voting
rights attributable to any Advance made by an SPC shall be
exercised only by the relevant Granting Lender and that each
Granting Lender shall serve as the administrative agent and
attorney-in-fact for its SPC and shall on behalf of its SPC
receive any and all payments made for the benefit of such SPC and
take all actions hereunder to the extent, if any, such SPC shall
have any rights hereunder.  In addition, notwithstanding anything
to the contrary contained in this Agreement any SPC may (i) with
notice to, but without the prior written consent of any other
party hereto, assign all or a portion of its interest in any
Advances to the Granting Lender and (ii) disclose on a
confidential basis any information relating to its Advances to
any rating agency, commercial paper dealer or provider of any
surety, guarantee or credit or liquidity enhancement to such SPC.
This Section 8.07(i) may not be amended without the prior written
consent of each Granting Lender, all or any part of whose Advance
is being funded by an SPC at the time of such amendment.

     SECTION 8.08.  Governing Law.

     THIS  AGREEMENT AND ANY NOTE ISSUED PURSUANT TO SECTION 2.17
SHALL  BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE  LAW
OF THE STATE OF NEW YORK.

     SECTION 8.09.  Consent to Jurisdiction; Waiver of Jury Trial.

     (a)  To the fullest extent permitted by law, the Borrower hereby
irrevocably (i) submits to the non-exclusive jurisdiction of  any
New  York State or Federal court sitting in New York City and any
appellate  court  from  any thereof in any action  or  proceeding
arising out of or relating to this Agreement and (ii) agrees that
all  claims in respect of such action or proceeding may be  heard
and  determined in such New York State court or in  such  Federal
court.   The  Borrower hereby irrevocably waives, to the  fullest
extent permitted by law, the defense of an inconvenient forum  to
the  maintenance of such action or proceeding.  The Borrower also
irrevocably consents, to the fullest extent permitted by law,  to
the  service  of  any  and all process  in  any  such  action  or
proceeding  by  the mailing by certified mail of copies  of  such
process to the Borrower at its address specified in Section 8.02.
The Borrower agrees, to the fullest extent permitted by law, that
a  final  judgment  in  any such action or  proceeding  shall  be
conclusive and may be enforced in other jurisdictions by suit  on
the judgment or in any other manner provided by law.

     (b)  THE BORROWER, EACH LC ISSUING BANK, THE ADMINISTRATIVE AGENT
AND  THE  LENDERS HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL  BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF  OR
RELATING   TO  THIS  AGREEMENT  OR  ANY  INSTRUMENT  OR  DOCUMENT
DELIVERED HEREUNDER.

     SECTION 8.10.  Execution in Counterparts.

     This Agreement may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and  all
of  which  taken  together  shall constitute  one  and  the  same
agreement.

     SECTION 8.11.  Electronic Communications.

     (a)  The Borrower hereby agrees that, to the extent the Borrower
is  so  able,  it  will provide to the Administrative  Agent  all
information,  documents and other materials that it is  obligated
to   furnish  to  the  Administrative  Agent  pursuant  to   this
Agreement, including, without limitation, all notices,  requests,
financial  statements, financial and other reports,  certificates
and   other  information  materials,  but  excluding   any   such
communication  that (i) relates to a request  for  a  new,  or  a
conversion of an existing, borrowing or other extension of credit
(including  any  election of an interest rate or interest  period
relating  thereto), (ii) relates to the payment of any  principal
or  other  amount due under this Agreement prior to the scheduled
date  therefor, (iii) provides notice of any default or event  of
default  under this Agreement or (iv) is required to be delivered
to  satisfy any condition precedent to the effectiveness of  this
Agreement  and/or  any  borrowing or other  extension  of  credit
thereunder  (all such non-excluded communications being  referred
to  herein collectively as "Communications"), by transmitting the
Communications  in  an  electronic/soft  medium   in   a   format
acceptable      to      the     Administrative      Agent      to
oploanswebadmin@citigroup.com.  In addition, the Borrower  agrees
to  continue  to provide the Communications to the Administrative
Agent  in the manner specified in this Agreement but only to  the
extent  requested  by the Administrative Agent.   To  the  extent
Borrower  is  unable to deliver any portion of the Communications
in  an  electronic/soft medium form, the Borrower shall  promptly
deliver  hard copies of such Communications to the Administrative
Agent.

     (b)  The Borrower further agrees that the Administrative Agent
may  make the Communications available to the Lenders and the  LC
Issuing  Banks by posting the Communications on Intralinks  or  a
substantially  similar  electronic  transmission   systems   (the
"Platform").  The Borrower acknowledges that the distribution  of
material  through an electronic medium is not necessarily  secure
and  that  there  are confidentiality and other risks  associated
with such distribution.

    (c)  THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE".  THE
AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR
COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE
PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS
IN THE COMMUNICATIONS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED
OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-
INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR
OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION
WITH THE COMMUNICATIONS OR THE PLATFORM.  IN NO EVENT SHALL THE
ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR
REPRESENTATIVES (COLLECTIVELY, "AGENT PARTIES") HAVE ANY
LIABILITY TO THE BORROWER, ANY LENDER, ANY LC ISSUING BANK OR ANY
OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING,
WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT,
CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER'S OR THE
ADMINISTRATIVE AGENT'S TRANSMISSION OF COMMUNICATIONS THROUGH THE
INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY
IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF
COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT
PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

     (d)  The Administrative Agent agrees that the receipt of the
Communications by the Administrative Agent at its e-mail address
set forth above shall constitute effective delivery of the
Communications to the Administrative Agent for purposes of this
Agreement.  Each Lender and each LC Issuing Bank agrees that
notice to it (as provided in the next sentence) specifying that
the Communications have been posted to the Platform shall
constitute effective delivery of the Communications to such
Lender or such LC Issuing Bank for purposes of this Agreement.
Each Lender and each LC Issuing Bank agrees to notify the
Administrative Agent in writing (including by electronic
communication) from time to time of such Lender's or such LC
Issuing Bank's e-mail address to which the foregoing notice may
be sent by electronic transmission and (ii) that the foregoing
notice may be sent to such e-mail address.
(e)  Nothing herein shall prejudice the right of the
Administrative Agent, any LC Issuing Bank or any Lender to give
any notice or other communication pursuant to this Agreement in
any other manner specified in this Agreement.

     [The remainder of this page intentionally left blank.]

     IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
Agreement  to be executed by their respective officers  thereunto
duly authorized, as of the date first above written.


                              ENTERGY CORPORATION


                              By____________________________
                                Steven C. McNeal
                                Vice President and Treasurer



                              CITIBANK, N.A.,
                                as Administrative Agent, LC
                                  Issuing Bank and Bank


                              By____________________________
                                 Name:
                                 Title:

                              BANKS

                              ABN AMRO BANK N.V.,
                                as LC Issuing Bank and Bank


                              By____________________________
                                 Name:
                                 Title:


                              By____________________________
                                 Name:
                                 Title:

                              BARCLAYS BANK PLC


                              By____________________________
                                 Name:
                                 Title:


                              BAYERISCHE HYPO-UND VEREINSBANK AG,
                              NEW YORK BRANCH


                              By____________________________
                                 Name:
                                 Title:


                              By____________________________
                                 Name:
                                 Title:




                              BNP PARIBAS


                              By____________________________
                                 Name:
                                 Title:



                              By____________________________
                                 Name:
                                 Title:


                              CALYON NEW YORK BRANCH


                              By____________________________
                                 Name:
                                 Title:


                              By____________________________
                                 Name:
                                 Title:


                              CREDIT SUISSE FIRST BOSTON, ACTING
                              THROUGH ITS CAYMAN ISLANDS BRANCH


                              By____________________________
                                 Name:
                                 Title:


                              By____________________________
                                 Name:
                                 Title:

                              JPMORGAN CHASE BANK



                              By____________________________
                                 Name:
                                 Title:


                              KBC BANK N.V.


                              By____________________________
                                 Name:
                                 Title:



                              By____________________________
                                 Name:
                                 Title:

                              KEYBANK NATIONAL ASSOCIATION


                              By____________________________
                                 Name:
                                 Title:


                              LEHMAN BROTHERS BANK, FSB


                              By____________________________
                                 Name:
                                 Title:


                              MELLON BANK, N.A.


                              By____________________________
                                 Name:
                                 Title:


                              MIZUHO CORPORATE BANK, LTD.


                              By____________________________
                                 Name:
                                 Title:


                              MORGAN STANLEY BANK


                              By____________________________
                                 Name:
                                 Title:


                              REGIONS BANK


                              By____________________________
                                 Name:
                                 Title:


                              SOCIETE GENERALE


                              By____________________________
                                 Name:
                                 Title:


                              THE BANK OF NEW YORK


                              By____________________________
                                 Name:
                                 Title:


                              THE ROYAL BANK OF SCOTLAND PLC


                              By____________________________
                                 Name:
                                 Title:


                              UFJ BANK LIMITED


                              By____________________________
                                 Name:
                                 Title:


                              UNION BANK OF CALIFORNIA, N.A.


                              By____________________________
                                 Name:
                                 Title:


                              WACHOVIA BANK, NA


                              By____________________________
                                 Name:
                                 Title:


                              WEST LB AG, NEW YORK BRANCH


                              By____________________________
                                Name:
                                Title:


                              By____________________________
                                 Name:
                                 Title:




                           SCHEDULE I

               LIST OF APPLICABLE LENDING OFFICES

                       ENTERGY CORPORATION

              U.S. $2,000,000,000 Credit Agreement


                       Domestic              Eurodollar
 Name of Bank          Lending Office        Lending Office
___________________________________________________________

Citibank, N.A.         2 Penn's Way          2 Penn's Way
                       Suite 200             Suite 200
                       New Castle, DE 19720  New Castle, DE 19720
                       Attn: Betsy Wier      Attn: Betsy Wier
                       Bank Loan Operations  Bank Loan Operations
                       Phone: 302-894-6025   Phone: 302-894-6025
                       Fax: 212-994-0961     Fax: 212-994-0961

ABN AMRO Bank N.V.     208 South LaSalle     208 South LaSalle
                       Street                Street
                       Suite 1500            Suite 1500
                       Chicago, IL 60604-    Chicago, IL 60604-
                         1003                  1003
                       Attn: Credit          Attn: Credit
                         Administration        Administration
                       Fax:  312-992-5111    Fax:  312-992-5111
                       Email:                Email:
                       Melanie.dziobas@abna  Melanie.dziobas@abna
                        mro.com               mro.com

                       4400 Post Oak         4400 Post Oak
                       Parkway               Parkway
                       Suite 1500            Suite 1500
                       Houston, TX 77027     Houston, TX 77027
                       Attn:  Scott          Attn:  Scott
                        Donaldson             Donaldson
                       Fax:  832-681-7144    Fax:  832-681-7144
                       Email:                Email:
                       scott.donaldson@abna  scott.donaldson@abna
                        mro.com               mro.com

Barclays Bank PLC      200 Park Avenue       200 Park Avenue
                       4th Floor             4th Floor
                       New York, NY 10166    New York, NY 10166

Bayerische Hypo-und    Bayerische Hypo-und   Bayerische Hypo-und
Vereinsbank AG, New    Vereinsbank           Vereinsbank
York Branch             AG, New York Branch   AG, Grand Cayman Branch
                       150 East 42nd Street  c/o Bayerische Hypo-und
                       New York, NY 10017     Vereinsbank AG
                                             150 East 42nd Street
                                             New York, NY 10017

BNP Paribas            787 Seventh Avenue    787 Seventh Avenue
                       New York, N.Y.        New York, N.Y.
                        10019                 10019
                       Phone: 212-841-2000   Phone: 212-841-2000
                       Fax: 212-841-2555     Fax: 212-841-2555


Calyon New York        1301 Avenue of the    1301 Avenue of the
 Branch                 Americas              Americas
                       New York, NY  10019   New York, NY  10019

Credit Suisse First    One Madison Avenue    One Madison Avenue
Boston, acting         New York, NY  10010   New York, NY  10010
through its Cayman     Attn:  Ed Markowski   Attn:  Ed Markowski
Islands Branch          Leslie Hazel           Leslie Hazel
                       Phone:  212-538-3380  Phone: 212-538-3380
                               212-325-9049         212-325-9049
                       Fax:    212-538-6851   Fax:  212-538-6851
                               212-325-8317         212-325-8317
                       Email:                Email:
                       edward.markowski@csf  edward.markowski@csf
                        b.com/hazelleslie@cs  b.com/hazelleslie@cs
                        fb.com                fb.com

JPMorgan Chase Bank    1111 Fannin-10th Flr  1111 Fannin-10th Flr
                       Houston, TX 77002     Houston, TX 77002
                       Attn:  Jaime Garcia/  Attn:  Jaime Garcia/
                       Sylvia Gutierrez      Sylvia Gutierrez
                       Phone: 713-750-2377   Phone: 713-750-2377
                              713-750-2510          713-750-2510
                       Fax:   713-750-6307     Fax: 713-750-6307
                              713-750-6307          713-750-6307
                       Email:                Email:
                       jaime.e.garcia@jpmor  jaime.e.garcia@jpmor
                        gan.com               gan.com
                       /sylvia.gutierrez@jp  /sylvia.gutierrez@jp
                        morgan.com            morgan.com

KBC Bank N.V.          KBC Bank N.V.         KBC Bank N.V.
                       New York Branch       New York Branch
                       125 West 55th Street  125 West 55th Street
                       New York, NY 10019    New York, NY 10019


KeyBank National       127 Public Square     127 Public Square
Association            Mailcode: OH-01-27-   Mailcode: OH-01-27-
                        0606                  0606
                       Cleveland, Ohio       Cleveland, Ohio
                        44114-1306            44114-1306

Lehman Brothers        745 7th Avenue, 16th  745 7th Avenue, 16th
Bank, FSB               Floor                 Floor
                       New York, N.Y. 10019  New York, N.Y. 10019
                       Attn:  Michael Herr   Attn:  Michael Herr
                       Phone:  212-526-6560  Phone: 212-526-6560
                       Fax:    212-520-0450    Fax: 212-520-0450
                       Email:                Email:
                       mherr@lehman.com      mherr@lehman.com


Mellon Bank, N.A.      Three Mellon Center,  Three Mellon Center,
                        Room 1203             Room 1203
                       Pittsburgh, PA 15259- Pittsburgh, PA 15259-
                        0003                  0003
                       Attn: Brenda Leierzapf Attn: Brenda Leierzapf
                       Phone: 412-234-8161   Phone: 412-234-8161
                       Fax:   412-209-6146     Fax: 412-209-6146


Mizuho Corporate       1221 McKinney Street  1221 McKinney Street
Bank, Ltd.             Suite 4100            Suite 4100
                       Houston, TX  77010    Houston, TX  77010


Morgan Stanley Bank    1585 Broadway         1585 Broadway
                       New York N.Y. 10036   New York N.Y., 10036


Regions Bank           417 20th St. N.       417 20th St. N.
                       Birmingham, AL 35203  Birmingham, AL 35203
                       Attn: Kim Hassell/    Attn: Kim Hassell/
                             Joanne Green          Joanne Green
                       Phone:  205-326-7038  Phone:  205-326-7038
                               205-326-7746          205-326-7746
                       Fax:    205-326-7746    Fax:  205-326-7746
                               205-326-7746          205-326-7746
                       Email:                Email:
                       kim.hassell@regions.  kim.hassell@regions.
                        com/joann.green@regi  com/joann.green@regi
                        ons.com               ons.com

Societe Generale       560 Lexington Avenue  560 Lexington Avenue
                       New York, N.Y. 10022  New York, N.Y. 10022
                       Attn: Margaret Ayala  Attn: Margaret Ayala
                       Phone: 212-278-6971   Phone: 212-278-6971
                       Fax:   212-278-7490   Fax:   212-278-7490
                              212-278-7343          212-278-7343


The Bank of New York   One Wall Street       One Wall Street
                       New York, NY 10286    New York, NY 10286
                       Attn: Steve           Attn: Steve
                        Kalachman             Kalachman
                       Phone: 212-635-7547   Phone: 212-635-7547
                       Fax:   212-635-7923   Fax:   212-635-7923


The Royal Bank of      101 Park Avenue       101 Park Avenue
Scotland plc            12th Floor            12th Floor
                       New York, NY 10178    New York, NY 10178
                       Attn: Sheila Shaw/    Attn: Sheila Shaw/
                        Juanita Baird         Juanita Baird
                       Phone: 212-401-1406   Phone: 212-401-1406
                                      1420                  1420
                       Fax:   212-401-1336   Fax:   212-401-1336


UFJ Bank Limited

Union Bank of          445 South Figueroa    445 South Figueroa
California, N.A.        Street                Street
                       15th Floor            15th Floor
                       Los Angeles, CA       Los Angeles, CA
                        90071                 90071

Wachovia Bank, NA      201 S. College St.    201 S. College St.
                       Charlotte, NC 28244   Charlotte, NC 28244
                       Attn: Cynthia Rawson  Attn: Cynthia Rawson
                       Phone:  704-374-4425  Phone:  704-374-4425
                       Fax:    704-715-0097  Fax:    704-715-0097
                       Email:                Email:
                       cynthia.rawson@wacho  cynthia.rawson@wacho
                        via.com               via.com

West LB AG, New York   1211 Avenue of the    1211 Avenue of the
Branch                  Americas              Americas
                       New York, NY 10036    New York, NY 10036
                       Attn:  Cheryl Wilson  Attn:  Cheryl Wilson
                       Phone:  212-852-6152  Phone:  212-852-6152
                       Fax:    212-302-7946    Fax:  212-302-7946




                           SCHEDULE II

                       COMMITMENT SCHEDULE


Name of Lender                              Commitment Amount
_____________________________________________________________
Citibank, N.A.                                $170,000,000
ABN AMRO Bank N.V.                            $140,000,000
BNP Paribas                                   $140,000,000
JPMorgan Chase Bank                           $140,000,000
The Royal Bank of Scotland plc                $140,000,000
Barclays Bank PLC                             $100,000,000
Calyon New York Branch                        $100,000,000
KeyBank National Association                  $100,000,000
Morgan Stanley Bank                           $100,000,000
The Bank of New York                          $100,000,000
Wachovia Bank, NA                             $100,000,000
Credit  Suisse First Boston, Cayman Islands   $100,000,000
  Branch
Lehman Brothers Bank, FSB                      $75,000,000
Regions Bank                                   $75,000,000
Societe Generale                               $75,000,000
Union Bank of California, N.A.                 $75,000,000
Bayerische Hypo-und Vereinsbank AG, New        $45,000,000
  York Branch
Mellon Bank, N.A.                              $45,000,000
KBC Bank N.V.                                  $45,000,000
Mizuho Corporate Bank, Ltd.                    $45,000,000
West LB AG, New York Branch                    $45,000,000
UFJ Bank Limited                               $45,000,000
Total Commitment:                           $2,000,000,000









                        SCHEDULE 2.03(h)

                        LETTERS OF CREDIT


1.   Letter of credit number 61611082, issued by Citibank, N.A.
     in favor of The Power Authority of the State of New York for the
     account of Borrower in the amount of $20,000,000.00 with  an
     expiration date of May 7, 2007.

2.   Letter of credit number 61611083, issued by Citibank, N.A.
     in favor of The Power Authority of the State of New York for the
     account of Borrower in the amount of $20,000,000.00 with an
     expiration date of May 7, 2007.

3.   Letter of credit number S060450, issued by ABN AMRO  Bank
     N.V. in favor of PPL EnergyPlus, LLC for the account of Borrower
     in the amount of $25,000,000.00 with an expiration date of June
     30, 2005.

4.   Letter of credit number 61608242, issued by Citibank, N.A.
     in favor of St. Paul Fire & Marine Insurance Company for the
     account of Borrower in the amount of $2,500,000.00 with an
     expiration date of December 31, 2005.


                           EXHIBIT A-1

                   FORM OF NOTICE OF BORROWING


Citibank, N.A., as Administrative Agent
 for the Lenders and the LC Issuing Banks party
 to the Credit Agreement
 referred to below
Two Penns Way, Suite 200
New Castle, Delaware 19720


                                    [Date]


      Attention:   Bank Loan Syndications



Ladies and Gentlemen:

     The  undersigned, Entergy Corporation, refers to the  Credit
Agreement, dated as of May 25, 2005 (the "Credit Agreement",  the
terms  defined  therein being used herein  as  therein  defined),
among  the undersigned, certain Lenders parties thereto,  the  LC
Issuing  Banks  and Citibank, N.A., as Administrative  Agent  for
said  Lenders  and  said LC Issuing Banks, and hereby  gives  you
notice,  irrevocably,  pursuant to Section  2.02  of  the  Credit
Agreement that the undersigned hereby requests a Borrowing  under
the Credit Agreement, and in that connection sets forth below the
information relating to such Borrowing (the "Proposed Borrowing")
as required by Section 2.02(a) of the Credit Agreement:

       (i)  The  Business Day of the Proposed Borrowing is
____, 20 __.

      (ii)  The Type of Advances to be made in connection with the
Proposed  Borrowing  is  [Base Rate  Advances]  [Eurodollar  Rate
Advances].

     (iii)  The aggregate amount of the Proposed Borrowing is
$_____.

      (iv)  The Interest Period for each Eurodollar Rate Advance
made as part of the Proposed Borrowing is ___ month[s]1.

     The   undersigned  hereby  certifies  that   the   following
statements are true on the date hereof, and will be true  on  the
date of the Proposed Borrowing:


_________________________
(1)  Delete for Base Rate Advances.


     (A)  the representations and warranties contained in Section
4.01 of the Credit Agreement (excluding those contained in subsections
(e) and (f) thereof with respect to each Extension of Credit requested
after the initial Extension of Credit) are correct,before and after
giving effect to the Proposed Borrowing and to the application of
the proceeds therefrom, as though made on and as of such date; and

     (B)  no event has occurred and is continuing, or would result
from such Proposed Borrowing or from the application of  the proceeds
therefrom, that constitutes a Prepayment Event or an Event of Default
or would constitute an Event of Default but for the requirement that
notice be given or time elapse or both.


                              Very truly yours,

                              ENTERGY CORPORATION


                              By ____________________________
                                Name:
                                Title:





                           EXHIBIT A-2

                  FORM OF NOTICE OF CONVERSION


Citibank, N.A., as Administrative Agent
 for the Lenders and the LC Issuing Banks party
 to the Credit Agreement
 referred to below
Two Penns Way, Suite 200
New Castle, Delaware 19720


                                    [Date]


      Attention:   Bank Loan Syndications


Ladies and Gentlemen:

     The  undersigned, Entergy Corporation, refers to the  Credit
Agreement,  dated  as  of _____________________,  2005   (the
"Credit  Agreement", the terms defined therein being used  herein
as therein defined), among the undersigned, certain Lenders party
thereto,   the   LC   Issuing  Banks  and  Citibank,   N.A.,   as
Administrative Agent for said Lenders and said LC Issuing  Banks,
and   hereby   gives   you  notice,  irrevocably,   pursuant   to
Section 2.10 of the Credit Agreement, that the undersigned hereby
requests  a  Conversion under the Credit Agreement, and  in  that
connection  sets  forth below the information  relating  to  such
Conversion   (the   "Proposed   Conversion")   as   required   by
Section 2.10 of the Credit Agreement:

       (i)  The Business Day of the Proposed Conversion is __________,
     _____.

      (ii)  The Type of Advances comprising the Proposed Conversion is
     [Base Rate Advances] [Eurodollar Rate Advances].

     (iii)  The aggregate amount of the Proposed Conversion is
     $__________.

      (iv)  The Type of Advances to which such Advances are proposed to
     be Converted is [Base Rate Advances] [Eurodollar Rate Advances].

       (v)  The Interest Period for each Advance made as part of the
     Proposed Conversion is ___ month(s).2



____________________________
(2)  Delete for Base Rate Advances


     The  undersigned  hereby represents and  warrants  that  the
following  statements are true on the date hereof,  and  will  be
true on the date of the Proposed Conversion:

          (A)  The Borrower's request for the Proposed Conversion is made
     in compliance with Section 2.10 of the Credit Agreement; and

          (B)  The statements contained in Section 3.02 of the Credit
     Agreement are true.


                              Very truly yours,

                              ENTERGY CORPORATION



                              By______________________________
                                Name:
                                Title:





                           EXHIBIT A-3

                  FORM OF REQUEST FOR ISSUANCE





                                                           [Date]


Citibank, N.A., as
  Administrative Agent for the
  Lenders and the LC Issuing
  Banks party to the Credit
  Agreement referred to below
Two Penns Way, Suite 200
New Castle, Delaware 19720


Ladies and Gentlemen:

     The   undersigned,  Entergy  Corporation  (the  "Borrower"),
refers  to  the Credit Agreement, dated as of May  25,  2005  (as
amended, modified, or supplemented from time to time, the "Credit
Agreement",  the  terms  defined therein  being  used  herein  as
therein defined), among the undersigned, the Lenders and  the  LC
Issuing  Banks  party thereto and the Administrative  Agent,  and
hereby  gives you notice, pursuant to Section 2.03 of the  Credit
Agreement,  that the Borrower hereby requests the issuance  of  a
Letter of Credit (the "Requested Letter of Credit") in accordance
with the following terms:

            (i)  the  requested  date  of  [issuance]  [extension]
     [modification] [amendment] of the Requested Letter of Credit
     (which is a Business Day) is _____________;

           (ii)  the  expiration date of the Requested  Letter  of
     Credit requested hereby is ___________;3

          (iii)  the  proposed stated amount of the Requested
     Letter of Credit is _______________;4

           (iv)  The beneficiary of the Requested Letter of Credit
     is:  [insert name and address of beneficiary]; and

            (v)  the conditions under which a drawing may be  made
     under  the  Requested  Letter  of  Credit  are  as  follows:
     ___________________.



_____________________________
(3)  Date  may not be later than the fifth Business Day prior  to
     the  Termination Date.

(4)  Must be minimum of $100,000.



     Attached  hereto as Exhibit A is a consent to this requested
[amendment]  [modification] executed by the  beneficiary  of  the
Letter of Credit.5

     Upon  the issuance of the Letter of Credit by an LC  Issuing
     Bank in response to this request, the Borrower shall be deemed to
have represented and warranted that the applicable conditions  to
an  issuance of a Letter of Credit that are specified in  Article
III of the Credit Agreement have been satisfied.

                              ENTERGY CORPORATION


                              By_______________________________
                                Name:
                                Title:




_____________________________
(5)  Include  this  paragraph only if request is for modification
     or amendment of the Letter of Credit.



				EXHIBIT B

                FORM OF ASSIGNMENT AND ACCEPTANCE


                                          Dated ___________, 20__



     Reference is made to the Credit Agreement, dated as  of  May
25, 2005 (as amended, modified or supplemented from time to time,
the  "Credit Agreement"), among Entergy Corporation,  a  Delaware
corporation  (the  "Borrower"), the Lenders (as  defined  in  the
Credit  Agreement), Citibank, N.A., as Administrative  Agent  for
the Lenders (the "Administrative Agent") and the LC Issuing Banks
(the  "LC Issuing Banks").  Terms defined in the Credit Agreement
are used herein with the same meaning.

     ____________   (the   "Assignor")   and   ___________   (the
"Assignee") agree as follows:

     (a)   The  Assignor hereby sells and assigns to the Assignee
without  recourse, and the Assignee hereby purchases and  assumes
from  the Assignor, that interest in and to all of the Assignor's
rights and obligations under the Credit Agreement as of the  date
hereof  which  represents the percentage  interest  specified  on
Schedule  1 of all outstanding rights and obligations  under  the
Credit Agreement, including, without limitation, such interest in
the Assignor's Commitment and the Advances owing to the Assignor.
After  giving effect to such sale and assignment, the  Assignee's
Commitment  and the amount of the Advances owing to the  Assignee
will be as set forth in Section b of Schedule 1.

     (b)  The Assignor (i) represents and warrants that it is the
legal  and beneficial owner of the interest being assigned by  it
hereunder and that such interest is free and clear of any adverse
claim;  (ii) makes no representation or warranty and  assumes  no
responsibility  with  respect to any  statements,  warranties  or
representations  made  in  or  in  connection  with  the   Credit
Agreement  or  the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or  any
other  instrument  or  document furnished pursuant  thereto;  and
(iii)  makes  no  representation  or  warranty  and  assumes   no
responsibility  with respect to the financial  condition  of  the
Borrower or the performance or observance by the Borrower of  any
of  its  obligations  under the Credit  Agreement  or  any  other
instrument  or  document furnished pursuant thereto.   Except  as
specified  in this Section b, the assignment hereunder  shall  be
without recourse to the Assignor.

     (c)  The Assignee (i) confirms  that it has received a copy
of the Credit Agreement, together  with  copies of the financial
statements  referred to in Section 4.01 thereof  and  such  other
documents  and information as it has deemed appropriate  to  make
its   own  credit  analysis  and  decision  to  enter  into  this
Assignment   and   Acceptance;  (ii)   agrees   that   it   will,
independently and without reliance upon the Administrative Agent,
the  Assignor or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to
make  its  own  credit decisions in taking or not  taking  action
under  the  Credit Agreement; (iii) appoints and  authorizes  the
Administrative Agent to take such action as agent on  its  behalf
and  to  exercise such powers under the Credit Agreement  as  are
delegated  to  the  Administrative Agent by  the  terms  thereof,
together  with such powers as are reasonably incidental  thereto;
(iv)  agrees that it will perform in accordance with their  terms
all of the obligations which by the terms of the Credit Agreement
are   required  to  be  performed  by  it  as  a  Lender;   [and]
(v)  specifies  as its Domestic Lending Office (and  address  for
notices)  and  Eurodollar Lending Office the  offices  set  forth
beneath its name on the signature pages hereof [and (vi) attaches
the  forms  prescribed  by the Internal Revenue  Service  of  the
United  States  certifying that it is exempt from  United  States
withholding taxes with respect to all payments to be made to  the
Assignee under the Credit Agreement].1

    (d)  Following the execution of this Assignment and Acceptance
by the Assignor and  the Assignee, it will  be  delivered  to  the
Administrative  Agent  for  acceptance  and  recording   by   the
Administrative Agent.  The effective date of this Assignment  and
Acceptance  shall  be  the  date of  acceptance  thereof  by  the
Administrative Agent, unless otherwise specified  on  Schedule  1
hereto  (the  "Effective Date"); provided, however,  that  in  no
event shall this Assignment and Acceptance become effective prior
to  the  payment for the processing and recordation  fee  to  the
Administrative Agent as provided in Section 8.07(a) of the Credit
Agreement.

     (e)  Upon such acceptance and recording by the Administrative
Agent,  as  of the Effective Date, (i) the Assignee  shall  be  a
party to the Credit Agreement and, to the extent provided in this
Assignment and Acceptance, have the rights and obligations  of  a
Lender  thereunder  and (ii) the Assignor shall,  to  the  extent
provided in this Assignment and Acceptance, relinquish its rights
and be released from its obligations under the Credit Agreement.

     (f)  Upon such acceptance and recording by the Administrative
Agent,  from  and  after the Effective Date,  the  Administrative
Agent  shall  make  all payments under the  Credit  Agreement  in
respect  of  the  interest  assigned hereby  (including,  without
limitation, all payments of principal, interest and facility fees
with respect thereto) to the Assignee.  The Assignor and Assignee
shall  make  all  appropriate adjustments in payments  under  the
Credit Agreement for periods prior to the Effective Date directly
between themselves.

     (g)  THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     (h)  This Assignment and Acceptance may be signed in any
number of counterparts, each of which shall be deemed an original,
with the  same effect as if the signatures thereto and hereto were
up on the same instrument.




_______________________________
(1)  If the Assignee is organized under the laws of a jurisdiction
     outside the United States.






     IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
Assignment  and  Acceptance to be executed  by  their  respective
officers  thereunto duly authorized, as of the date  first  above
written, such execution being made on Schedule 1 hereto.


                              [NAME OF ASSIGNOR]


                              By________________________________
                                Name:
                                Title:


                              [NAME OF ASSIGNEE]


                              By_________________________________
                                Name:
                                Title:

                          Domestic Lending Office (and
                            address for notices):
                                 [Address]


                          Eurodollar Lending Office:
                                 [Address]

Accepted this ___ day
of ___________, 20__


CITIBANK, N.A., as Administrative Agent and LC Issuing Bank


By_____________________________
  Name:
  Title:


ABN AMRO BANK N.V., as LC Issuing Bank


By_____________________________
  Name:
  Title:


[[________________________], as LC Issuing Bank


By____________________________
  Name:
  Title:]






                           Schedule 1
                               to
                    Assignment and Acceptance

                     Dated __________, 20__



Section (a)

     Percentage Interest:                       ______%

Section (b)

     Assignee's Commitment:                     $______

     Aggregate Outstanding Principal
     Amount of Advances owing                   $______
     to the Assignee:

Section (c)

     Effective Date1:                   _________, 20__




_______________________________
(1)  This  date should be no earlier than the date of acceptance  by
     the Administrative Agent.






                            EXHIBIT C

                       FORM OF OPINION OF
                    COUNSEL FOR THE BORROWER


                                                     May 25, 2005




To each of the Lenders parties to the
 Credit Agreement referred to below,
 to Citibank, N.A., as Administrative Agent,
 and to the LC Issuing Banks


                       Entergy Corporation

Ladies and Gentlemen:

     I  have  acted as counsel to Entergy Corporation, a Delaware
corporation (the "Borrower"), in connection with the preparation,
execution and delivery of the Credit Agreement, dated as  of  May
25,  2005,  by and among the Borrower, the Banks and  LC  Issuing
Banks  parties  thereto  and Citibank,  N.A.,  as  Administrative
Agent.   This opinion is furnished to you at the request  of  the
Borrower  pursuant to Section 3.01(a)(v) of the Credit Agreement.
Unless  otherwise defined herein or unless the context  otherwise
requires,  terms defined in the Credit Agreement are used  herein
as therein defined.

     In such capacity, I have examined:

            (i)  Counterparts of the Credit Agreement, executed by
     the Borrower;

           (ii)  The Certificate of Incorporation of the Borrower
     (the "Charter");

          (iii)  The Bylaws of the Borrower (the "Bylaws");

           (iv)  A certificate of the Secretary of State of the
     State of Delaware, dated ____________, 2005, attesting to the
     continued corporate existence and good standing of the Borrower
     in that State;

            (v)  A certificate of the Secretary of State of the State of
     Louisiana, dated ____________, 2005, attesting that the Borrower
     is a foreign corporation duly qualified to conduct business in
     that State;

           (vi)  A copy of the Order dated June 30, 2004 (File No.
     70-10202) under the Public Utility Holding Company Act of 1935
     (the "SEC Order"); and

          (vii)  The other documents furnished by the Borrower to the
Administrative Agent pursuant to Section 3.01(a) of the Credit
Agreement.

I  have  also  examined  such  other  corporate  records  of  the
Borrower, certificates of public officials and of officers of the
Borrower, and agreements, instruments and other documents,  as  I
have  deemed  necessary  as a basis for  the  opinions  expressed
below.

     In  my  examination, I have assumed the genuineness  of  all
signatures,   the   legal  capacity  of  natural   persons,   the
authenticity  of all documents submitted to me as originals,  and
the  conformity with the originals of all documents submitted  to
me  as  copies.   In  making  my  examination  of  documents  and
instruments executed or to be executed by persons other than  the
Borrower,  I  have assumed that each such other  person  had  the
requisite power and authority to enter into and perform fully its
obligations thereunder, the due authorization by each such  other
person  for  the execution, delivery and performance thereof  and
the  due  execution and delivery thereof by or on behalf of  such
person of each such document and instrument.  In the case of  any
such  person  that is not a natural person, I have also  assumed,
insofar  as it is relevant to the opinions set forth below,  that
each such other person is duly organized, validly existing and in
good standing under the laws of the jurisdiction in which it  was
created, and is duly qualified and in good standing in each other
jurisdiction   where  the  failure  to  be  so  qualified   could
reasonably be expected to have a material effect upon its ability
to execute, deliver and/or perform its obligations under any such
document  or  instrument.   I  have  further  assumed  that  each
document, instrument, agreement, record and certificate  reviewed
by  me for purposes of rendering the opinions expressed below has
not  been  amended by any oral agreement, conduct  or  course  of
dealing between the parties thereto.

     As  to  questions of fact material to the opinions expressed
herein,  I  have relied upon certificates and representations  of
officers  of  the  Borrower (including but not limited  to  those
contained in the Credit Agreement and certificates delivered upon
the  execution  and  delivery of the  Credit  Agreement)  and  of
appropriate public officials, without independent verification of
such matters except as otherwise described herein.

     Whenever my opinions herein with respect to the existence or
absence  of  facts are stated to be to my knowledge or awareness,
it  is  intended to signify that no information has  come  to  my
attention  or  the  attention of other counsel working  under  my
direction  in  connection with the preparation  of  this  opinion
letter  that  would  give  me or them  actual  knowledge  of  the
existence  or  absence  of such facts.  However,  except  to  the
extent  expressly  set  forth herein, neither  I  nor  they  have
undertaken   any  independent  investigation  to  determine   the
existence or absence of such facts, and no inference as to my  or
their  knowledge of the existence or absence of such facts should
be assumed.

     On  the basis of the foregoing, having regard for such legal
consideration  as  I  deem relevant, and  subject  to  the  other
limitations and qualifications contained in this letter, I am  of
the opinion that:

     (a)   The  Borrower is a corporation duly organized, validly
existing  and  in good standing under the laws of  the  State  of
Delaware  and  is  duly  qualified to do business  as  a  foreign
corporation  in  each jurisdiction in which  the  nature  of  the
business  conducted or the property owned, operated or leased  by
it requires such qualification.

     (b)  The execution, delivery and performance by the Borrower
of the  Credit Agreement are within the Borrower's corporate powers,
have  been duly authorized by all necessary corporate action  and
do  not contravene (i) the Charter or the Bylaws or (ii) law,  or
(iii)  any  contractual  or  legal  restriction  binding  on   or
affecting  the  Borrower.   The Credit Agreement  has  been  duly
executed and delivered on behalf of the Borrower.

     (c)  No authorization, approval or other action by, and no notice
to  or filing with, any governmental authority or regulatory body
is  required  for (i) the due execution, delivery and performance
by  the Borrower of the Credit Agreement, including obtaining any
Extensions of Credit under the Credit Agreement, except  for  the
filing of the Declaration on Form U-1 and amendments and exhibits
thereto  in File No. 70-10202 and the SEC Order, which have  been
obtained, are final and in full force and effect, and are not the
subject  of  any  appeal  and  (ii)  after  June  30,  2007,  the
performance  by  the Borrower of the Credit Agreement,  including
obtaining  any  Extensions of Credit under the Credit  Agreement,
except for the filing of a Declaration on Form U-1 and amendments
and exhibits thereto, or the filing of amendments to File No. 70-
10202,  to request, among other things, that the term of the  SEC
Order be extended from at least June 30, 2007 to May 25, 2010, or
such  later Termination Date as extended pursuant to Section 2.18
of  the Credit Agreement and the New SEC Order and the SEC notice
or  notices  related thereto, which shall have been obtained  and
shall be final and in full force and effect.

     (d)  Except as disclosed in the Borrower's Annual Report on Form
10-K  for  the fiscal year ended December 31, 2004,  and  in  the
Borrower's  Quarterly Report on Form 10-Q for  the  period  ended
March  31,  2005,  there is no pending or,  to  the  best  of  my
knowledge, threatened action or proceeding affecting the Borrower
or  any of its subsidiaries before any court, governmental agency
or  arbitrator  that  reasonably  could  be  expected  to  affect
materially  and adversely the condition (financial or otherwise),
operations, business, properties or prospects of the Borrower  or
its   ability  to  perform  its  obligations  under  the   Credit
Agreement,  or  that  purports to affect the legality,  validity,
binding effect or enforceability of the Credit Agreement.  To the
best of my knowledge, after inquiry, there has been no change  in
any  matter  disclosed in such filings that reasonably  could  be
expected to result in such a material adverse effect.

     (e)  The Borrower is not an "investment company" or a company
"controlled"  by an "investment company", within the  meaning  of
the Investment Company Act of 1940, as amended, or an "investment
adviser"  within  the meaning of the Investment Advisers  Act  of
1940, as amended.

     (f)   The Credit Agreement constitutes the legal, valid  and
binding  obligation  of  the  Borrower  enforceable  against  the
Borrower in accordance with its terms.

     My   opinions   above   are   subject   to   the   following
qualifications:

          (i)  My opinions are subject, as to enforceability,  to
     (A)    bankruptcy,   insolvency,   fraudulent    conveyance,
     reorganization, moratorium and other similar laws  affecting
     creditors rights generally and (B) the application of general
     principles of equity, including but not limited to the right to
     have specific performance of contract obligations, regardless of
     whether considered in a proceeding in equity or at law.

         (ii)  My opinion in paragraph (a) above, insofar as it relates to
     the due incorporation, valid existence and good standing of the
     Borrower under Delaware law, is given exclusively in reliance
     upon a certification of the Secretary of State of Delaware, upon
     which  I believe I am justified in relying.  A copy of  such
     certification has been provided to you.

        (iii)  My opinion set forth in paragraph (c) above as to the
     obtaining of necessary governmental and regulatory approvals is
     based solely upon a review of those laws that, in my experience,
     are  normally applicable to the Borrower in connection  with
     transactions of the type contemplated by the Credit Agreement.

         (iv)  My opinion in paragraph (f) above as to the legality,
     validity,  binding nature and enforceability of  the  Credit
     Agreement is given in reliance upon a legal opinion of even date
     herewith of Thelen Reid & Priest LLP, New York counsel to the
     Borrower, and is subject to the assumptions, limitations and
     qualifications contained therein.  A copy of the legal opinion of
     Thelen  Reid  &  Priest  LLP,  is  being  provided  to   you
     contemporaneously herewith.

Notwithstanding  the qualifications set forth above,  I  have  no
actual  knowledge  of  any  matter  within  the  scope  of   said
qualifications  that would cause me to change  the  opinions  set
forth in this letter.

     I am licensed to practice law only in the State of Louisiana
and,  except as otherwise provided herein, my role as counsel  to
the  Borrower  is limited to matters involving the  laws  of  the
State  of Louisiana and the federal laws of the United States  of
America.   Except  to  the extent otherwise expressly  set  forth
herein,  and  except  with  respect to matters  governed  by  the
General Corporation Law of Delaware, I render no opinion  on  the
laws  of  any other jurisdiction or any subdivision thereof,  and
have  made no independent investigation into any such laws except
as specifically provided herein.

     My  opinions are expressed as of the date hereof, and  I  do
not assume any obligation to update or supplement my opinions  to
reflect  any  fact  or circumstance that hereafter  comes  to  my
attention, or any change in law that hereafter occurs.

     This opinion letter is being provided exclusively to and for
the  benefit of the addressees hereof.  It is not to be furnished
to  or  relied  upon  by any other party for any  other  purpose,
without prior express written authorization from me, except  that
(A)  Thelen Reid & Priest LLP may rely hereon in connection  with
their  opinion  to  you of even date herewith on  behalf  of  the
Borrower  as to matters of New York law; (B) King & Spalding  LLP
hereby  is authorized to rely on this letter in the rendering  of
their opinion to the Lenders and the LC Issuing Banks dated as of
the date hereof; and (C) any addressee of this letter may deliver
a  copy  hereof  to any person that becomes a  Lender  or  an  LC
Issuing  Bank  under the Credit Agreement after the date  hereof,
and  such  person  may rely on this opinion as  if  it  had  been
addressed  and delivered to it on the date hereof as an  original
Bank or LC Issuing Bank that was a party to the Credit Agreement.

                              Very truly yours,


                              Denise C. Redmann
                              Assistant General Counsel


                            EXHIBIT D

                   OPINION OF SPECIAL NEW YORK
                      COUNSEL TO THE AGENT



                                                     May 25, 2005


To each of the Lenders parties to the
 Credit Agreement referred to below and
 to Citibank, N.A., as Administrative Agent


                       Entergy Corporation

Ladies and Gentlemen:

     We have acted as special New York counsel to Citibank, N.A.,
as  Administrative  Agent, in connection  with  the  preparation,
execution and delivery of the Credit Agreement, dated as  of  May
25, 2005 (the "Credit Agreement"), among Entergy Corporation, the
Lenders and LC Issuing Banks parties thereto and Citibank,  N.A.,
as  Administrative Agent.  Terms defined in the Credit  Agreement
are used herein as therein defined.

     In   this   connection,  we  have  examined  the   following
documents:

     (a)   a counterpart of the Credit Agreement, executed by the
parties thereto; and

     (b)  the other documents furnished to the Administrative Agent
pursuant  to  Section 3.01(a) of the Credit Agreement,  including
(without  limitation) the opinion (the "Opinion")  of  Denise  C.
Redmann, counsel to the Borrower.

     In  our  examination of the documents referred to above,  we
have assumed the authenticity of all such documents submitted  to
us  as  originals,  the genuineness of all  signatures,  the  due
authority  of  the  parties  executing  such  documents  and  the
conformity to the originals of all such documents submitted to us
as  copies.   We  have  also assumed that you have  independently
evaluated,  and are satisfied with, the creditworthiness  of  the
Borrower   and  the  business  terms  reflected  in  the   Credit
Agreement.   We  have  relied,  as to  factual  matters,  on  the
documents we have examined.

     To  the  extent  that our opinions expressed  below  involve
conclusions as to matters governed by law other than the  law  of
the  State of New York, we have relied upon the Opinion and  have
assumed without independent investigation the correctness of  the
matters  set  forth therein, our opinions expressed  below  being
subject  to  the assumptions, qualifications and limitations  set
forth  in  the  Opinion.  We note that we do  not  represent  the
Borrower  and,  accordingly,  are not  privy  to  the  nature  or
character  of  its business.  Accordingly, we have  also  assumed
that   the   Borrower  is  subject  only  to   statutes,   rules,
regulations, judgments, orders, and other requirements of law  of
general applicability to corporations doing business in the State
of New York.

     Based upon and subject to the foregoing, and subject to  the
qualifications  set forth below, we are of the opinion  that  the
Credit  Agreement is the legal, valid and binding  obligation  of
the Borrower, enforceable against the Borrower in accordance with
its terms.

     Our opinion is subject to the following qualifications:

          (i)  The enforceability of the Borrower's obligations under
     the Credit  Agreement is subject to the effect of any applicable
     bankruptcy, insolvency, fraudulent conveyance, reorganization,
     moratorium or similar law affecting creditors' rights generally.

         (ii)  The enforceability of the Borrower's obligations under
     the Credit Agreement is subject to the effect of general
     principles of equity, including (without limitation) concepts of
     materiality,  reasonableness, good faith  and  fair  dealing
     (regardless of whether considered in a proceeding in equity or at
     law).  Such principles of equity are of general application, and,
     in applying such principles, a court, among other things, might
     not allow a contracting party to exercise remedies in respect of
     a default deemed immaterial, or might decline to order an obligor
     to perform covenants.

        (iii)  We note further that, in addition to the application of
     equitable principles described above, courts have imposed an
     obligation on contracting parties to act reasonably and in good
     faith in the exercise of their contractual rights and remedies,
     and may also apply public policy considerations in limiting the
     right  of  parties  seeking to obtain indemnification  under
     circumstances where the conduct of such parties is determined to
     have constituted negligence.

         (iv)  We express no opinion herein as to (A) Section 8.05 of the
     Credit Agreement, (B) the enforceability of provisions purporting
     to grant to a party conclusive rights of determination, (C) the
     availability of specific performance or other equitable remedies,
     (D) the enforceability of rights to indemnity under federal or
     state securities laws or (E) the enforceability of waivers by
     parties of their respective rights and remedies under law.

         (v)   Our opinions expressed above are limited to the law of the
     State  of New York, and we do not express any opinion herein
     concerning any other law.

     The foregoing opinion is solely for your benefit and may not
be  relied  upon  by any other person or entity, other  than  any
Person  that  may become a Lender or LC Issuing  Bank  under  the
Credit Agreement after the date hereof.


                              Very truly yours,

EX-4

Exhibit 4(e)

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.

FOURTEENTH SUPPLEMENTAL INDENTURE

Providing among other things for

First Mortgage Bonds,

4.98% Series due July 1, 2010

(Eighteenth Series)

Dated as of June 1, 2005

FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of June 1, 2005, 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 (the "Eighth Supplemental Indenture"), 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, its Twelfth Supplemental Indenture dated as of August 1, 2004, and its Thirteenth Supplemental Indenture dated as of August 15, 2004 (the "Thirteenth 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 Fourteenth 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	None
7.55% Series due September 1, 2023	30,000,000	None
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
5.60% Series due September 1, 2024	35,000,000	35,000,000

; 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 Fourteenth 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 FOURTEENTH 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 Fourteenth 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 Fourteenth 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

Section 1.01        Terms From the Original Indenture and First through Thirteenth Supplemental Indentures. Except as set forth in Section 1.02 below, all defined terms used in this Fourteenth Supplemental Indenture and not otherwise defined herein shall have the respective meanings ascribed to them in the Original Indenture or the First through the Thirteenth Supplemental Indentures, as the case may be.

Section 1.02        Certain Defined Terms. As used in this Fourteenth Supplemental Indenture, 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 July 1, 2006, 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 "Bonds of the Eighteenth 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 "Comparable Treasury Issue" shall mean the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to July 1, 2006 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 July 1, 2006.

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) Lehman Brothers 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.

Section 1.03        References are to Fourteenth 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 Fourteenth Supplemental Indenture, and the words "herein", "hereof", "hereby", "hereunder" and words of similar import refer to this Fourteenth 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.

Section 1.04.        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 Eighteenth SERIES

Section 2.01        Bonds of the Eighteenth Series. Pursuant to Section 2.01 of the Original Indenture, there shall be a series of bonds designated 4.98% Series due July 1, 2010 (herein sometimes referred to as the "Bonds of the Eighteenth Series"), each of which shall also bear the descriptive title "First Mortgage Bond". The form of Bonds of the Eighteenth Series shall be substantially in the form of Exhibit A hereto. Bonds of the Eighteenth Series (which shall be issued in the aggregate principal amount of $30,000,000) shall mature on July 1, 2010 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 Eighteenth Series shall bear interest at the rate of four and ninety eight hundredths percent (4.98%) per annum (except as hereinafter provided), payable semi-annually on January 1 and July 1 o f each year, and at maturity or earlier redemption, the first interest payment to be made on January 1, 2006 for the period from the date of original issuance of the Bonds of the Eighteenth Series to January 1, 2006; 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 Eighteenth 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 Eighteenth Series shall bear interest (before and after judgment) at the rate of five and ninety eight hundredths percent (5.98%) per annum. Interest on the Bonds of the Eighteenth Series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on Bonds of the Eighteenth 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 Eighteenth 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 Eighteenth 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.

Section 2.02        Redemption of Bonds of the Eighteenth Series. (a) Bonds of the Eighteenth Series shall be redeemable at the option of the Company, in whole or in part, 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, (i) at any time prior to July 1, 2006, at a redemption price equal to the greater of (A) 101% of the principal amount of such Bonds of the Eighteenth Series to be redeemed and (B) as determined by the Independent Investment Banker, the sum of (x) the present value of the payment on July 1, 2006 of the principal amount of such Bonds of the Eighteenth Series to be redeemed plus (y) the sum of the present values of the remaining scheduled payments of interest on such Bonds of the Eighteenth Series to be redeemed to July 1, 2006 (excluding the portion of any such interest accrued to such redemption date), discounted (for purposes of determining such present values) to the redem ption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 0.20%, and (b) at any time on or after July 1, 2006, prior to maturity of the Bonds of the Eighteenth Series, at a redemption price equal to 101% of the principal amount of such Bonds of the Eighteenth Series to be redeemed, plus, in each case, accrued and unpaid interest thereon to the redemption date.

(b) Bonds of the Eighteenth 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 Eighteenth 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 Eighteenth 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 Fourteenth Supplemental Indenture and that the holder of any Bond or Bonds of the Eighteenth Series then Outstanding shall have the right to require the Company to redeem such Bond or Bonds of the Eighteenth 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 Eighteenth 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 Eighteenth 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 Eighteenth 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 Eighteenth 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 Eighteenth 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.

Section 2.03     Transfer and Exchange. At the option of the registered owner, any Bonds of the Eighteenth 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 Eighteenth 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 Eighteenth 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 Eighteenth Series.

Section 2.04.     Dating of Bonds and Interest Payments. (a) Each Bond of the Eighteenth 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 Eighteenth Series dated prior to January 1, 2006 shall bear interest from the date of original issuance thereof; and provided, further, that if any Bond of the Eighteenth 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 Eighteenth 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 fro m its date of original issuance, if no interest shall have been paid on the Bonds of the Eighteenth Series.

(b) Notwithstanding the foregoing, Bonds of the Eighteenth Series shall be dated so that the person in whose name any Bond of the Eighteenth 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 Eighteenth 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 Eighteenth Series issued upon any transfer or exchange subsequent to such close of business and prior to such in terest 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 Eighteenth 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 immediately 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 Fourteenth Supplemental Indenture":

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

Section 3.02       Redemption Price upon Merger or Consolidation. The redemption price for any Bonds of the Eighteenth 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 Eighteenth Series to be redeemed, plus accrued and unpaid interest thereon to the redemption date.

ARTICLE IV

COVENANTS

Section 4.01        Maintenance of Paying Agency. So long as any Bonds of the Eighteenth 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 Eighteenth 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.

Section 4.02        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 Eighteenth 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.

Section 4.03        Limitation on Restricted Payments. (a) So long as any Bonds of the Eighteenth 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 May 31, 2005 (other than any dividend declared by the Compan y on or before May 31, 2005) 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 May 31, 2005, 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 May 31, 2005, 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 May 31, 2005.

ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.01        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 Fourteenth 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 Fourteenth 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 Fourteenth Supplemental Indenture.

Section 5.02        Effect of Fourteenth 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 Fourteenth 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 Fourteenth 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 t o effect and enforce the mortgage and pledge and a security interest hereby constituted for their benefit, or otherwise to act as herein provided for.

Section 5.03        Record Date. The holders of the Bonds of the Eighteenth 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 Eighteenth 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 Eighteenth 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 Eighteenth Series after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

Section 5.04     Titles. The titles of the several Articles and Sections of this Fourteenth Supplemental Indenture shall not be deemed to be any part hereof.

Section 5.05     Counterparts. This Fourteenth 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 5.06     Governing Law. The laws of the State of New York shall govern this Fourteenth Supplemental Indenture and the Bonds of the Eighteenth 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/ Shannon K. Ryerson
Shannon K. Ryerson

/s/ Christina Edwards
Christina Edwards

THE BANK OF NEW YORK
As Trustee

By: /s/ Robert A. Massimillo

Attest:

/s/ Kisha Holder
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 L. Li
 

/s/ Eunice Kim

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

On this 17th day of June, 2005, 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 17th day of June, 2005, 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 B. Favalora               
Jennifer B. Favalora
Notary Public (ID # 57639)
Parish of Orleans, State of Louisiana Commission Issued for Life

STATE OF NEW YORK
                                                } ss.:
COUNTY OF NEW YORK

On this 10th day of June, 2005, 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 10^th day of June, 2005, 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 10th day of June, 2005, 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 10th day of June, 2005, 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 EIGHTEENTH SERIES]
[(See legend at the end of this bond for
restrictions on transferability and change of form)]

FIRST MORTGAGE BOND,
4.98% Series due July 1, 2010

CUSIP No. 29364P AL 7

No. R- 1                                                                                                                                                                                              $30,000,000

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 Cede & Co. or registered assigns, at the office or agency of the Company in The City of New York, New York, the principal sum of Thirty Million Dollars ($30,000,000) on July 1, 2010, 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 January 1, 2006, or, if the date of this bond is on or after January 1, 2006, from the January 1 or July 1 immediately 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 four and ninety-eight hundredth s percent (4.98%) per annum in like coin or currency on January 1 and July 1, commencing January 1, 2006, 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 five and ninety-eight hundredths percent (5.98%) 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 First Mortgage Bonds, 4.98% Series due July 1, 2010 (herein called bonds of the Eighteenth 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, including the Fourteenth Supplemental Indenture dated as of June 1, 2005, 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 wh ich the bonds are, and are to be, secured, the circumstances 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 Eighteenth 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 Fourteenth Supplemental Indenture. This bond is also redeemable at the option of the owner upon the events, in the manner, and at such redemption prices as are specified in the Fourteenth Supplemental Indenture. This bond is also mandatorily redeemable under certain circumstances in the manner and at such redemption price as is provided in the Fourteenth 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.

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: June 22, 2005

ENTERGY NEW ORLEANS, INC.
By:                                                   
Name:  Steven C. McNeal
Title:  Vice President and Treasurer

Attest:

Name:                                                    
Christopher T. Screen
 Assistant Secretary

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).

EX-4

Exhibit 4(f)

U.S. $35,000,000

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of June 30, 2005

Among

ENTERGY CORPORATION

as Borrower

THE BANKS NAMED HEREIN

as Banks

BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH

as Administrative Agent

BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH

as Arranger

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of June 30, 2005

ENTERGY CORPORATION, a Delaware corporation (the "Borrower"), the banks (the "Banks") listed on the signature pages hereof and Bayerische Hypo- und Vereinsbank AG, New York Branch ("HypoVereinsbank"), as administrative agent (the "Administrative Agent") for the Lenders hereunder, agree with reference to the following facts:

RECITALS

1. The Borrower, Banks and Administrative Agent are party to the Existing Credit Agreement (as defined below) and each party thereto desires to amend and restate the Existing Credit Agreement in its entirety by this Agreement (to be effective on the Effective Date).
2. Pending the Effective Date, the Existing Credit Agreement shall remain in effect.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

    SECTION 1.01.    Certain Defined Terms.

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

"Advance" means an advance by a Lender to the Borrower as part of a Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance, each of which shall be a "Type" of Advance.

"Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person.

"Agreement" means this Amended and Restated Credit Agreement, as amended, supplemented or modified from time to time.

"Applicable Lending Office" means, with respect to each Lender, such Lender's Eurodollar Lending Office.

"Applicable Margin" means 185 basis points per annum for any Eurodollar Rate Advance.

"Approved Fund" means, with respect to any Lender that is a fund that invests in bank loans, any other fund that invests in commercial loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

"Assignment and Acceptance" means an assignment and acceptance entered into by a Lender and an assignee of that Lender, and accepted by the Administrative Agent, in substantially the form of Exhibit B hereto.

"Available Commitment" means, as to any Lender at any time of determination, an amount equal to the excess of (a) such Lender's Commitment over (b) the aggregate principal amount of such Lender's Advances then outstanding.

"Base Rate" means, for any period, a fluctuating interest rate per annum at all times equal to the higher of:

1. the rate of interest announced by HypoVereinsbank in New York, New York to its customers, from time to time, as HypoVereinsbank's base rate; and
2. 1/2 of 1% per annum above the Federal Funds Rate in effect from time to time.

"Base Rate Advance" means an Advance that bears interest as provided in Section 2.05(a).

"Borrowing" means a borrowing consisting of simultaneous Advances of the same Type made by each of the Lenders pursuant to Section 2.01 or Converted pursuant to Section 2.07 or 2.08.

"Business Day" means a day of the year on which banks are not required or authorized to close in New York City and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market.

"Capitalization" means, as of any date of determination, with respect to the Borrower and its subsidiaries determined on a consolidated basis, an amount equal to the sum of (i) the total principal amount of all Debt of the Borrower and its subsidiaries outstanding on such date, (ii) Consolidated Net Worth as of such date and (iii) to the extent not otherwise included in Capitalization, all preferred stock and other preferred securities of the Borrower and its subsidiaries, including preferred securities issued by any subsidiary trust, outstanding on such date.

"Commitment" has the meaning specified in Section 2.01.

"Commitment Period" means the period beginning on (and including) November 24, 2003 and ending on December 1, 2003.

"Common Equity" shall mean the stock, shares or other ownership interests in the issuer thereof howsoever evidenced (including, without limitation, limited liability company membership interests) that has ordinary voting power for the election of directors, managers or trustees (or other persons performing similar functions) of the issuer, as applicable, provided that Preferred Equity, even if it has such ordinary voting power, shall not be Common Equity.

"Consolidated Net Worth" means the sum of the capital stock (excluding treasury stock and capital stock subscribed for and unissued) and surplus (including earned surplus, capital surplus and the balance of the current profit and loss account not transferred to surplus) accounts of the Borrower and its subsidiaries appearing on a consolidated balance sheet of the Borrower and its subsidiaries prepared as of the date of determination in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e), after eliminating all intercompany transactions and all amounts properly attributable to minority interests, if any, in the stock and surplus of subsidiaries.

"Convert", "Conversion" and "Converted" each refers to a conversion of Advances of one Type into Advances of another Type or the selection of a new, or the renewal of the same, Interest Period for Eurodollar Rate Advances pursuant to Section 2.07 or 2.08.

"Debt" of any Person means (without duplication) all liabilities, obligations and indebtedness (whether contingent or otherwise) of such Person (i) for borrowed money or evidenced by bonds, debentures, notes, or other similar instruments, (ii) to pay the deferred purchase price of property or services (other than such obligations incurred in the ordinary course of business on customary trade terms, provided that such obligations are not more than 30 days past due), (iii) as lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, (iv) under reimbursement agreements or similar agreements with respect to the issuance of letters of credit (other than obligations in respect of letters of credit opened to provide for the payment of goods or services purchased in the ordinary course of business), (v) under any Guaranty Obligations and (vi) liabilities in r espect of unfunded vested benefits under plans covered by Title IV of ERISA.

"Domestic Regulated Utility Subsidiary" means a direct or indirect domestic subsidiary of the Borrower engaged in generation, transmission or distribution of electricity or the transmission or distribution of natural gas that is regulated as to rates on a cost of service basis by the Federal Energy Regulatory Commission (or successor agency) or a state or local governmental body.

"Effective Date" means June 30, 2005.

"Eligible Assignee" means a Person (a) (i) that is (A) a commercial bank organized under the laws of the United States, or any State thereof, and having total assets in excess of $500,000,000; (B) a commercial bank organized under the laws of any other country which is a member of the OECD, or a political subdivision of any such country, and having total assets in excess of $500,000,000, provided that such bank is acting through a branch or agency located in the United States or another country which is also a member of OECD; or (C) a Lender, a financial institution Affiliate of any Lender or an Approved Fund of any Lender immediately prior to an assignment and (ii) whose long-term public senior debt securities are rated at least "BBB-" by S&P or at least "Baa3" by Moody's; or (b) that is approved by the Borrower (whose approval shall not be unreasonably withheld) and the Administrative Agent.

"Entergy Arkansas" means Entergy Arkansas, Inc., an Arkansas corporation, or its successors and permitted assigns.

"Entergy Gulf States" means Entergy Gulf States, Inc., a Texas corporation, or its successors and permitted assigns.

"Entergy Louisiana" means Entergy Louisiana, Inc., a Louisiana corporation, or its successors and permitted assigns.

"Entergy Mississippi" means Entergy Mississippi, Inc., a Mississippi corporation, or its successors and permitted assigns.

"Entergy New Orleans" means Entergy New Orleans, Inc., a Louisiana corporation, or its successors and permitted assigns.

"Environmental Laws" means any federal, state or local laws, ordinances or codes, rules, orders, or regulations relating to pollution or protection of the environment, including, without limitation, laws relating to hazardous substances, laws relating to reclamation of land and waterways and laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollution, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder, each as amended and modified from time to time.

"ERISA Affiliate" of a Person or entity means any trade or business (whether or not incorporated) that is a member of a group of which such Person or entity is a member and that is under common control with such Person or entity within the meaning of Section 414 of the Internal Revenue Code of 1986, and the regulations promulgated and rulings issued thereunder, each as amended or modified from time to time.

"ERISA Plan" means an employee benefit plan maintained for employees of any Person or any ERISA Affiliate of such Person subject to Title IV of ERISA.

"ERISA Termination Event" means (i) a Reportable Event described in Section 4043 of ERISA and the regulations issued thereunder (other than a Reportable Event not subject to the provision for 30-day notice to PBGC), or (ii) the withdrawal of the Borrower or any of its ERISA Affiliates from an ERISA Plan during a plan year in which the Borrower or any of its ERISA Affiliates was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of intent to terminate an ERISA Plan or the treatment of an ERISA Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate an ERISA Plan by the PBGC or to appoint a trustee to administer any ERISA Plan, or (v) any other event or condition that would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer any ERISA Plan.

"Eurocurrency Liabilities" has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

"Eurodollar Lending Office" means, with respect to any Lender, the office of such Lender specified as its "Eurodollar Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

"Eurodollar Rate" means, for the Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing, an interest rate per annum equal to the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in U.S. dollars are offered by the principal office of the Reference Bank in London, England, to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank's Eurodollar Rate Advance made as part of such Borrowing and for a period equal to such Interest Period. The Eurodollar Rate for the Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing shall be determined by the Administrative Agent on the basis of applicable rates furnished to and received by the Administrative Age nt from the Reference Bank two Business Days before the first day of such Interest Period, subject, however, to the provisions of Section 2.07.

"Eurodollar Rate Advance" means an Advance that bears interest as provided in Section 2.05(b).

"Eurodollar Rate Reserve Percentage" of any Lender for the Interest Period for any Eurodollar Rate Advance means the reserve percentage applicable during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period.

"Events of Default" has the meaning specified in Section 6.01.

"Existing Credit Agreement" means the Credit Agreement, dated as of November 24, 2003, among the Borrower, the banks named therein and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent, as heretofore amended.

"Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

"Granting Lender" has the meaning specified in Section 8.07(i).

"Guaranty Obligations" means (i) direct or indirect guaranties in respect of, and obligations to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, Debt of any Person and (ii) other guaranty or similar obligations in respect of the financial obligations of others, including, without limitation, Support Obligations.

"Indemnified Person" has the meaning specified in Section 8.04(c).

"Interest Period" means, for each Advance made as part of the same Borrowing, the period commencing on the date of such Advance or the date of the Conversion of any Advance into such an Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below, unless such advance is converted into another Interest Period pursuant to Section 2.08. The duration of each such Interest Period shall be 1, 2, 3 or 6 months, or 1, 2, 3, 4 or 5 years (or any other period agreed upon by the Borrower and the Lenders) as the Borrower may, upon notice received by the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

1. the Borrower may not select any Interest Period that ends after the Maturity Date;
2. Interest Periods commencing on the same date for Advances made as part of the same Borrowing shall be of the same duration; and
3. whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, in the case of any Interest Period for a Eurodollar Rate Advance, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.

"Junior Subordinated Debentures" means any junior subordinated deferrable interest debentures issued by any Significant Subsidiary or Entergy New Orleans from time to time.

"Lenders" means the Banks listed on the signature pages hereof and each Person that shall become a party hereto pursuant to Section 8.07.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person or any of its subsidiaries shall be deemed to own, subject to a Lien, any asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

"Majority Lenders" means at any time Lenders to which are owed more than 50% of the then aggregate unpaid principal amount of the Advances, or, if no such principal amount is then outstanding, Lenders having more than 50% of the Commitments (without giving effect to any termination in whole of the Commitments pursuant to Section 6.02), provided, that for purposes hereof, neither the Borrower, nor any of its Affiliates, if a Lender, shall be included in (i) the Lenders holding such amount of the Advances or having such amount of the Commitments or (ii) determining the aggregate unpaid principal amount of the Advances or the total Commitments.

"Maturity Date" means November 24, 2008.

"Moody's" means Moody's Investors Service, Inc. or any successor thereto.

"Multiemployer Plan" means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding three plan years made or accrued an obligation to make contributions.

"Net Available Cash" from a Stock Disposition means cash payments received therefrom net of all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all federal, state and local taxes required to be paid or accrued as a liability under generally accepted accounting principles, as a result of such Stock Disposition.

"Non-Recourse Debt" means any Debt of any subsidiary of the Borrower that does not constitute Debt of the Borrower, any Significant Subsidiary or Entergy New Orleans.

"Notice of Borrowing" has the meaning specified in Section 2.02(a).

"Notice of Conversion" has the meaning specified in Section 2.08(a).

"OECD" means the Organization for Economic Cooperation and Development.

"Other Taxes" has the meaning specified in Section 2.13(b).

"PBGC" means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

"Person" means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

"Preferred Equity" shall mean any stock, shares or other ownership interests in the issuer thereof howsoever evidenced (including, without limitation, limited liability company membership interests), whether with or without voting rights, that is entitled to dividends or distributions prior to the payment of dividends or distributions with respect to Common Equity.

"Prepayment Event" means the occurrence of any event or the existence of any condition under any agreement or instrument relating to any Debt of a Significant Subsidiary that is outstanding in a principal amount in excess of $50,000,000 in the aggregate, which occurrence or event results in the declaration of such Debt being due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof.

"Reference Bank" means HypoVereinsbank.

"Register" has the meaning specified in Section 8.07(c).

"Reportable Event" has the meaning assigned to that term in Title IV of ERISA.

"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

"SEC" means the United States Securities and Exchange Commission.

"SEC Order" has the meaning specified in Section 3.01(a)(iii).

"Senior Debt Rating" means, as to any Person, the rating assigned by Moody's or S&P to the senior secured long-term debt of such Person.

"SERI" means Systems Energy Resources, Inc., an Arkansas corporation, or its successors and permitted assigns.

"Significant Subsidiary" means Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, SERI and any other Domestic Regulated Utility Subsidiary of the Borrower: (i) the total assets (after intercompany eliminations) of which exceed 5% of the total assets of the Borrower and its subsidiaries or (ii) the net worth of which exceeds 5% of the Consolidated Net Worth of the Borrower and its subsidiaries, in each case as shown on the most recent audited consolidated balance sheet of the Borrower and its subsidiaries. In no event shall "Significant Subsidiary" include any Domestic Regulated Utility Subsidiary that as of March 31, 2005, (i) had total assets (after intercompany eliminations) that were 5% or less of the total assets of the Borrower and its subsidiaries as of such date or (ii) had a net worth that was 5% or less of the Consolidated Net Worth of the Borrower and its subsidiaries as of such date.

"SPC" has the meaning specified in Section 8.07(i).

"Stock Disposition" means, with respect to any Person, the issuance, sale, lease, transfer, conveyance or other disposition of (whether in one transaction or in a series of transactions) any Common Equity (or stock or other instruments convertible into Common Equity) of such Person.

"Support Obligations" means any financial obligation, contingent or otherwise, of any Person guaranteeing or otherwise supporting any Debt or other obligation of any other Person in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Debt, (ii) to purchase property, securities or services for the purpose of assuring the owner of such Debt of the payment of such Debt, (iii) to maintain working capital, equity capital, available cash or other financial statement condition of the primary obligor so as to enable the primary obligor to pay such Debt, (iv) to provide equity capital under or in respect of equity subscription arrangements so as to assure any Person with respect to the payment of such Debt or the performance of such obligation, or (v) to provide financial support for the performance of, or to arrange for the performance of, any non-monetary obligations or non-funded debt payment obligations (including, without limitation, guaranties of payments under power purchase or other similar arrangements) of the primary obligor.

"Taxes" has the meaning specified in Section 2.13(a).

    SECTION 1.02.    Computation of Time Periods.

In this Agreement in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding".

    SECTION 1.03.    Accounting Terms.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e) hereof.

ARTICLE II
AMOUNTS AND TERMS OF THE ADVANCES

    SECTION 2.01.    The Advances.

Each Lender severally agrees, on the terms and conditions hereinafter set forth, to have made one Eurodollar Rate Advance to the Borrower on any Business Day during the Commitment Period in an amount not to exceed the amount set opposite such Lender's name on Schedule II hereto or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(c) (such Lender's "Commitment"). At no time may the principal amount outstanding hereunder exceed the aggregate amount of the Commitments; provided further that, the aggregate amount of the Commitments shall not exceed $35,000,000.

    SECTION 2.02.    Making the Advances.

1. Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof. Each such notice of a Borrowing (a "Notice of Borrowing") shall be transmitted by telecopier, telex or cable, confirmed immediately in writing, in substantially the form of Exhibit A-1 hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing, (D) the Borrower's wire instructions, and (E) initial Interest Period for each such Advance. Each Lender shall, before 12:00 noon (New York City time) on the date of any Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section& nbsp;8.02, in same day funds, such Lender's ratable portion of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address.
2. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Notice of Borrowing requesting Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.
3. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower (following the Administrative Agent's demand on such Lender for the corresponding amount) severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available t o the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Borrowing for purposes of this Agreement.
4. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

    SECTION 2.03.    Intentionally Omitted.

    SECTION 2.04.    Repayment of Advances, Etc.

The Borrower shall repay the principal amount of each Advance made by each Lender and Converted from time to time on the Maturity Date.

    SECTION 2.05.    Interest on Advances.

The Borrower shall pay interest on the unpaid principal amount of each Advance made by each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

1. Base Rate Advances. If such Advance is a Base Rate Advance, a rate per annum equal at all times to the Base Rate in effect from time to time, payable quarterly on the last day of each March, June, September and December and on the date such Base Rate Advance shall be Converted or paid in full.
2. Eurodollar Rate Advances. Subject to Section 2.06, if such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during the Interest Period for such Advance to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Margin, payable on the last day of each Interest Period for such Eurodollar Rate Advance and on the date such Eurodollar Rate Advance shall be Converted or paid in full and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period.

    SECTION 2.06.    Additional Interest on Eurodollar Rate Advances.

The Borrower shall pay to each Lender, so long as such Lender shall be required under regulations of the Board of Governors of the Federal Reserve System to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal amount of each Eurodollar Rate Advance of such Lender, from the date of such Advance until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the Eurodollar Rate for the Interest Period for such Advance from (ii) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest is payable on such Advance. Such additional interest shall be determined by such Lender and notified to the Borrower through the Administrative Agent, and such determi nation shall be conclusive and binding for all purposes, absent manifest error.

    SECTION 2.07.    Interest Rate Determination.

1. The Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar Rate.
2. The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.05(a).
3. If, with respect to any Eurodollar Rate Advances, the Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon

1. each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and
2. the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

    SECTION 2.08.    Conversion of Advances.

1. Voluntary. The Borrower may, upon notice given to the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.07 and 2.11, on any Business Day, Convert all Eurodollar Rate Advances of a specified Interest Period made in connection with the same Borrowing into Advances of another specified Interest Period; provided, however, that any Conversion of, or with respect to, any Eurodollar Rate Advances into Advances of another specified Interest Period shall be made on, and only on, the last day of an Interest Period for such Eurodollar Rate Advances, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 8.04(b) on the date of such Conversion. Each such notice of a Conversion (a "Notice of Conversion") shall be by telecopier, telex or cable, confirmed immediately in wr iting, in substantially the form of Exhibit A-2 hereto, specifying therein (i) the date of such Conversion, (ii) the Advances to be Converted, and (iii) the duration of the Interest Period for each such Advance.
2. Mandatory. If a Borrower shall fail to select the Type of any Advance or the duration of any Interest Period for any Borrowing in accordance with the provisions contained in the definition of "Interest Period" in Section 1.01, or if any proposed Conversion of a Borrowing shall not occur as a result of the circumstances described in paragraph (c) below, the Administrative Agent will forthwith so notify the Borrower and the Lenders, and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
3. Failure to Convert. Each Notice of Conversion given pursuant to subsection (a) above shall be irrevocable and binding on the Borrower. The Borrower agrees to indemnify each Lender against any loss, cost or expense incurred by such Lender if, as a result of the failure of the Borrower to satisfy any condition to such Conversion (including, without limitation, the occurrence of any Prepayment Event or Event of Default, or any event that would constitute an Event of Default or a Prepayment Event with notice or lapse of time or both), such Conversion does not occur. The Borrower's obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments.

    SECTION 2.09.    Prepayments.

If the Borrower at any time prepays any Advance, then the Borrower shall give notice to the Administrative Agent prior to 11:00 A.M. (New York City time) at least two Business Days' prior to the date of prepayment, stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amounts of the Advances, together with accrued interest to the date of such prepayment on the principal amount prepaid and, if such prepayment is prior to November 24, 2007 such other amounts pursuant to Section 8.04(b); provided, however, that (i) partial prepayment shall not be permitted, and (ii) in the case of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(b) on the date of such prepayment. Amounts so prepaid under this Section 2.09 may not be reborrowed.

    SECTION 2.10.    Increased Costs.

1. If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusiv e and binding for all purposes, absent manifest error.
2. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be alloc able to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

    SECTION 2.11.    Illegality.

Notwithstanding any other provision of this Agreement, if any Lender shall notify the Administrative Agent that the introduction of, any change in or any change in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, (i) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (ii) the Borrower shall forthwith prepay in full all Eurodollar Rate Advances of all Lenders then outstanding, together with interest accrued thereon, unless the Borrower, within five Business Days of notice from the Administrative Agent, Conver ts all Eurodollar Rate Advances of all Lenders then outstanding into Advances of another Type in accordance with Section 2.08.

    SECTION 2.12.    Payments and Computations.

1. The Borrower shall make each payment hereunder not later than 12:00 noon (New York City time) on the day when due in United States dollars to the Administrative Agent at its address referred to in Section 8.02 in same day funds in accordance with the payment instructions set opposite the name of the Administrative Agent on Schedule I. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.10, 2.13 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.
2. The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, to charge from time to time to the extent permitted by law against any or all of the Borrower's accounts with such Lender any amount so due.
3. All computations of interest based on clause (i) of the definition of "Base Rate" shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Rate or clause (ii) of the definition of "Base Rate" shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.
4. Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.
5. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.
6. Notwithstanding anything to the contrary contained herein, any amount payable by the Borrower hereunder that is not paid when due (whether at stated maturity, by acceleration or otherwise), and all Advances at any time an Event of Default shall have occurred and be continuing, shall (to the fullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times, in the case of each Advance, to the applicable interest rate (including the Applicable Margin) in effect from time to time for such Advance plus 2% per annum, and, in the case of other amounts, to the Base Rate plus the Applicable Margin for Base Rate Advances plus 2% per annum, payable in each case upon demand.

    SECTION 2.13.    Taxes.

1. Any and all payments by the Borrower hereunder shall be made, in accordance with Section 2.12, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, net income taxes, and franchise taxes imposed in lieu of net income taxes on it, by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender, net income taxes, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction of such Lender's Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or the Administrative Agent, (i) the sum payable shall be increased (unless and to the extent that (x) the Borrower is required to deduct such Taxes because any Lender fails to comply with subsection (d) below or (y) such Taxes are imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the extent such Lender's assignor, if any, was entitled at the time of assignment, to receive additional amounts from the Borrower pursuant to this Section 2.13(a)) as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.13) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Whenever any Taxes are payable by the Borrower, as promptly as possible thereafter, the Borrower shall send to the Administrative Agent a certified copy of the original receipt received by the Borrower showing payment thereof.
2. In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement (hereinafter referred to as "Other Taxes").
3. The Borrower will indemnify each Lender and the Administrative Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.13) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor. Nothing herein shall preclude the right of the Borrower to contest any such Taxes or Other Taxes so paid, and the Lenders in question or the Administrative Agent (as the case may be) will, following notice from, and at the expense of, the Borrower, take such actions as the Borrower may reasonably request to preserve the Borrower's rights to contest such Taxes or Other Taxes, and, within 60 days following receipt of any refund of amounts with respect to Taxes or Other Taxes for which such Lenders or the Administrative Agent were previously indemnified under this Section 2.13, pay to the Borrower such refunded amounts (including any interest paid by the relevant taxing authority with respect to such amounts) ) to the extent of the indemnity payments made by the Borrower; provided, however, that the Borrower agrees to repay the amount paid over to the Borrower if such Lender or the Administrative Agent is required to repay such refund.
4. Prior to the date of the initial Borrowing in the case of each Bank, and on the date of the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent in writing, each Lender organized under the laws of a jurisdiction outside the United States shall provide the Administrative Agent and the Borrower with the forms prescribed by the Internal Revenue Service of the United States certifying that such Lender is exempt from or eligible for a reduced rate of United States federal withholding taxes with respect to all payments to be made to such Lender hereunder. Each Lender shall deliver forms pursuant to this Section 2.13(d) showing eligibility for a reduced rate of United States federal withholding tax, rather than a complete exemption therefrom, only as a result of a change in treaty, law or regulation that occurs after the date such Lender becomes a p arty to this Agreement; provided, however, that a Lender whose assignor, if any, was entitled at the time of assignment to a reduced rate of United States federal withholding tax, rather than a complete exemption therefrom, as a result of a change in treaty, law or regulation that occurred after the date such assignor became a party to this Agreement shall be entitled to deliver a form showing eligibility for a reduced rate of United States federal withholding tax to the extent that such assignor was so entitled. If for any reason during the term of this Agreement, any Lender becomes unable to submit the forms referred to above or the information or representations contained therein are no longer accurate in any material respect, such Lender shall notify the Administrative Agent and the Borrower in writing to that effect. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that payments hereunder are not subject to United Sta tes federal withholding tax, the Borrower or, if the Borrower fails to do so, the Administrative Agent, shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Lender organized under the laws of a jurisdiction outside the United States. Notwithstanding any other provision of this paragraph, a Lender organized under the laws of a jurisdiction outside of the United States shall not be required to deliver any form that such Lender is not legally able to deliver.
5. Any Lender claiming any additional amounts payable pursuant to this Section 2.13 shall use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office, change its Applicable Lending Office to another office of the Lender or take other actions customary or otherwise reasonable under the circumstances if the making of such a change or the taking of such actions would avoid the need for, or reduce the amount of, any such additional amounts which may thereafter accrue and would not, in the sole judgment of such Lender, cause such Lender to suffer economic, legal or regulatory disadvantage. Nothing in this subsection 2.13(e) shall postpone any of the obligations of the Borrower pursuant to Section 2.13.
6. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.13 shall survive the payment in full of principal and interest hereunder.

    SECTION 2.14.    Sharing of Payments, Etc.

If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to Section 2.02(c), 2.06, 2.10, 2.13 or 8.04(b)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repaym ent to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

    SECTION 2.15.    Noteless Agreement; Evidence of Indebtedness.

1. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.
2. The Administrative Agent shall also maintain accounts in which it will record (i) the amount of each Advance made hereunder, the Type thereof and the Interest Period (if any) with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
3. The entries maintained in the accounts maintained pursuant to subsections (a) and (b) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay such obligations in accordance with their terms.
4. Any Lender may request that its Advances be evidenced by one or more promissory notes. In such event, the Borrower shall prepare, execute and deliver to such Lender one or more promissory notes payable to the order of such Lender and in a form acceptable to the Borrower and the Administrative Agent. Thereafter, the Advances evidenced by such note(s) and interest thereon shall at all times (including after any assignment pursuant to Section 8.07) be represented by notes from the Borrower, payable to the order of the payee named therein or any assignee pursuant to Section 8.07, except to the extent that any such Lender or assignee subsequently returns any such notes for cancellation and requests that such Borrowings once again be evidenced as in subsections (a) and (b) above.

ARTICLE III
CONDITIONS OF LENDING

    SECTION 3.01.    Conditions Precedent to Effective Date.

This Agreement shall become effective on and as of the Effective Date, subject to the satisfaction on or prior thereto of the following conditions precedent:

1. The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv) below), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender:

1. A promissory note payable to the order of each Lender that requests one pursuant to Section 2.15.
2. Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action with respect to this Agreement;
3. A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Certificate of Incorporation and the By Laws of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance of this Agreement, including, without limitation, a copy of the order (File No. 70-9749) of the SEC under the Public Utility Holding Company Act of 1935, as amended, authorizing the Borrower to obtain Borrowings and to execute, deliver and perform this Agreement (the "SEC Order");
4. Copies of the consolidated balance sheets of the Borrower and its subsidiaries as of December 31, 2004, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its subsidiaries for the fiscal year then ended, and copies of the consolidated financial statements of the Borrower and its subsidiaries as of March 31, 2005, in each case certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied;
5. A favorable opinion of counsel for the Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit C hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request and a favorable opinion of special New York counsel for the Borrower, Thelen Reid & Priest LLP, substantially in the form of Exhibit D hereto ; and
6. A certificate of a responsible officer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date, before and after giving effect to this Agreement and (B) no event has occurred and is continuing that constitutes a Prepayment Event or an Event of Default or would constitute a Prepayment Event or an Event of Default with notice or lapse of time or both. (b) The costs and expenses of the Administrative Agent's counsel in connection with the preparation of this Agreement, and invoiced prior to the Effective Date, shall have been paid by the Borrower.

.

    SECTION 3.02.    Conditions Precedent to Each Borrowing.

The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing:

1. the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Conversion and the acceptance by the Borrower of any proceeds of a Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or Conversion, as applicable, such statements are true):

1. The representations and warranties contained in Section 4.01 (excluding those contained in subsections (e) and (f) thereof) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and
2. No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Prepayment Event or an Event of Default or would constitute a Prepayment Event or an Event of Default with notice or lapse of time or both.

1. The Administrative Agent shall have received such other approvals, opinions or documents with respect to the truth of the foregoing statements (i) and (ii) as any Lender through the Administrative Agent may reasonably request.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

    SECTION 4.01.    Representations and Warranties of the Borrower.

The Borrower represents and warrants as follows:

1. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and is duly qualified to do business as a foreign corporation in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its condition (financial or otherwise), operations, business, properties, or prospects.
2. The execution, delivery and performance by the Borrower of this Agreement are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws, (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its properties.
3. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement, including obtaining any Advances, except for the following (each of which has been duly filed or obtained, and is final and in full force and effect): (A) the filing of the Declaration on Form U-1 and amendments and exhibits thereto in File No. 70-9749 and (B) the SEC Order.
4. This Agreement is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors' rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
5. The consolidated financial statements of the Borrower and its subsidiaries as of December 31, 2004 and for the year ended on such date, as set forth in the Borrower's Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its subsidiaries as of March 31, 2005, and for the three-month period ended on such date set forth in the Borrower's Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present (subject, in the case of such statements dated March 31, 2005, to year-end adjustments) the consolidated financial condition of the Borrower and its subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its subsidiaries for the periods ended on such dates, in accordance with gener ally accepted accounting principles consistently applied. Except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2005, since December 31, 2004, there has been no material adverse change in the financial condition or operations of the Borrower.
6. Except as disclosed in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2004, and the Borrower's Quarterly Report on Form 10-Q for the period ended March 31, 2005, and the Borrower's Current Reports on Form 8-K dated May 18, 2005 (filed May 19, 2005), dated May 13, 2005 (filed May 19, 2005), dated May 25, 2005 (filed June 1, 2005), and dated June 1, 2005 (filed June 14, 2005), there is no pending or threatened action or proceeding affecting the Borrower or any of its subsidiaries before any court, governmental agency or arbitrator that, if determined adversely, could reasonably be expected to have a material adverse effect upon the condition (financial or otherwise), operations, business, properties or prospects of the Borrower or on its ability to perform its obligations under this Agreement, or that purports to affect the legality, validity, binding effect or enforceability of this Agreement. There has been no change in any matter discl osed in such filings that could reasonably be expected to result in such a material adverse effect.
7. No event has occurred and is continuing that constitutes a Prepayment Event or an Event of Default or that would constitute a Prepayment Event or an Event of Default but for the requirement that notice be given or time elapse or both.
8. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and not more than 25% of the value of the assets of the Borrower and its subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) is, on the date hereof, represented by margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System).
9. The Borrower is not an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or an "investment advisor" within the meaning of the Investment Company Act of 1940, as amended. The Borrower is a "holding company" as that term is defined in, and is registered under, the Public Utility Holding Company Act of 1935, as amended.
10. No ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan that may materially and adversely affect the condition (financial or otherwise), operations, business, properties or prospects of the Borrower and its subsidiaries, taken as a whole.
11. Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no material adverse change in such funding status.
12. The Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan.

ARTICLE V
COVENANTS OF THE BORROWER

    SECTION 5.01.    Affirmative Covenants.

So long as any amount payable by the Borrower hereunder shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will, unless the Majority Lenders shall otherwise consent in writing:

1. Keep Books; Corporate Existence; Maintenance of Properties; Compliance with Laws; Insurance; Taxes; Inspection Rights.

1. keep proper books of record and account, all in accordance with generally accepted accounting principles;
2. except as otherwise permitted by Section 5.02(c), preserve and keep in full force and effect its existence and preserve and keep in full force and effect its licenses, rights and franchises to the extent necessary to carry on its business;
3. maintain and keep, or cause to be maintained and kept, its properties in good repair, working order and condition, and from time to time make or cause to be made all needful and proper repairs, renewals, replacements and improvements, in each case to the extent such properties are not obsolete and not necessary to carry on its business;
4. comply in all material respects with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or its property, except to the extent being contested in good faith by appropriate proceedings, and compliance with ERISA and Environmental Laws;
5. maintain insurance with responsible and reputable insurance companies or associations or through its own program of self-insurance in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which it operates and furnish to the Administrative Agent, within a reasonable time after written request therefor, such information as to the insurance carried as any Lender, through the Administrative Agent, may reasonably request;
6. pay and discharge its obligations and liabilities in the ordinary course of business, except to the extent that such obligations and liabilities are being contested in good faith by appropriate proceedings; and
7. from time to time upon reasonable notice, permit or arrange for the Administrative Agent, the Lenders and their respective agents and representatives to inspect the records and books of account of the Borrower and its subsidiaries during regular business hours.

2. Use of Proceeds. The Borrower may use the proceeds of the Borrowings for only general corporate purposes including (i) financing, in part, investments by and capital expenditures of the Borrower and its subsidiaries, (ii) subject to the terms and conditions of this Agreement, repurchases of common stock of the Borrower and/or investments in nonregulated and/or nonutility businesses and (iii) financing working capital requirements of the Borrower and its subsidiaries.
3. Reporting Requirements. Furnish to the Lenders:

1. as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, (A) consolidated balance sheets of the Borrower and its subsidiaries as of the end of such quarter and (B) consolidated statements of income and retained earnings of the Borrower and its subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, each certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles, consistently applied;
2. as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the annual report for such year for the Borrower and its subsidiaries, containing consolidated financial statements for such year certified without qualification by Deloitte & Touche LLP (or such other nationally recognized public accounting firm as the Administrative Agent may approve), and certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles, consistently applied;
3. as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and within 120 days after the end of the fiscal year of the Borrower, a certificate of a duly authorized officer of the Borrower, stating that no Prepayment Event or Event of Default has occurred and is continuing, or if a Prepayment Event or an Event of Default has occurred and is continuing, a statement setting forth details of such Prepayment Event or Event of Default, as the case may be, and the action that the Borrower has taken and proposes to take with respect thereto;
4. as soon as possible and in any event within five days after the Borrower has knowledge of the occurrence of each Prepayment Event, Event of Default and each event that, with the giving of notice or lapse of time or both, would constitute a Prepayment Event or an Event of Default, continuing on the date of such statement, a statement of the duly authorized officer of the Borrower setting forth details of such Prepayment Event or Event of Default or event, as the case may be, and the actions that the Borrower has taken and proposes to take with respect thereto;
5. as soon as possible and in any event within five days after the Borrower receives notice of the commencement of any litigation against, or any arbitration, administrative, governmental or regulatory proceeding involving, the Borrower or any of its subsidiaries, that, if adversely determined, could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), operations, business, properties or prospects of the Borrower, notice of such litigation describing in reasonable detail the facts and circumstances concerning such litigation and the Borrower's or such subsidiary's proposed actions in connection therewith;
6. promptly after the sending or filing thereof, copies of all reports that the Borrower sends to any of its securities holders, and copies of all reports and registration statements which the Borrower files with the SEC or any national securities exchange pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and of all certificates pursuant to Rule 24 which the Borrower files with the SEC pursuant to the Public Utility Holding Company Act of 1935, as amended, in connection with the proceeding of the SEC in File No. 70-9749 related to the SEC Order or any subsequent proceedings related thereto;
7. as soon as possible and in any event (A) within 30 days after the Borrower knows or has reason to know that any ERISA Termination Event described in clause (i) of the definition of ERISA Termination Event with respect to any ERISA Plan has occurred and (B) within 10 days after the Borrower knows or has reason to know that any other ERISA Termination Event with respect to any ERISA Plan has occurred, a statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, that the Borrower proposes to take with respect thereto;
8. promptly and in any event within two Business Days after receipt thereof by the Borrower from the PBGC, copies of each notice received by the Borrower of the PBGC's intention to terminate any ERISA Plan or to have a trustee appointed to administer any ERISA Plan;
9. promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each ERISA Plan;
10. promptly and in any event within five Business Days after receipt thereof by the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA;
11. promptly and in any event within five Business Days after Moody's or S&P has changed any Senior Debt Rating of any Significant Subsidiary, notice of such change; and
12. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its subsidiaries as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

(d) SEC Order. Maintain the SEC Order in full force and effect through its termination date and comply with all terms and conditions thereof until all amounts outstanding under this Agreement shall have been repaid or paid (as the case may be) and the Maturity Date has occurred.

    SECTION 5.02.    Negative Covenants.

So long as any amount payable by the Borrower hereunder shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will not, without the written consent of the Majority Lenders:

1. Liens, Etc. Create or suffer to exist any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries or of Entergy New Orleans), in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with generally accepted accounting principles; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker's compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not mate rial to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen's, mechanics', carriers', workers' and repairmen's Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time outstanding, (viii) other Liens not otherwise referred to in the foregoing clauses (i) through (vii) above, provided that such Liens, in the aggregate, shall not exceed $ 100,000,000 at any one time and (ix) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); provided, further, that no Lien permitted under the foregoing clauses (i) through (ix) shall be placed upon any shares of any class of equity security of any Significant Subsidiary or of Entergy New Orleans unless the obligations of the Borrower to the Lenders hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lende rs.
2. Limitation on Debt. Permit the total principal amount of all Debt of the Borrower and its subsidiaries, determined on a consolidated basis and without duplication of liability therefor, at any time to exceed 65% of Capitalization determined as of the last day of the most recently ended fiscal quarter of the Borrower; provided, however, that for purposes of this Section 5.02(b) "Debt" and "Capitalization" shall not include (i) Junior Subordinated Debentures issued to a subsidiary trust which has issued preferred securities that are included in the calculation of "Capitalization" and (ii) any Debt of any subsidiary of the Borrower that is Non-Recourse Debt.
3. Mergers, Etc. Merge with or into or consolidate with or into any other Person, except that the Borrower may merge with any other Person, provided that, immediately after giving effect to any such merger, (i) the Borrower is the surviving corporation or (A) the surviving corporation is organized under the laws of one of the states of the United States of America and assumes the Borrower's obligations hereunder in a manner acceptable to the Majority Lenders, and (B) after giving effect to such merger, the senior unsecured long-term debt of such Person shall be at least BBB- and Baa3, (ii) no event shall have occurred and be continuing that constitutes a Prepayment Event or an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both, and (iii) the Borrower shall not be liable with respect to any Debt or allow its property to be subject to any Lien which would not be permiss ible with respect to it or its property under this Agreement on the date of such transaction.
4. Disposition of Assets. Cause a Stock Disposition with respect to any Significant Subsidiary, or permit any Significant Subsidiary to cause a Stock Disposition with respect to any other Person, unless (i) the Borrower shall continue to own directly or indirectly all of the Common Equity of each Significant Subsidiary, or (ii) such Stock Disposition is pursuant, required or related to any regulatory authority and/or governing body (pertaining (A) to the organization or formation of a regional transmission organization or (B) to the separation or disaggregation of generation, transmission and/or distribution assets), and within 180 days of such Stock Disposition, the Borrower applies (or causes such Significant Subsidiary to apply) all of the Net Available Cash from such Stock Disposition (1) to prepay, repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value Debt of the Borrower and/or Debt of one or more Domestic Regulated Utility Subsidiaries t hat remain a subsidiary of the Borrower and/or (2) to reinvest in the business of one or more Domestic Regulated Utility Subsidiaries of the Borrower.

ARTICLE VI
EVENTS OF DEFAULT AND REMEDIES

SECTION 6.01.Events of Default.

Each of the following events shall constitute an "Event of Default" hereunder:

1. The Borrower shall fail to pay any principal of any Advance when the same becomes due and payable, or shall fail to pay interest thereon or any other amount payable under this Agreement within three Business Days after the same becomes due and payable; or
2. Any representation or warranty made by the Borrower herein or by the Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect or misleading in any material respect when made; or
3. The Borrower shall fail to perform or observe (i) any term, covenant or agreement contained in Section 5.01(b), or 5.02 or (ii) any other term, covenant or agreement contained in this Agreement on its part to be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 30 days after written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or
4. The Borrower shall fail to pay any principal of or premium or interest on any Debt of the Borrower that is outstanding in a principal amount in excess of $50,000,000 in the aggregate (but excluding Debt hereunder) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or
5. The Borrower, any Significant Subsidiary or Entergy New Orleans shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower, any Significant Subsidiary or Entergy New Orleans seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower, any Significant Subsidiary or Entergy New Orleans shall take any corporate action to authorize or to consent to any of the actions set forth above in this subsection (e); or
6. Any judgment or order for the payment of money in excess of $25,000,000 shall be rendered against the Borrower and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive Business Days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or
7. (i)  An ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower shall fail to maintain the minimum funding standards required by Section 412 of the Internal Revenue Code of 1986 for any plan year or a waiver of such standard is sought or granted under Section 412(d) of the Internal Revenue Code of 1986, or (ii) an ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower is, shall have been or will be terminated or the subject of termination proceedings under ERISA, or (iii) the Borrower or any ERISA Affiliate of the Borrower has incurred or will incur a liability to or on account of an ERISA Plan under Section 4062, 4063 or 4064 of ERISA and there shall result from such event either a liability or a material risk of incurring a liability to the PBGC or an ERISA Plan, or (iv) any ERISA Termination Event with respect to an ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower shall have occurred, and in the case of any event described in clau ses (i) through (iv), (A) such event (if correctable) shall not have been corrected and (B) the then-present value of such ERISA Plan's vested benefits exceeds the then-current value of assets accumulated in such ERISA Plan by more than the amount of $25,000,000 (or in the case of an ERISA Termination Event involving the withdrawal of a "substantial employer" (as defined in Section 4001(a)(2) of ERISA), the withdrawing employer's proportionate share of such excess shall exceed such amount).

SECTION 6.02. Remedies.

If any Prepayment Event or Event of Default shall occur and be continuing, then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower, any Significant Subsidiary or E ntergy New Orleans under the Federal Bankruptcy Code, (A) the obligation of each Lender to make Advances shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

ARTICLE VII
THE AGENT

SECTION 7.01. Authorization and Action.

Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Advances), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

SECTION 7.02. Administrative Agent's Reliance, Etc.

Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

ARTICLE 7.03. HypoVereinsbank and Affiliates.

With respect to its Commitment and the Advances made by it, HypoVereinsbank shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Administrative Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include HypoVereinsbank in its individual capacity. HypoVereinsbank and its affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, the Borrower, any of its subsidiaries and any Person who may do business with or own securities of the Borrower or any such subsidiary, all as if HypoVereinsbank were not the Administrative Agent and without any duty to account therefor to the Lenders.

SECTION 7.04. Lender Credit Decision.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements referred to in Section 4.01(e) and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

SECTION 7.05. Indemnification.

The Lenders agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the Advances then outstanding to each of them (or if no Advances are at the time outstanding, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Administrative Agent under this Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's gross negligence or willful misconduct. Without li mitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that such expenses are reimbursable by the Borrower but for which the Administrative Agent is not reimbursed by the Borrower.

SECTION 7.06. Successor Administrative Agent.

The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which, for so long as no Prepayment Event or Event of Default has occurred and is continuing, shall be a Lender and shall be approved by the Borrower (with such approval not to be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so appointed by the Majority Lenders and approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial b ank organized under the laws of the United States or of any other country that is a member of the OECD having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. Notwithstanding the foregoing, if no Prepayment Event or Event of Default, and no event that with the giving of notice or the passage of time, or both, would constitute a Prepayment Event or an Event of Default, shall have occurred and be continuing, then no successor Administrative Agent shall be appointed under this Section 7.06 without the prior written consent of the Borrower, which consent shall not be unreasonably withheld or delayed.

ARTICLE VIII
MISCELLANEOUS

SECTION 8.01. Amendments, Etc.

No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or other amounts payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or the Administrative Agent, as the case may be .

SECTION 8.02. Notices, Etc.

All notices and other communications provided for hereunder shall be in writing (including telecopier, telegraphic, telex or cable communication) and mailed, telecopied, telegraphed, telexed, cabled or delivered, if to the Borrower, at its address at 639 Loyola Avenue, New Orleans, LA 70113, Attention: Treasurer; if to any Bank, at its Eurodollar Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Eurodollar Lending Office specified in the Assignment and Acceptance pursuant to which it became a Lender; and if to the Administrative Agent, at its address at 150 E. 42 Street, New York, NY 10017, Attention: Loan Operations, Tina Chung/Mariana Mucenica (Telephone: (212) 672-5688/5811, Facsimile: (212) 672-5691) or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties. All such notices and communications shall, when mailed, telecopied, telegraphed, telexed or cabled, be effective when deposited in the mails, telecopied, delivered to the telegraph company, confirmed by telex answerback or delivered to the cable company, respectively, except that notices and communications to the Administrative Agent pursuant to Article II or VII shall not be effective until received by the Administrative Agent. Except as otherwise provided in Section 5.01(c), notices and other communications given by the Borrower to the Administrative Agent shall be deemed given to the Lenders.

                    SECTION 8.03. No Waiver; Remedies;

No failure on the part of any Lender or the Administrative Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 8.04. Costs and Expenses; Indemnification.

1. The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent in connection with the preparation, execution, delivery, syndication administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. Any invoices to the Borrower with respect to the aforementioned expenses shall describe such costs and expenses in reasonable detail. The Borrower further agrees to pay on demand all costs and expenses, if any (including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings or otherw ise) of, and the protection of the rights of the Lenders under, this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a).

1. If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07(c), 2.08, 2.09 or 2.11, acceleration of the maturity of the Advances pursuant to Section 6.02, assignment to another Lender upon demand of the Borrower pursuant to Section 8.07(g) or (h) or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (including loss of anticipated profits upon such Lender's representation to the Borrower that it has made reasonable efforts to mitigate such loss), cost or expense incurred by reason of the li quidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Notwithstanding the forgoing, the Borrower agrees that if the Borrower prepays any Advance prior to November 24, 2007, then the Borrower also shall pay to the Lenders their loss of anticipated profit from the date of prepayment until November 24, 2007 and the Lenders shall not be required to mitigate such loss. The Borrower and the Lenders agree that the lost profits shall be calculated as follows:

[1.85% * (Principal Amount) * (Actual Days / 360)] / [(1 + (Interest Rate) ^ (Actual Days /(2* 360))]

where

(i) Principal Amount is the aggregate principal amount of all Advances outstanding on the prepayment date

1. (ii) Interest Rate is the Eurodollar Rate for the time period which is half the length of time from the date of prepayment to November 24, 2007. The Eurodollar Rate used in the denominator shall be determined three days prior to the date of prepayment.

3. Actual Days is the actual number of days between the date of prepayment and November 24, 2007

Any Lender making a demand pursuant to this Section 8.04(b) shall provide the Borrower with a written certification of the amounts required to be paid to such Lender, showing in reasonable detail the basis for the Lender's determination of such amounts; provided, however, that no Lender shall be required to disclose any confidential or proprietary information in any certification provided pursuant hereto, and the failure of any Lender to provide such certification shall not affect the obligations of the Borrower hereunder.

(c)      The Borrower hereby agrees to indemnify and hold each Lender, the Administrative Agent and their respective Affiliates and their respective officers, directors, employees and professional advisors (each, an "Indemnified Person") harmless from and against any and all claims, damages, losses, liabilities, costs or expenses (including reasonable attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may incur or which may be claimed against any of them by any Person or entity by reason of or in connection with the execution, delivery or performance of this Agreement or any transaction contemplated hereby, or the use by the Borrower or any of its subsidiaries of the proceeds of any Advance, except that no Indemnified Person shall be entitled to any indemnification hereunder to the extent that such claims, damages, losses, liabilities, costs or expenses are finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Person. The Borrower's obligations under this Section 8.04(c) shall survive the repayment of all amounts owing to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The Borrower also agrees not to assert any claim against any Lender, any of such Lender's affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transact ions contemplated herein or the actual or proposed use of the proceeds of the Advances.

SECTION 8.05. Right of Set-off.

Upon (i) the occurrence and during the continuance of any Prepayment Event or Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.

SECTION 8.06. Binding Effect.

This Agreement shall become effective when it shall have been executed by the Borrower, the Lenders and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.

SECTION 8.07. Assignments and Participations.

1. Each Lender may assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) the Borrower (unless a Prepayment Event or an Event of Default shall have occurred and be continuing) and the Administrative Agent shall have consented to such assignment (with each such consent not to be unreasonably withheld or delayed) by signing the Assignment and Acceptance referred to in clause (iv) below; (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000 and shall be an integral multiple of $1,000,000 (or shall be the total amount of the assigning Lender's Commitment); and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any promissory notes held by the assigning Lender and a processing and recordation fee of $3,500 (plus an amount equal to out-of-pocket legal expenses of the Administrative Agent, estimated by the Administrative Agent and advised to such parties). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned b y it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Notwithstanding anything to the contrary contained in this Agreement, any Lender at any time may assign all or any portion of its rights and obligations under this Agreement to any Affiliate or Approved Fund of such Lender.
2. By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a cop y of this Agreement, together with copies of the financial statements referred to in Section 4.01(e) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement a re required to be performed by it as a Lender.
3. The Administrative Agent shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Advances owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.
4. Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes held by the assigning Lender, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower.
5. Each Lender may sell participations to one or more banks, financial institutions or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the maker of any such Advance for all purposes of this Agreement and (iv) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement.
6. Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 8.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any confidential information relating to the Borrower received by it from such Lender.
7. If any Lender shall make any demand for payment under Section 2.10 or 2.13, or if any Lender shall be the subject of any notification or assertion of illegality under Section 2.11, then within 30 days after any such demand (if, but only if, such demanded payment has been made by the Borrower) or notification or assertion, the Borrower may, with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provided that no Prepayment Event, Event of Default or event that, with the giving of notice or lapse of time or both, would constitute an Event of Default, shall then have occurred and be continuing, demand that such Lender assign in accordance with this Section 8.07 to one or more assignees designated by the Borrower and acceptable to the Administrative Agent all (but not less than all) of such Lender's Commitment and the Advances owing to it within the period ending on the later to occur of such 30th day and the last day of the longest of the then current Interest Periods for such Advances; provided, however, that the Borrower shall pay to the Administrative Agent the $3,500 administrative fee payable pursuant to clause (iv) of subsection (a) above if such assignee is not a Lender immediately prior to such assignment. If any such assignee designated by the Borrower and approved by the Administrative Agent shall fail to consummate such assignment on terms acceptable to such Lender, or if the Borrower shall fail to designate any such assignees acceptable to the Administrative Agent for all or part of such Lender's Commitment or Advances, then such demand by the Borrower shall become ineffective; it being understood for purposes of this subsection (h) that such assignment shall be conclusively deemed to be on terms acceptable to such Lender, and such Lender shall be compelled to consummate such assignment to an Eligible Assignee designated by the Borrower, if such Eligible Assignee (A) shall agree to such assignment by entering into a n Assignment and Acceptance with such Lender and (B) shall offer compensation to such Lender in an amount equal to all amounts then owing by the Borrower to such Lender hereunder, whether for principal, interest, fees, costs or expenses (other than the demanded payment referred to above and payable by the Borrower as a condition to the Borrower's right to demand such assignment), or otherwise. In addition, in the event that the Borrower shall be entitled to demand the replacement of any Lender pursuant to this subsection (h), the Borrower may, in the case of any such Lender, with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provided that no Prepayment Event, Event of Default or event that, with the giving of notice or lapse of time or both, would constitute an Event of Default, shall then have occurred and be continuing, terminate all (but not less than all) such Lender's Commitment and prepay all (but not less than all) such Lender's Advances not so assigned, together with all interest accrued thereon to the date of such prepayment and all fees, costs and expenses and other amounts then owing by the Borrower to such Lender hereunder, at any time from and after such later occurring day in accordance with Section 2.09 hereof (but without the requirement stated therein for ratable treatment of the other Lenders), if and only if, after giving effect to such termination and prepayment, the sum of the aggregate principal amount of the Advances of all Lenders then outstanding does not exceed the then remaining Commitments of the Lenders. Notwithstanding anything set forth above in this subsection (h) to the contrary, the Borrower shall not be entitled to compel the assignment by any Lender demanding payment under Section 2.10(a) of its Commitment and Advances or terminate and prepay the Commitment and Advances of such Lender if, prior to or promptly following any such demand by the Borrower, such Lender shall have changed or shall change, as the case m ay be, its Applicable Lending Office for its Eurodollar Rate Advances so as to eliminate the further incurrence of such increased cost. In furtherance of the foregoing, any such Lender demanding payment or giving notice as provided above agrees to use reasonable efforts to so change its Applicable Lending Office if, to do so, would not result in the incurrence by such Lender of additional costs or expenses which it deems material or, in the sole judgment of such Lender, be inadvisable for regulatory, competitive or internal management reasons.
8. Anything in this Section 8.07 to the contrary notwithstanding, any Lender may assign and pledge all or any portion of its Commitment and the Advances owing to it to any Federal Reserve Bank (and its transferees) as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder.
9. Notwithstanding anything to the contrary contained herein, any Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an "SPC") of such Granting Lender identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any such SPC to make any Advance, (ii) if such SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof and (iii) no SPC or Granting Lender shall be entitled to receive any greater amount pursuant to Section 2.10 or 8.04(b) than the Granting Lender would have been entitled to receive had the Granting Lender not otherwise granted such SPC the option to provide any Advance to the Borrower. The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would otherwise be liable so long as, and to the extent that, the related Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against or join any other person in instituting against such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidat ion proceedings under the laws of the United States or any State thereof. Notwithstanding the foregoing, the Granting Lender unconditionally agrees to indemnify the Borrower, the Administrative Agent and each Lender against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be incurred by or asserted against the Borrower, the Administrative Agent or such Lender, as the case may be, in any way relating to or arising as a consequence of any such forbearance or delay in the initiation of any such proceeding against its SPC. Each party hereto hereby acknowledges and agrees that no SPC shall have the rights of a Lender hereunder, such rights being retained by the applicable Granting Lender. Accordingly, and without limiting the foregoing, each party hereby further acknowledges and agrees that no SPC shall have any voting rights hereunder and that the voting rights attributable to any Advance made by an SPC shall be exercised only by the relevant Granting Lender and that each Granting Lender shall serve as the administrative agent and attorney-in-fact for its SPC and shall on behalf of its SPC receive any and all payments made for the benefit of such SPC and take all actions hereunder to the extent, if any, such SPC shall have any rights hereunder. In addition, notwithstanding anything to the contrary contained in this Agreement any SPC may (i) with notice to, but without the prior written consent of any other party hereto, assign all or a portion of its interest in any Advances to the Granting Lender and (ii) disclose on a confidential basis any information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 8.07(i) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Advance is being funded by an SPC at the time of such amendment.

SECTION 8.08. Governing Law.

THIS AGREEMENT AND ANY NOTE ISSUED PURSUANT TO SECTION 2.15 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 8.09. Consent to Jurisdiction; Waiver of Jury Trial.

1. To the fullest extent permitted by law, the Borrower hereby irrevocably (i) submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York City and any appellate court from any thereof in any action or proceeding arising out of or relating to this Agreement and (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or in such Federal court. The Borrower hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Borrower also irrevocably consents, to the fullest extent permitted by law, to the service of any and all process in any such action or proceeding by the mailing by certified mail of copies of such process to the Borrower at its address specified in Section 8.02. The Borrower agrees, to the fullest extent permitted by law, that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
2. THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER.

SECTION 8.10. Execution in Counterparts.

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

[The remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

ENTERGY CORPORATION

By                                                    
Steven C. McNeal
Vice President and Treasurer

BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH
     as Administrative Agent

By                                                    
Name:
Title:

By                                                      
Name:
Title:

BANKS

BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH

By                                                    
Name:
Title:

By                                                    
Name:
Title:

SCHEDULE I

ENTERGY CORPORATION

U.S. $35,000,000 Credit Agreement

Name of Bank	Payment Instructions	Eurodollar Lending Office
Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent and Lender	Fedwire: #9; Federal Reserve Bank of New York Favor: Bayerische Hypo- und Vereinsbank AG, New York Branch ABA No.: 026 008 808 A/C#: 594 012 033 405 501 Account Name: Loan Servicing Reference: Entergy Term Loan Attention: Tina Chung Swift: HYVEUS 33	Bayerische Hypo- und Vereinsbank AG, Cayman Islands Branch c/o Bayerische Hypo- und Vereinsbank AG 150 E. 42 Street New York, NY 100177

SCHEDULE II

COMMITMENT SCHEDULE

Name of Lender	Commitment Amount
Bayerische Hypo- und Vereinsbank AG, New York Branch	$35,000,000
Total Commitment:	$35,000,000

EXHIBIT A-1

FORM OF NOTICE OF BORROWING

Bayerische Hypo- und Vereinsbank AG, New York Branch
as Administrative Agent
for the Lenders parties
to the Credit Agreement
referred to below
150 E. 42 Street
New York, New York 10017

[Date]

Attention: Bank Loan Syndications

Ladies and Gentlemen:

The undersigned, Entergy Corporation, refers to the Amended and Restated Credit Agreement, dated as of June 30, 2005 (the "Credit Agreement", the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the "Proposed Borrowing") as required by Section 2.02(a) of the Credit Agreement:

1. The Business Day of the Proposed Borrowing is ,                         , 20   .
2. The Type of Advances to be made in connection with the Proposed Borrowing is Eurodollar Rate Advances.
3. The aggregate amount of the Proposed Borrowing is $        .
4. The Interest Period for each Eurodollar Rate Advance made as part of the Proposed Borrowing is ___ month[s] or year(s).
5. [ENTERGY WIRE INSTRUCTIONS].

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:

1. the representations and warranties contained in Section 4.01 of the Credit Agreement are correct, before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and
2. no event has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds therefrom, that constitutes a Prepayment Event or an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

Very truly yours,

ENTERGY CORPORATION

By                                                    
Name:
Title:
 

___________________________
1  Delete for Base Rate Advances.

EXHIBIT A-2

FORM OF NOTICE OF CONVERSION

Bayerische Hypo- und Vereinsbank AG, New York Branch
as Administrative Agent
for the Lenders parties
to the Credit Agreement
referred to below
150 E. 42 Street
New York, New York 10017

[Date]

Attention:     Bank Loan Syndications

Ladies and Gentlemen:

The undersigned, Entergy Corporation, refers to the Amended and Restated Credit Agreement, dated as of June 30, 2005 (the "Credit Agreement", the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders party thereto and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.08 of the Credit Agreement, that the undersigned hereby requests a Conversion under the Credit Agreement, and in that connection sets forth below the information relating to such Conversion (the "Proposed Conversion") as required by Section 2.08 of the Credit Agreement:

1. The Business Day of the Proposed Conversion is __________, _____.
2. The Type of Advances comprising the Proposed Conversion is Eurodollar Rate Advances.
3. The aggregate amount of the Proposed Conversion is $__________.
4. The Type of Advances to which such Advances are proposed to be Converted is [Eurodollar Rate Advances].
5. The Interest Period for each Advance made as part of the Proposed Conversion is ___ month(s) or year(s).

The undersigned hereby represents and warrants that the following statements are true on the date hereof, and will be true on the date of the Proposed Conversion:

1. The Borrower's request for the Proposed Conversion is made in compliance with Section 2.08 of the Credit Agreement; and
2. The statements contained in Section 3.02 of the Credit Agreement are true.

Very truly yours,

ENTERGY CORPORATION

By                                                    
Name:
Title:
 

___________________________
2  Delete for Base Rate Advances
 

EXHIBIT B

FORM OF ASSIGNMENT AND ACCEPTANCE

Dated ___________, 20__

Reference is made to the Amended and Restated Credit Agreement, dated as of June 30, 2005 (as amended, modified or supplemented from time to time, the "Credit Agreement"), among Entergy Corporation, a Delaware corporation (the "Borrower"), the Lenders (as defined in the Credit Agreement) and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent for the Lenders (the "Administrative Agent"). Terms defined in the Credit Agreement are used herein with the same meaning.

____________ (the "Assignor") and ___________ (the "Assignee") agree as follows:

1. The Assignor hereby sells and assigns to the Assignee without recourse, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to all of the Assignor's rights and obligations under the Credit Agreement as of the date hereof which represents the percentage interest specified on Schedule 1 of all outstanding rights and obligations under the Credit Agreement, including, without limitation, such interest in the Assignor's Commitment and the Advances owing to the Assignor. After giving effect to such sale and assignment, the Assignee's Commitment and the amount of the Advances owing to the Assignee will be as set forth in Section (b) of Schedule 1.
2. The Assignor (A) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (B) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto; and (C) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto. Except as specified in this Section (b), the assignment hereunder shall be without recourse to the Assignor.
3. The Assignee (A) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (B) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (C) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (D) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; [and] (E) specifies as its Domestic Lending Office (and address for notices) and Eurodollar Lending Office the offices set forth beneath its name on the signature pages hereof [and (F) attaches the forms prescribed by the Internal Revenue Service of the United States certifying that it is exempt from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement].¹
4. Following the execution of this Assignment and Acceptance by the Assignor and the Assignee, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent. The effective date of this Assignment and Acceptance shall be the date of acceptance thereof by the Administrative Agent, unless otherwise specified on Schedule 1 hereto (the "Effective Date"); provided, however, that in no event shall this Assignment and Acceptance become effective prior to the payment for the processing and recordation fee to the Administrative Agent as provided in Section 8.07(a) of the Credit Agreement.
5. Upon such acceptance and recording by the Administrative Agent, as of the Effective Date, (A) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (B) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.
6. Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal and interest with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Date directly between themselves.
7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
8. This Assignment and Acceptance may be signed in any number of counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were up on the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed by their respective officers thereunto duly authorized, as of the date first above written, such execution being made on Schedule 1 hereto.

[NAME OF ASSIGNOR]

By                                                    
Name:
Title:
 

[NAME OF ASSIGNEE]

By__________________________
Name:
Title:
 

_________________________
1  If the Assignee is organized under the laws of a jurisdiction outside the United States.

Eurodollar Lending Office:

[Address]

Accepted this ___ day

of ___________, 20__

BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH
  as Administrative Agent

By                                                         
Name:
Title:

By                                                          
Name:
Title:

Schedule 1

to

Assignment and Acceptance

Dated __________, 20__

Section (a)
Percentage Interest:	%
Section (b)
Assignee's Commitment:	$
Aggregate Outstanding Principal
Amount of Advances owing to the Assignee:	$
Section (c)
Effective Date1:	_________, 20__

_________________________
1  This date should be no earllier than the date of acceptance by the Administrative Agent.
 

EXHIBIT C

FORM OF OPINION OF
COUNSEL FOR THE BORROWER

[Date]

To each of the Lenders parties to the
Credit Agreement referred to below,
and to Bayerische Hypo- und Vereinsbank AG, New York Branch
as Administrative Agent

Entergy Corporation

Ladies and Gentlemen:

I have acted as counsel to Entergy Corporation, a Delaware corporation (the "Borrower"), in connection with the preparation, execution and delivery of the Amended and Restated Credit Agreement, dated as of June 30, 2005, by and among the Borrower, the Banks parties thereto and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent for the Lenders thereunder. This opinion is furnished to you at the request of the Borrower pursuant to Section 3.01(a)(v) of the Credit Agreement. Unless otherwise defined herein or unless the context otherwise requires, terms defined in the Credit Agreement are used herein as therein defined.

In such capacity, I have examined:

1. Counterparts of the Credit Agreement, executed by the Borrower;
2. The Certificate of Incorporation of the Borrower (the "Charter");
3. The Bylaws of the Borrower (the "Bylaws");
4. A certificate of the Secretary of State of the State of Delaware, dated June 23, 2005, attesting to the continued corporate existence and good standing of the Borrower in that State;
5. A Certificate of the Secretary of State of the State of Louisiana, dated June 23, 2005, attesting that the Borrower is a foreign corporation duly qualified to conduct business in that State;
6. A copy of the Order dated April 3, 2001 of the Securities and Exchange Commission (File No. 70-9749) under the Public Utility Holding Company Act of 1935, as amended (the "SEC Order"); and
7. The other documents furnished by the Borrower to the Administrative Agent pursuant to Section 3.01(a) of the Credit Agreement.

I have also examined such other corporate records of the Borrower, certificates of public officials and of officers of the Borrower, and agreements, instruments and other documents, as I have deemed necessary as a basis for the opinions expressed below.

In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, and the conformity with the originals of all documents submitted to me as copies. In making my examination of documents and instruments executed or to be executed by persons other than the Borrower, I have assumed that each such other person had the requisite power and authority to enter into and perform fully its obligations thereunder, the due authorization by each such other person for the execution, delivery and performance thereof and the due execution and delivery thereof by or on behalf of such person of each such document and instrument. In the case of any such person that is not a natural person, I have also assumed, insofar as it is relevant to the opinions set forth below, that each such other person is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was c reated, and is duly qualified and in good standing in each other jurisdiction where the failure to be so qualified could reasonably be expected to have a material effect upon its ability to execute, deliver and/or perform its obligations under any such document or instrument. I have further assumed that each document, instrument, agreement, record and certificate reviewed by me for purposes of rendering the opinions expressed below has not been amended by any oral agreement, conduct or course of dealing between the parties thereto.

As to questions of fact material to the opinions expressed herein, I have relied upon certificates and representations of officers of the Borrower (including but not limited to those contained in the Credit Agreement and certificates delivered upon the execution and delivery of the Credit Agreement) and of appropriate public officials, without independent verification of such matters except as otherwise described herein.

Whenever my opinions herein with respect to the existence or absence of facts are stated to be to my knowledge or awareness, it is intended to signify that no information has come to my attention or the attention of other counsel working under my direction in connection with the preparation of this opinion letter that would give me or them actual knowledge of the existence or absence of such facts. However, except to the extent expressly set forth herein, neither I nor they have undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to my or their knowledge of the existence or absence of such facts should be assumed.

On the basis of the foregoing, having regard for such legal consideration as I deem relevant, and subject to the other limitations and qualifications contained in this letter, I am of the opinion that:

1. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business as a foreign corporation in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification.
2. The execution, delivery and performance by the Borrower of the Credit Agreement are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action and do not contravene (i) the Charter or the Bylaws or (ii) law, or (iii) any contractual or legal restriction binding on or affecting the Borrower. The Credit Agreement has been duly executed and delivered on behalf of the Borrower.
3. No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body, is required for the due execution, delivery and performance by the Borrower of the Credit Agreement, including obtaining any Borrowings under the Credit Agreement, except for the filing of the Declaration on Form U-1 and amendments and exhibits thereto in File No. 70-9749 and the SEC Order, which has been obtained, is final and in full force and effect, and is not the subject of any appeal.
4. Except as disclosed in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2004, and in the Borrower's Quarterly Report on Form 10-Q for the period ended March 31, 2005, and the Borrower's Current Reports on Form 8-K dated May 18, 2005 (filed May 19, 2005), dated May 13, 2005 (filed May 19, 2005), dated May 25, 2005 (filed June 1, 2005), and dated June 1, 2005 (filed June 14, 2005), there is no pending or, to the best of my knowledge, threatened action or proceeding affecting the Borrower or any of its subsidiaries before any court, governmental agency or arbitrator that reasonably could be expected to affect materially and adversely the condition (financial or otherwise), operations, business, properties or prospects of the Borrower or its ability to perform its obligations under the Credit Agreement, or that purports to affect the legality, validity, binding effect or enforceability of the Credit Agreement. To the best of my knowledge, after inquiry, the re has been no change in any matter disclosed in such filings that reasonably could be expected to result in such a material adverse effect.
5. The Borrower is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, or an "investment adviser" within the meaning of the Investment Advisers Act of 1940, as amended.
6. The Credit Agreement constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms.

My opinions above are subject to the following qualifications:

1. My opinions are subject, as to enforceability, to (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors rights generally and (B) the application of general principles of equity, including but not limited to the right to have specific performance of contract obligations, regardless of whether considered in a proceeding in equity or at law.
2. My opinion in paragraph (a) above, insofar as it relates to the due incorporation, valid existence and good standing of the Borrower under Delaware law, is given exclusively in reliance upon a certification of the Secretary of State of Delaware, upon which I believe I am justified in relying. A copy of such certification has been provided to you.
3. My opinion set forth in paragraph (c) above as to the obtaining of necessary governmental and regulatory approvals is based solely upon a review of those laws that, in my experience, are normally applicable to the Borrower in connection with transactions of the type contemplated by the Credit Agreement.
4. My opinion in paragraph (f) above as to the legality, validity, binding nature and enforceability of the Credit Agreement is given in reliance upon a legal opinion of even date herewith of Thelen Reid & Priest LLP, New York counsel to the Borrower, and is subject to the assumptions, limitations and qualifications contained therein. A copy of the legal opinion of Thelen Reid & Priest LLP, is being provided to you contemporaneously herewith.

Notwithstanding the qualifications set forth above, I have no actual knowledge of any matter within the scope of said qualifications that would cause me to change the opinions set forth in this letter.

I am licensed to practice law only in the State of Louisiana and, except as otherwise provided herein, my role as counsel to the Borrower is limited to matters involving the laws of the State of Louisiana and the federal laws of the United States of America. Except to the extent otherwise expressly set forth herein, and except with respect to matters governed by the General Corporation Law of Delaware, I render no opinion on the laws of any other jurisdiction or any subdivision thereof, and have made no independent investigation into any such laws except as specifically provided herein.

My opinions are expressed as of the date hereof, and I do not assume any obligation to update or supplement my opinions to reflect any fact or circumstance that hereafter comes to my attention, or any change in law that hereafter occurs.

This opinion letter is being provided exclusively to and for the benefit of the addressees hereof. It is not to be furnished to or relied upon by any other party for any other purpose, without prior express written authorization from me, except that (A)  Thelen Reid & Priest LLP may rely hereon in connection with their opinion to you of even date herewith on behalf of the Borrower as to matters of New York law; and (B) any addressee of this letter may deliver a copy hereof to any person that becomes a Lender under the Credit Agreement after the date hereof, and such person may rely on this opinion as if it had been addressed and delivered to it on the date hereof as an original Bank that was a party to the Credit Agreement.

Very truly yours,

Denise C. Redmann
Assistant General Counsel

[DATE]

To each of the Lenders parties to the
Credit Agreement referred to below,
and to Bayerische Hypo- und Vereinsbank AG, New York Branch
as Administrative Agent

Denise C. Redmann, Esq.
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113

Entergy Corporation

Ladies and Gentlemen:

We have acted as special New York counsel to Entergy Corporation, a Delaware corporation (the "Borrower"), in connection with the preparation, execution and delivery of the Amended and Restated Credit Agreement, dated as of June 30, 2005 (the "Credit Agreement"), among the Borrower, the Banks parties thereto and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent for the Lenders thereunder. This opinion is being furnished to you at the request of the Borrower pursuant to Section 3.01(a)(v) of the Credit Agreement. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Credit Agreement.

In this connection, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (i) counterparts of the Credit Agreement executed by the Borrower; (ii) the Certificate of Incorporation, as amended, and the By-Laws of the Borrower; (iii) a certificate of the Secretary of State of the State of Delaware, dated June [ ], 2005, attesting to the continued corporate existence and good standing of the Borrower in that state; (iv) a certificate of the Secretary of State of the State of Louisiana, dated June [ ], 2005, attesting that the Borrower is a foreign corporation duly qualified to conduct business in that state; (v) a copy of the Order, dated April 3, 2001, of the Securities and Exchange Commission (File No. 70-9749) under the Public Utility Holding Company Act of 1935, as amended; (vi) the other documents furnished by the Borrower to the Administrative Agent pursuant to Section 3.01(a) of the Credit Agreement; and (vii) such other documents and corporate records as we have deemed necessary or appropriate for the opinions expressed herein.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity with original documents of all documents submitted to us as certified or photostatic copies. With respect to the Borrower and each of the other parties to the Credit Agreement, we have assumed (i) that those parties are duly organized and have the power and capacity to execute, deliver and perform all obligations under such documents, and (ii) the due authorization, execution and delivery of such documents by those parties. Regarding documents executed by parties other than the Borrower, we have assumed the validity and binding effect of such documents upon those parties.

We have also assumed that all required regulatory approvals have been obtained and compliance with said approvals.

As to any facts that we did not independently establish or verify, we have relied without independent investigation upon statements, representations and certificates of officers of the Borrower, and, as to the matters addressed therein, upon certificates or communications from public officials.

Based upon the foregoing, and subject to the qualifications hereinafter expressed, it is our opinion that the Credit Agreement constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.

Our opinion is subject to the following qualifications:

(a) The enforceability of the Borrower's obligations under the Credit Agreement is subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar law affecting creditors' rights generally.

(b) The enforceability of the Borrower's obligations under the Credit Agreement is subject to the effect of general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). Such principles of equity are of general application, and, in applying such principles, a court, among other things, might not allow a contracting party to exercise remedies in respect of a default deemed immaterial, or might decline to order an obligor to perform covenants.

(c) We note further that, in addition to the application of equitable principles described above, courts have imposed an obligation on contracting parties to act reasonably and in good faith in the exercise of their contractual rights and remedies, and may also apply public policy considerations in limiting the right of parties seeking to obtain indemnification under circumstances where the conduct of such parties is determined to have constituted negligence.

(d) We express no opinion herein as to (i) Section 8.05 of the Credit Agreement, (ii) the enforceability of provisions purporting to grant to a party conclusive rights of determination, (iii) the availability of specific performance or other equitable remedies, (iv) the enforceability of rights to indemnity under federal or state securities laws, or (v) the enforceability of waivers by parties of their respective rights and remedies under law.

This opinion is limited to the laws of the State of New York. Without limiting the generality of the foregoing, we express no opinion as to the effect of the law of any jurisdiction other than the State of New York wherein any Lender may be located or wherein enforcement of the Credit Agreement may be sought that limits the rate of interest legally chargeable or collectible.

This opinion is rendered solely for your benefit and, except as stated in the following sentences of this paragraph, may not be relied upon by any other party, nor may copies be delivered to any other Person, without our prior written consent. We are aware that Denise C. Redmann, Esq. will rely upon this opinion in rendering her opinion, dated as of the date hereof, to the Lenders and the Administrative Agent, and we hereby authorize such reliance. The Lenders and the Administrative Agent are hereby authorized to deliver a copy of this opinion to any Person that becomes a Lender under the Credit Agreement after the date hereof, and any such Person may rely upon this opinion as if it had been addressed and delivered to it on the date hereof as an original Bank that was a party to the Credit Agreement.

This opinion is limited to laws currently in effect on the date hereof and to the facts as they currently exist. We assume no obligation to revise, supplement or otherwise update this opinion.

Very truly yours,


THELEN REID & PRIEST LLP

EX-4

Exhibit 4(g)

U.S. $60,000,000

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of June 30, 2005

Among

ENTERGY CORPORATION

as Borrower

THE BANKS NAMED HEREIN

as Banks

BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH

as Administrative Agent

BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH

as Arranger

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of June 30, 2005

ENTERGY CORPORATION, a Delaware corporation (the "Borrower"), the banks (the "Banks") listed on the signature pages hereof and Bayerische Hypo- und Vereinsbank AG, New York Branch ("HypoVereinsbank"), as administrative agent (the "Administrative Agent") for the Lenders hereunder, agree with reference to the following facts:

RECITALS

1. The Borrower, Banks and Administrative Agent are party to the Existing Credit Agreement (as defined below) and each party thereto desires to amend and restate the Existing Credit Agreement in its entirety by this Agreement (to be effective on the Effective Date).
2. Pending the Effective Date, the Existing Credit Agreement shall remain in effect.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

    SECTION 1.01.    Certain Defined Terms.

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

"Advance" means an advance by a Lender to the Borrower as part of a Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance, each of which shall be a "Type" of Advance.

"Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person.

"Agreement" means this Amended and Restated Credit Agreement, as amended, supplemented or modified from time to time.

"Applicable Lending Office" means, with respect to each Lender, such Lender's Domestic Lending Office in the case of a Base Rate Advance and such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

"Applicable Margin" means, (i) for any Base Rate Advance, the Base Rate Margin interest rate per annum set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4, Level 5 and Level 6, and (ii) for any Eurodollar Rate Advance, the Eurodollar Margin interest rate per annum set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4, Level 5 and Level 6, in each case, determined by reference to the Relevant Ratings.
 

	Level 1	Level 2	Level 3	Level 4	Level 5	Level 6
S&P Moody's	Relevant Ratings at least A+ or A1	Relevant Ratings Less than Level 1 but at least A or A2	Relevant Ratings Less than Level 2 but at least A- or A3	Relevant Ratings Less than Level 3 but at least BBB+ or Baa1	Relevant Ratings Less than Level 4 but at least BBB or Baa2	Relevant Ratings below BBB* and Baa2*
Interest Rate Per Annum
Eurodollar Margin	0.400%	0.500%	0.600%	0.750%	0.875%	1.125%
Base Rate Margin	0.000%	0.000%	0.000%	0.000%	0.000%	0.500%

*or unrated

Any change in the Applicable Margin will be effective as of the date on which S&P or Moody's, as the case may be, announces the applicable change in any Senior Debt Rating.

"Approved Fund" means, with respect to any Lender that is a fund that invests in bank loans, any other fund that invests in commercial loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

"Assignment and Acceptance" means an assignment and acceptance entered into by a Lender and an assignee of that Lender, and accepted by the Administrative Agent, in substantially the form of Exhibit B hereto.

"Available Commitment" means, as to any Lender at any time of determination, an amount equal to the excess of (a) such Lender's Commitment over (b) the aggregate principal amount of such Lender's Advances then outstanding.

"Base Rate" means, for any period, a fluctuating interest rate per annum at all times equal to the higher of:

1. the rate of interest announced by HypoVereinsbank in New York, New York to its customers, from time to time, as HypoVereinsbank's base rate; and
2. 1/2 of 1% per annum above the Federal Funds Rate in effect from time to time.

"Base Rate Advance" means an Advance that bears interest as provided in Section 2.05(a).

"Borrowing" means a borrowing consisting of simultaneous Advances of the same Type made by each of the Lenders pursuant to Section 2.01 or Converted pursuant to Section 2.07 or 2.08.

"Business Day" means a day of the year on which banks are not required or authorized to close in New York City and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market.

"Capitalization" means, as of any date of determination, with respect to the Borrower and its subsidiaries determined on a consolidated basis, an amount equal to the sum of (i) the total principal amount of all Debt of the Borrower and its subsidiaries outstanding on such date, (ii) Consolidated Net Worth as of such date and (iii) to the extent not otherwise included in Capitalization, all preferred stock and other preferred securities of the Borrower and its subsidiaries, including preferred securities issued by any subsidiary trust, outstanding on such date.

"Commitment" has the meaning specified in Section 2.01.

"Common Equity" shall mean the stock, shares or other ownership interests in the issuer thereof howsoever evidenced (including, without limitation, limited liability company membership interests) that has ordinary voting power for the election of directors, managers or trustees (or other persons performing similar functions) of the issuer, as applicable, provided that Preferred Equity, even if it has such ordinary voting power, shall not be Common Equity.

"Consolidated Net Worth" means the sum of the capital stock (excluding treasury stock and capital stock subscribed for and unissued) and surplus (including earned surplus, capital surplus and the balance of the current profit and loss account not transferred to surplus) accounts of the Borrower and its subsidiaries appearing on a consolidated balance sheet of the Borrower and its subsidiaries prepared as of the date of determination in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e), after eliminating all intercompany transactions and all amounts properly attributable to minority interests, if any, in the stock and surplus of subsidiaries.

"Convert", "Conversion" and "Converted" each refers to a conversion of Advances of one Type into Advances of another Type or the selection of a new, or the renewal of the same, Interest Period for Eurodollar Rate Advances pursuant to Section 2.07 or 2.08.

"Debt" of any Person means (without duplication) all liabilities, obligations and indebtedness (whether contingent or otherwise) of such Person (i) for borrowed money or evidenced by bonds, debentures, notes, or other similar instruments, (ii) to pay the deferred purchase price of property or services (other than such obligations incurred in the ordinary course of business on customary trade terms, provided that such obligations are not more than 30 days past due), (iii) as lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, (iv) under reimbursement agreements or similar agreements with respect to the issuance of letters of credit (other than obligations in respect of letters of credit opened to provide for the payment of goods or services purchased in the ordinary course of business), (v) under any Guaranty Obligations and (vi) liabilities in r espect of unfunded vested benefits under plans covered by Title IV of ERISA.

"Domestic Lending Office" means, with respect to any Lender, the office of such Lender specified as its "Domestic Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

"Domestic Regulated Utility Subsidiary" means a direct or indirect domestic subsidiary of the Borrower engaged in generation, transmission or distribution of electricity or the transmission or distribution of natural gas that is regulated as to rates on a cost of service basis by the Federal Energy Regulatory Commission (or successor agency) or a state or local governmental body.

"Effective Date" means June [30], 2005.

"Eligible Assignee" means a Person (a) (i) that is (A) a commercial bank organized under the laws of the United States, or any State thereof, and having total assets in excess of $500,000,000; (B) a commercial bank organized under the laws of any other country which is a member of the OECD, or a political subdivision of any such country, and having total assets in excess of $500,000,000, provided that such bank is acting through a branch or agency located in the United States or another country which is also a member of OECD; or (C) a Lender, a financial institution Affiliate of any Lender or an Approved Fund of any Lender immediately prior to an assignment and (ii) whose long-term public senior debt securities are rated at least "BBB-" by S&P or at least "Baa3" by Moody's; or (b) that is approved by the Borrower (whose approval shall not be unreasonably withheld) and the Administrative Agent.

"Entergy Arkansas" means Entergy Arkansas, Inc., an Arkansas corporation, or its successors and permitted assigns.

"Entergy Gulf States" means Entergy Gulf States, Inc., a Texas corporation, or its successors and permitted assigns.

"Entergy Louisiana" means Entergy Louisiana, Inc., a Louisiana corporation, or its successors and permitted assigns.

"Entergy Mississippi" means Entergy Mississippi, Inc., a Mississippi corporation, or its successors and permitted assigns.

"Entergy New Orleans" means Entergy New Orleans, Inc., a Louisiana corporation, or its successors and permitted assigns.

"Environmental Laws" means any federal, state or local laws, ordinances or codes, rules, orders, or regulations relating to pollution or protection of the environment, including, without limitation, laws relating to hazardous substances, laws relating to reclamation of land and waterways and laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollution, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder, each as amended and modified from time to time.

"ERISA Affiliate" of a Person or entity means any trade or business (whether or not incorporated) that is a member of a group of which such Person or entity is a member and that is under common control with such Person or entity within the meaning of Section 414 of the Internal Revenue Code of 1986, and the regulations promulgated and rulings issued thereunder, each as amended or modified from time to time.

"ERISA Plan" means an employee benefit plan maintained for employees of any Person or any ERISA Affiliate of such Person subject to Title IV of ERISA.

"ERISA Termination Event" means (i) a Reportable Event described in Section 4043 of ERISA and the regulations issued thereunder (other than a Reportable Event not subject to the provision for 30-day notice to PBGC), or (ii) the withdrawal of the Borrower or any of its ERISA Affiliates from an ERISA Plan during a plan year in which the Borrower or any of its ERISA Affiliates was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of intent to terminate an ERISA Plan or the treatment of an ERISA Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate an ERISA Plan by the PBGC or to appoint a trustee to administer any ERISA Plan, or (v) any other event or condition that would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer any ERISA Plan.

"Eurocurrency Liabilities" has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

"Eurodollar Lending Office" means, with respect to any Lender, the office of such Lender specified as its "Eurodollar Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

"Eurodollar Rate" means, for the Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing, an interest rate per annum equal to the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in U.S. dollars are offered by the principal office of the Reference Bank in London, England, to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank's Eurodollar Rate Advance made as part of such Borrowing and for a period equal to such Interest Period. The Eurodollar Rate for the Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing shall be determined by the Administrative Agent on the basis of applicable rates furnished to and received by the Administrative Age nt from the Reference Bank two Business Days before the first day of such Interest Period, subject, however, to the provisions of Section 2.07.

"Eurodollar Rate Advance" means an Advance that bears interest as provided in Section 2.05(b).

"Eurodollar Rate Reserve Percentage" of any Lender for the Interest Period for any Eurodollar Rate Advance means the reserve percentage applicable during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period.

"Events of Default" has the meaning specified in Section 6.01.

"Existing Credit Agreement" means the Credit Agreement, dated as of May 31, 2002, as amended by the First Amendment, dated as of June 6, 2003, among the Borrower, the banks named therein and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent.

"Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

"Fee Letter" means that certain letter agreement, dated as of June [ ], 2005, between the Borrower and the Administrative Agent.

"Granting Lender" has the meaning specified in Section 8.07(i).

"Guaranty Obligations" means (i) direct or indirect guaranties in respect of, and obligations to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, Debt of any Person and (ii) other guaranty or similar obligations in respect of the financial obligations of others, including, without limitation, Support Obligations.

"Interest Period" means, for each Advance made as part of the same Borrowing, the period commencing on the date of such Advance or the date of the Conversion of any Advance into such an Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be 1, 2, 3 or 6 months (or any period of less than one month that ends on the Maturity Date) in the case of a Eurodollar Rate Advance, as the Borrower may, upon notice received by the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

1. the Borrower may not select any Interest Period that ends after the Maturity Date;
2. Interest Periods commencing on the same date for Advances made as part of the same Borrowing shall be of the same duration;
3. whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, in the case of any Interest Period for a Eurodollar Rate Advance, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and
4. the Borrower shall select Interest Periods so that at no time shall the Interest Periods for all outstanding Eurodollar Rate Advances end on more than 4 different dates.

"Junior Subordinated Debentures" means any junior subordinated deferrable interest debentures issued by any Significant Subsidiary or Entergy New Orleans from time to time.

"Lenders" means the Banks listed on the signature pages hereof and each Person that shall become a party hereto pursuant to Section 8.07.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person or any of its subsidiaries shall be deemed to own, subject to a Lien, any asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

"Majority Lenders" means at any time Lenders to which are owed more than 50% of the then aggregate unpaid principal amount of the Advances, or, if no such principal amount is then outstanding, Lenders having more than 50% of the Commitments (without giving effect to any termination in whole of the Commitments pursuant to Section 6.02), provided, that for purposes hereof, neither the Borrower, nor any of its Affiliates, if a Lender, shall be included in (i) the Lenders holding such amount of the Advances or having such amount of the Commitments or (ii) determining the aggregate unpaid principal amount of the Advances or the total Commitments.

"Maturity Date" means June 30 , 2010.

"Moody's" means Moody's Investors Service, Inc. or any successor thereto.

"Multiemployer Plan" means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding three plan years made or accrued an obligation to make contributions.

"Net Available Cash" from a Stock Disposition means cash payments received therefrom net of all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all federal, state and local taxes required to be paid or accrued as a liability under generally accepted accounting principles, as a result of such Stock Disposition.

"Non-Recourse Debt" means any Debt of any subsidiary of the Borrower that does not constitute Debt of the Borrower, any Significant Subsidiary or Entergy New Orleans.

"Notice of Borrowing" has the meaning specified in Section 2.02(a).

Notice of Conversion" has the meaning specified in Section 2.08(a).

"OECD" means the Organization for Economic Cooperation and Development.

"PBGC" means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

"Person" means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

"Preferred Equity" shall mean any stock, shares or other ownership interests in the issuer thereof howsoever evidenced (including, without limitation, limited liability company membership interests), whether with or without voting rights, that is entitled to dividends or distributions prior to the payment of dividends or distributions with respect to Common Equity.

"Prepayment Event" means the occurrence of any event or the existence of any condition under any agreement or instrument relating to any Debt of a Significant Subsidiary that is outstanding in a principal amount in excess of $50,000,000 in the aggregate, which occurrence or event results in the declaration of such Debt being due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof.

"Reference Bank" means HypoVereinsbank.

"Register" has the meaning specified in Section 8.07(c).

"Relevant Ratings" means the Senior Debt Ratings of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana or Entergy Mississippi assigned by Moody's and S&P that constitute the second lowest Senior Debt Ratings of all such Persons assigned by Moody's and S&P.

"Reportable Event" has the meaning assigned to that term in Title IV of ERISA.

"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

"SEC" means the United States Securities and Exchange Commission.

"SEC Order" has the meaning specified in Section 3.01(a)(iii).

"Senior Debt Rating" means, as to any Person, the rating assigned by Moody's or S&P to the senior secured long-term debt of such Person.

"SERI" means Systems Energy Resources, Inc., an Arkansas corporation, or its successors and permitted assigns.

"Significant Subsidiary" means Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, SERI and any other Domestic Regulated Utility Subsidiary of the Borrower: (i) the total assets (after intercompany eliminations) of which exceed 5% of the total assets of the Borrower and its subsidiaries or (ii) the net worth of which exceeds 5% of the Consolidated Net Worth of the Borrower and its subsidiaries, in each case as shown on the most recent audited consolidated balance sheet of the Borrower and its subsidiaries. In no event shall "Significant Subsidiary" include any Domestic Regulated Utility Subsidiary that as of March 31, 2005, (i) had total assets (after intercompany eliminations) that were 5% or less of the total assets of the Borrower and its subsidiaries as of such date or (ii) had a net worth that was 5% or less of the Consolidated Net Worth of the Borrower and its subsidiaries as of such date.

"SPC" has the meaning specified in Section 8.07(i).

"Stock Disposition" means, with respect to any Person, the issuance, sale, lease, transfer, conveyance or other disposition of (whether in one transaction or in a series of transactions) any Common Equity (or stock or other instruments convertible into Common Equity) of such Person.

"Support Obligations" means any financial obligation, contingent or otherwise, of any Person guaranteeing or otherwise supporting any Debt or other obligation of any other Person in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Debt, (ii) to purchase property, securities or services for the purpose of assuring the owner of such Debt of the payment of such Debt, (iii) to maintain working capital, equity capital, available cash or other financial statement condition of the primary obligor so as to enable the primary obligor to pay such Debt, (iv) to provide equity capital under or in respect of equity subscription arrangements so as to assure any Person with respect to the payment of such Debt or the performance of such obligation, or (v) to provide financial support for the performance of, or to arrange for the performance of, any non-monetary obligations or non-funded debt payment obligations (including, without limitation, guaranties of payments under power purchase or other similar arrangements) of the primary obligor.

    SECTION 1.02.    Computation of Time Periods.

In this Agreement in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding".

    SECTION 1.03.   Accounting Terms.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e) hereof.

ARTICLE II
AMOUNTS AND TERMS OF THE ADVANCES

    SECTION 2.01.   The Advances.

Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower on the Effective Date in an aggregate amount not to exceed at any time outstanding the amount set opposite such Lender's name on Schedule II hereto or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(c) (such Lender's "Commitment"). Each Borrowing shall be in an amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type and, in the case of Eurodollar Rate Advances, having the same Interest Period made or Converted on the same day by the Lenders ratably according to their respective Commitments. At no time may the principal amount outstanding hereunder exceed the aggregate amount of the Commitments; provided further that, the aggregate amo unt of the Commitments shall not exceed $60,000,000.

    SECTION 2.02.   Making the Advances.

1. Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing comprising Base Rate Advances, not later than 11:00 A.M. (New York City time) on the date of the proposed Borrowing, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof. Each such notice of a Borrowing (a "Notice of Borrowing") shall be transmitted by telecopier, telex or cable, confirmed immediately in writing, in substantially the form of Exhibit A-1 hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing, (D) the Borrower's wire instructions, and (E) in the case of a Borrowing com prising Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before (x) 12:00 noon (New York City time) on the date of any Borrowing comprising Eurodollar Rate Advances, and (y) 1:00 P.M. (New York City time) on the date of any Borrowing comprising Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender's ratable portion of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address.
2. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Notice of Borrowing requesting Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.
3. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower (following the Administrative Agent's demand on such Lender for the corresponding amount) severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available t o the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Borrowing for purposes of this Agreement.
4. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

    SECTION 2.03.   Intentionally Omitted

    SECTION 2.04.   Repayment of Advances, Etc.

The Borrower shall repay the principal amount of each Advance made by each Lender and Converted from time to time on the Maturity Date.

    SECTION 2.05.   Interest on Advances.

The Borrower shall pay interest on the unpaid principal amount of each Advance made by each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

1. Base Rate Advances. If such Advance is a Base Rate Advance, a rate per annum equal at all times to the Base Rate in effect from time to time plus the Applicable Margin for such Base Rate Advance in effect from time to time, payable quarterly on the last day of each March, June, September and December and on the date such Base Rate Advance shall be Converted or paid in full.
2. Eurodollar Rate Advances. Subject to Section 2.06, if such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during the Interest Period for such Advance to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Margin for such Eurodollar Rate Advance in effect from time to time, payable on the last day of each Interest Period for such Eurodollar Rate Advance and on the date such Eurodollar Rate Advance shall be Converted or paid in full and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period.

    SECTION 2.06.   Additional Interest on Eurodollar Rate Advances.

The Borrower shall pay to each Lender, so long as such Lender shall be required under regulations of the Board of Governors of the Federal Reserve System to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal amount of each Eurodollar Rate Advance of such Lender, from the date of such Advance until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the Eurodollar Rate for the Interest Period for such Advance from (ii) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest is payable on such Advance. Such additional interest shall be determined by such Lender and notified to the Borrower through the Administrative Agent, and such determi nation shall be conclusive and binding for all purposes, absent manifest error.

    SECTION 2.07.   Interest Rate Determination.

1. The Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar Rate.
2. The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.05(a).
3. If, with respect to any Eurodollar Rate Advances, the Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon

1. each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and
2. the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

    SECTION 2.08.   Conversion of Advances.

1. Voluntary. The Borrower may, upon notice given to the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.07 and 2.11, on any Business Day, Convert all Advances of one Type made in connection with the same Borrowing into Advances of another Type; provided, however, that any Conversion of, or with respect to, any Eurodollar Rate Advances into Advances of another Type shall be made on, and only on, the last day of an Interest Period for such Eurodollar Rate Advances, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 8.04(b) on the date of such Conversion. Each such notice of a Conversion (a "Notice of Conversion") shall be by telecopier, telex or cable, confirmed immediately in writing, in substantially the form of Exhibit A-2 hereto, specifying there in (i) the date of such Conversion, (ii) the Advances to be Converted, and (iii) if such Conversion is into, or with respect to, Eurodollar Rate Advances, the duration of the Interest Period for each such Advance.
2. Mandatory. If a Borrower shall fail to select the Type of any Advance or the duration of any Interest Period for any Borrowing comprising Eurodollar Rate Advances in accordance with the provisions contained in the definition of "Interest Period" in Section 1.01 and Section 2.08(a), or if any proposed Conversion of a Borrowing that is to comprise Eurodollar Rate Advances upon Conversion shall not occur as a result of the circumstances described in paragraph (c) below, the Administrative Agent will forthwith so notify the Borrower and the Lenders, and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
3. Failure to Convert. Each Notice of Conversion given pursuant to subsection (a) above shall be irrevocable and binding on the Borrower. In the case of any Borrowing that is to comprise Eurodollar Rate Advances upon Conversion, the Borrower agrees to indemnify each Lender against any loss, cost or expense incurred by such Lender if, as a result of the failure of the Borrower to satisfy any condition to such Conversion (including, without limitation, the occurrence of any Prepayment Event or Event of Default, or any event that would constitute an Event of Default or a Prepayment Event with notice or lapse of time or both), such Conversion does not occur. The Borrower's obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments.

    SECTION 2.09.   Prepayments.

The Borrower may, upon notice received by the Administrative Agent prior to 11:00 A.M. (New York City time) on any Business Day, with respect to Base Rate Advances, and upon at least two Business Days' notice to the Administrative Agent, with respect to Eurodollar Rate Advances, stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amounts of the Advances made as part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount not less than $1,000,000 or any integral multiple of $100,000 in excess thereof, (ii) in the case of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(b ) on the date of such prepayment, and (iii) in the case of any partial prepayment of the outstanding principal amount of the Advances, the aggregate principal amount of the Advances outstanding after giving effect to any such prepayment shall not be less than $10,000,000.00. Amounts so prepaid under this Section 2.09 may not be reborrowed.

    SECTION 2.10.   Increased Costs.

1. If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusiv e and binding for all purposes, absent manifest error.
2. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be alloc able to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

    SECTION 2.11.   Illegality.

Notwithstanding any other provision of this Agreement, if any Lender shall notify the Administrative Agent that the introduction of, any change in or any change in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, (i) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (ii) the Borrower shall forthwith prepay in full all Eurodollar Rate Advances of all Lenders then outstanding, together with interest accrued thereon, unless the Borrower, within five Business Days of notice from the Administrative Agent, Conver ts all Eurodollar Rate Advances of all Lenders then outstanding into Advances of another Type in accordance with Section 2.08.

    SECTION 2.12.   Payments and Computations.

1. The Borrower shall make each payment hereunder not later than 12:00 noon (New York City time) on the day when due in United States dollars to the Administrative Agent at its address referred to in Section 8.02 in same day funds in accordance with the payment instructions set opposite the name of the Administrative Agent on Schedule I. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.10, 2.13 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.
2. The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, to charge from time to time to the extent permitted by law against any or all of the Borrower's accounts with such Lender any amount so due.
3. All computations of interest based on clause (i) of the definition of "Base Rate" shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Rate or clause (ii) of the definition of "Base Rate" shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.
4. Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.
5. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.
6. Notwithstanding anything to the contrary contained herein, any Advance or other amount payable by the Borrower hereunder that is not paid when due (whether at stated maturity, by acceleration or otherwise), and all Advances at any time an Event of Default shall have occurred and be continuing, shall (to the fullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times, in the case of each Advance, to the applicable interest rate (including the Applicable Margin) in effect from time to time for such Advance plus 2% per annum, and in the case of other amounts, to the Base Rate plus the Applicable Margin for Base Rate Advances plus 2% per annum, payable upon demand.

    SECTION 2.13.   Taxes.

1. Any and all payments by the Borrower hereunder shall be made, in accordance with Section 2.12, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, net income taxes and franchise taxes imposed in lieu of net income taxes on it, by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender, net income taxes and franchise taxes imposed on it in lieu of net income taxes by the jurisdiction of such Lender's Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be req uired by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or the Administrative Agent, (i) the sum payable shall be increased (unless and to the extent that (x) the Borrower is required to deduct such Taxes because any Lender fails to comply with subsection (d) below or (y) such Taxes are imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the extent such Lender's assignor, if any, was entitled at the time of assignment, to receive additional amounts from the Borrower pursuant to this Section 2.13(a) as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.13) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Whenever any Taxes are payable by the Borrower, as promptly as possible thereafter, the Borrower shall send to the Administrative Agent a certified copy of the original receipt received by the Borrower showing payment thereof.
2. In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement (hereinafter referred to as "Other Taxes").
3. The Borrower will indemnify each Lender and the Administrative Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.13) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor. Nothing herein shall preclude the right of the Borrower to contest any such Taxes or Other Taxes so paid, and the Lenders in question or the Administrative Agent (as the case may be) will, following notice from, and at the expense of, the Borrower, take such actions as the Borrower may reasonably request to preserve the Borrower's rights to contest such Taxes or Other Taxes, and, within 60 days following receipt of any refund of amounts with respect to Taxes or Other Taxes for which such Lenders or the Administrative Agent were previously indemnified under this Section 2.13, pay to the Borrower such refunded amounts (including any interest paid by the relevant taxing authority with respect to such amounts) to the extent of the indemnity payments made by the Borrower; provided, however, that the Borrower agrees to repay the amount paid over to the Borrower if such Lender or the Administrative Agent is required to repay such refund.
4. Prior to the date of the initial Borrowing in the case of each Bank, and on the date of the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, each Lender organized under the laws of a jurisdiction outside the United States shall provide the Administrative Agent and the Borrower with the forms prescribed by the Internal Revenue Service of the United States certifying that such Lender is exempt from or eligible for a reduced rate of United States federal withholding taxes with respect to all payments to be made to such Lender hereunder. Each Lender shall deliver forms pursuant to this Section 2.13(d) showing eligibility for a reduced rate of United States federal withholding tax, rather than a complete exemption therefrom, only as a result of a change in treaty, law or regulation that occurs after the date such Lender becomes a party to t his Agreement; provided, however, that a Lender whose assignor, if any, was entitled at the time of assignment to a reduced rate of United States federal withholding tax, rather than a complete exemption therefrom, as a result of a change in treaty, law or regulation that occurred after the date such assignor became a party to this Agreement shall be entitled to deliver a form showing eligibility for a reduced rate of United States federal withholding tax to the extent that such assignor was so entitled. If for any reason during the term of this Agreement, any Lender becomes unable to submit the forms referred to above or the information or representations contained therein are no longer accurate in any material respect, such Lender shall notify the Administrative Agent and the Borrower in writing to that effect. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that payments hereunder are not subject to United States federa l withholding tax, the Borrower or, if the Borrower fails to do so, the Administrative Agent, shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Lender organized under the laws of a jurisdiction outside the United States. Notwithstanding any other provision of this paragraph, a Lender organized under the laws of a jurisdiction outside of the United States shall not be required to deliver any form that such Lender is not legally able to deliver.
5. Any Lender claiming any additional amounts payable pursuant to this Section 2.13 shall use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office, change its Applicable Lending Office to another office of the Lender or take other actions customary or otherwise reasonable under the circumstances if the making of such a change or the taking of such actions would avoid the need for, or reduce the amount of, any such additional amounts which may thereafter accrue and would not, in the sole judgment of such Lender, cause such Lender to suffer economic, legal or regulatory disadvantage. Nothing in this subsection 2.13(e) shall postpone any of the obligations of the Borrower pursuant to Section 2.13.
6. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.13 shall survive the payment in full of principal and interest hereunder.

    SECTION 2.14.   Sharing of Payments, Etc.

If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to Section 2.02(c), 2.06, 2.10, 2.13 or 8.04(b)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repaym ent to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

    SECTION 2.15.   Noteless Agreement; Evidence of Indebtedness.

1. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.
2. The Administrative Agent shall also maintain accounts in which it will record (i) the amount of each Advance made hereunder, the Type thereof and the Interest Period (if any) with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
3. The entries maintained in the accounts maintained pursuant to subsections (a) and (b) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay such obligations in accordance with their terms.
4. Any Lender may request that its Advances be evidenced by one or more promissory notes. In such event, the Borrower shall prepare, execute and deliver to such Lender one or more promissory notes payable to the order of such Lender and in a form acceptable to the Borrower and the Administrative Agent. Thereafter, the Advances evidenced by such note(s) and interest thereon shall at all times (including after any assignment pursuant to Section 8.07) be represented by notes from the Borrower, payable to the order of the payee named therein or any assignee pursuant to Section 8.07, except to the extent that any such Lender or assignee subsequently returns any such notes for cancellation and requests that such Borrowings once again be evidenced as in subsections (a) and (b) above.

ARTICLE  III
CONDITIONS OF LENDING

    SECTION 3.01.   Conditions Precedent to Effective Date.

This Agreement shall become effective on and as of the Effective Date, subject to the satisfaction on or prior thereto of the following conditions precedent:

1. The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv) below), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender:

1. A promissory note payable to the order of each Lender that requests one pursuant to Section 2.15.
2. Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action with respect to this Agreement;
3. A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Certificate of Incorporation and the By Laws of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance of this Agreement, including, without limitation, a copy of the order dated June 30, 2004 (File No. 70-10202) of the SEC under the Public Utility Holding Company Act of 1935, as amended, authorizing the Borrower to obtain Borrowings and to execute, deliver and perform this Agreement (the "SEC Order");
4. Copies of the consolidated balance sheets of the Borrower and its subsidiaries as of December 31, 2004, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its subsidiaries for the fiscal year then ended, and copies of the consolidated financial statements of the Borrower and its subsidiaries as of March 31, 2005, in each case certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied; and
5. A favorable opinion of counsel for the Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit C hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request and a favorable opinion of special New York counsel for the Borrower, Thelen Reid & Priest LLP, substantially in the form of Exhibit D hereto.

b.    The Administrative Agent shall have received the fees payable pursuant to the Fee Letter.
c.    The costs and expenses of the Administrative Agent's counsel in connection with the preparation of this Agreement, and invoiced prior to the Effective Date, shall have been paid by the Borrower.
d.    All Advances under, and all breakage costs, if any, associated with the termination of Eurodollar Rate Advances under, the Existing Credit Agreement shall have been repaid or paid, as the case may be.

    SECTION 3.02.   Conditions Precedent to Each Borrowing.

The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing:

1. the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Conversion and the acceptance by the Borrower of any proceeds of a Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or Conversion, as applicable, such statements are true):

1. The representations and warranties contained in Section 4.01 (excluding those contained in subsections (e) and (f) thereof except in the case of the initial Borrowing) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and
2. No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Prepayment Event or an Event of Default or would constitute a Prepayment Event or an Event of Default with notice or lapse of time or both.

1. The Administrative Agent shall have received such other approvals, opinions or documents with respect to the truth of the foregoing statements (i) and (ii) as any Lender through the Administrative Agent may reasonably request.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

    SECTION 4.01.   Representations and Warranties of the Borrower.

The Borrower represents and warrants as follows:

1. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and is duly qualified to do business as a foreign corporation in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its condition (financial or otherwise), operations, business, properties, or prospects.
2. The execution, delivery and performance by the Borrower of this Agreement are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws, (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its properties.
3. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement, including obtaining any Advances, except for the following (each of which has been duly filed or obtained, and is final and in full force and effect): (A) the filing of the Declaration on Form U-1 and amendments and exhibits thereto in File No. 70-10202 and (B) the SEC Order.
4. This Agreement is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors' rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
5. The consolidated financial statements of the Borrower and its subsidiaries as of December 31, 2004 and for the year ended on such date, as set forth in the Borrower's Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its subsidiaries as of March 31, 2005, and for the three-month period ended on such date set forth in the Borrower's Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present (subject, in the case of such statements dated March 31, 2005, to year-end adjustments) the consolidated financial condition of the Borrower and its subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its subsidiaries for the periods ended on such dates, in accordance with generally accepted accounting principles consistently applied. Except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2005, since December 31, 2004, there has been no material adverse change in the financial condition or operations of the Borrower.
6. Except as disclosed in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2004, and the Borrower's Quarterly Report on Form 10-Q for the period ended March 31, 2005, and the Borrower's Current Reports on Form 8-K dated May 18, 2005 (filed May 19, 2005), dated May 13, 2005 (filed May 19, 2005), dated May 25, 2005 (filed June 1, 2005), and dated June 1, 2005 (filed June 14, 2005), there is no pending or threatened action or proceeding affecting the Borrower or any of its subsidiaries before any court, governmental agency or arbitrator that, if determined adversely, could reasonably be expected to have a material adverse effect upon the condition (financial or otherwise), operations, business, properties or prospects of the Borrower or on its ability to perform its obligations under this Agreement, or that purports to affect the legality, validity, binding effect or enforceability of this Agreement. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a material adverse effect.
7. No event has occurred and is continuing that constitutes a Prepayment Event or an Event of Default or that would constitute a Prepayment Event or an Event of Default but for the requirement that notice be given or time elapse or both.
8. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and not more than 25% of the value of the assets of the Borrower and its subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) is, on the date hereof, represented by margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System).
9. The Borrower is not an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or an "investment advisor" within the meaning of the Investment Company Act of 1940, as amended. The Borrower is a "holding company" as that term is defined in, and is registered under, the Public Utility Holding Company Act of 1935, as amended.
10. No ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan that may materially and adversely affect the condition (financial or otherwise), operations, business, properties or prospects of the Borrower and its subsidiaries, taken as a whole.
11. Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no material adverse change in such funding status.
12. The Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan.

ARTICLE V
COVENANTS OF THE BORROWER

    SECTION 5.01.   Affirmative Covenants.

So long as any amount payable by the Borrower hereunder shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will, unless the Majority Lenders shall otherwise consent in writing:

1. Keep Books; Corporate Existence; Maintenance of Properties; Compliance with Laws; Insurance; Taxes; Inspection Rights.

1. keep proper books of record and account, all in accordance with generally accepted accounting principles;
2. except as otherwise permitted by Section 5.02(c), preserve and keep in full force and effect its existence and preserve and keep in full force and effect its licenses, rights and franchises to the extent necessary to carry on its business;
3. maintain and keep, or cause to be maintained and kept, its properties in good repair, working order and condition, and from time to time make or cause to be made all needful and proper repairs, renewals, replacements and improvements, in each case to the extent such properties are not obsolete and not necessary to carry on its business;
4. comply in all material respects with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or its property, except to the extent being contested in good faith by appropriate proceedings, and compliance with ERISA and Environmental Laws;
5. maintain insurance with responsible and reputable insurance companies or associations or through its own program of self-insurance in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which it operates and furnish to the Administrative Agent, within a reasonable time after written request therefor, such information as to the insurance carried as any Lender, through the Administrative Agent, may reasonably request;
6. pay and discharge its obligations and liabilities in the ordinary course of business, except to the extent that such obligations and liabilities are being contested in good faith by appropriate proceedings; and
7. from time to time upon reasonable notice, permit or arrange for the Administrative Agent, the Lenders and their respective agents and representatives to inspect the records and books of account of the Borrower and its subsidiaries during regular business hours.

2. Use of Proceeds. The Borrower may use the proceeds of the Borrowings for only  general corporate purposes including (i) financing, in part, investments by and capital expenditures of the Borrower and its subsidiaries, (ii) subject to the terms and conditions of this Agreement, repurchases of common stock of the Borrower and/or investments in nonregulated and/or nonutility businesses and (iii) financing working capital requirements of the Borrower and its subsidiaries.
3. Reporting Requirements. Furnish to the Lenders:

1. as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, (A) consolidated balance sheets of the Borrower and its subsidiaries as of the end of such quarter and (B) consolidated statements of income and retained earnings of the Borrower and its subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, each certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles, consistently applied;
2. as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the annual report for such year for the Borrower and its subsidiaries, containing consolidated financial statements for such year certified without qualification by Deloitte & Touche LLP (or such other nationally recognized public accounting firm as the Administrative Agent may approve), and certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles, consistently applied;
3. as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and within 120 days after the end of the fiscal year of the Borrower, a certificate of a duly authorized officer of the Borrower, stating that no Prepayment Event or Event of Default has occurred and is continuing, or if a Prepayment Event or an Event of Default has occurred and is continuing, a statement setting forth details of such Prepayment Event or Event of Default, as the case may be, and the action that the Borrower has taken and proposes to take with respect thereto;
4. as soon as possible and in any event within five days after the Borrower has knowledge of the occurrence of each Prepayment Event, Event of Default and each event that, with the giving of notice or lapse of time or both, would constitute a Prepayment Event or an Event of Default, continuing on the date of such statement, a statement of the duly authorized officer of the Borrower setting forth details of such Prepayment Event or Event of Default or event, as the case may be, and the actions that the Borrower has taken and proposes to take with respect thereto;
5. as soon as possible and in any event within five days after the Borrower receives notice of the commencement of any litigation against, or any arbitration, administrative, governmental or regulatory proceeding involving, the Borrower or any of its subsidiaries, that, if adversely determined, could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), operations, business, properties or prospects of the Borrower, notice of such litigation describing in reasonable detail the facts and circumstances concerning such litigation and the Borrower's or such subsidiary's proposed actions in connection therewith;
6. promptly after the sending or filing thereof, copies of all reports that the Borrower sends to any of its securities holders, and copies of all reports and registration statements which the Borrower files with the SEC or any national securities exchange pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and of all certificates pursuant to Rule 24 which the Borrower files with the SEC pursuant to the Public Utility Holding Company Act of 1935, as amended, in connection with the proceeding of the SEC in File No. 70-10202 related to the SEC Order or any subsequent proceedings related thereto;
7. as soon as possible and in any event (A) within 30 days after the Borrower knows or has reason to know that any ERISA Termination Event described in clause (i) of the definition of ERISA Termination Event with respect to any ERISA Plan has occurred and (B) within 10 days after the Borrower knows or has reason to know that any other ERISA Termination Event with respect to any ERISA Plan has occurred, a statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, that the Borrower proposes to take with respect thereto;
8. promptly and in any event within two Business Days after receipt thereof by the Borrower from the PBGC, copies of each notice received by the Borrower of the PBGC's intention to terminate any ERISA Plan or to have a trustee appointed to administer any ERISA Plan;
9. promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each ERISA Plan;
10. promptly and in any event within five Business Days after receipt thereof by the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA;
11. promptly and in any event within five Business Days after Moody's or S&P has changed any Senior Debt Rating of any Significant Subsidiary, notice of such change; and
12. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request.

    (d)    SEC Order. Maintain the SEC Order in full force and effect through its termination date and comply with all terms and conditions thereof until all amounts outstanding under this Agreement shall have been repaid or paid (as the case may be) and the Maturity Date has occurred.

    SECTION 5.02.   Negative Covenants.

So long as any amount payable by the Borrower hereunder shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will not, without the written consent of the Majority Lenders:

1. Liens, Etc. Create or suffer to exist any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries or of Entergy New Orleans), in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with generally accepted accounting principles; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker's compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not mate rial to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen's, mechanics', carriers', workers' and repairmen's Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time outstanding, (viii) other Liens not otherwise referred to in the foregoing clauses (i) through (vii) above, provided that such Liens, in the aggregate, shall not exceed $ 100,000,000 at any one time and (ix) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); provided, further, that no Lien permitted under the foregoing clauses (i) through (ix) shall be placed upon any shares of any class of equity security of any Significant Subsidiary or of Entergy New Orleans unless the obligations of the Borrower to the Lenders hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lende rs.
2. Limitation on Debt. Permit the total principal amount of all Debt of the Borrower and its subsidiaries, determined on a consolidated basis and without duplication of liability therefor, at any time to exceed 65% of Capitalization determined as of the last day of the most recently ended fiscal quarter of the Borrower; provided, however, that for purposes of this Section 5.02(b) "Debt" and "Capitalization" shall not include (i) Junior Subordinated Debentures issued to a subsidiary trust which has issued preferred securities that are included in the calculation of "Capitalization" and (ii) any Debt of any subsidiary of the Borrower that is Non-Recourse Debt.
3. Mergers, Etc. Merge with or into or consolidate with or into any other Person, except that the Borrower may merge with any other Person, provided that, immediately after giving effect to any such merger, (i) the Borrower is the surviving corporation or (A) the surviving corporation is organized under the laws of one of the states of the United States of America and assumes the Borrower's obligations hereunder in a manner acceptable to the Majority Lenders, and (B) after giving effect to such merger, the senior unsecured long-term debt of such Person shall be at least BBB- and Baa3, (ii) no event shall have occurred and be continuing that constitutes a Prepayment Event or an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both, and (iii) the Borrower shall not be liable with respect to any Debt or allow its property to be subject to any Lien which would not be permiss ible with respect to it or its property under this Agreement on the date of such transaction.
4. Disposition of Assets. Cause a Stock Disposition with respect to any Significant Subsidiary, or permit any Significant Subsidiary to cause a Stock Disposition with respect to any other Person, unless (i) the Borrower shall continue to own directly or indirectly all of the Common Equity of each Significant Subsidiary, or (ii) such Stock Disposition is pursuant, required or related to any regulatory authority and/or governing body (pertaining (A) to the organization or formation of a regional transmission organization or (B) to the separation or disaggregation of generation, transmission and/or distribution assets), and within 180 days of such Stock Disposition, the Borrower applies (or causes such Significant Subsidiary to apply) all of the Net Available Cash from such Stock Disposition (1) to prepay, repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value Debt of the Borrower and/or Debt of one or more Domestic Regulated Utility Subsidiaries t hat remain a subsidiary of the Borrower and/or (2) to reinvest in the business of one or more Domestic Regulated Utility Subsidiaries of the Borrower.

ARTICLE VI
EVENTS OF DEFAULT AND REMEDIES

    SECTION 6.02.   Events of Default.

Each of the following events shall constitute an "Event of Default" hereunder:

1. The Borrower shall fail to pay any principal of any Advance when the same becomes due and payable, or shall fail to pay interest thereon or any other amount payable under this Agreement within three Business Days after the same becomes due and payable; or
2. Any representation or warranty made by the Borrower herein or by the Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect or misleading in any material respect when made; or
3. The Borrower shall fail to perform or observe (i) any term, covenant or agreement contained in Section 5.01(b) or 5.02 or (ii) any other term, covenant or agreement contained in this Agreement on its part to be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 30 days after written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or
4. The Borrower shall fail to pay any principal of or premium or interest on any Debt of the Borrower that is outstanding in a principal amount in excess of $50,000,000 in the aggregate (but excluding Debt hereunder) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or
5. The Borrower, any Significant Subsidiary or Entergy New Orleans shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower, any Significant Subsidiary or Entergy New Orleans seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower, any Significant Subsidiary or Entergy New Orleans shall take any corporate action to authorize or to consent to any of the actions set forth above in this subsection (e); or
6. Any judgment or order for the payment of money in excess of $25,000,000 shall be rendered against the Borrower and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive Business Days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or
7. (i)  An ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower shall fail to maintain the minimum funding standards required by Section 412 of the Internal Revenue Code of 1986 for any plan year or a waiver of such standard is sought or granted under Section 412(d) of the Internal Revenue Code of 1986, or (ii) an ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower is, shall have been or will be terminated or the subject of termination proceedings under ERISA, or (iii) the Borrower or any ERISA Affiliate of the Borrower has incurred or will incur a liability to or on account of an ERISA Plan under Section 4062, 4063 or 4064 of ERISA and there shall result from such event either a liability or a material risk of incurring a liability to the PBGC or an ERISA Plan, or (iv) any ERISA Termination Event with respect to an ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower shall have occurred, and in the case of any event described in clau ses (i) through (iv), (A) such event (if correctable) shall not have been corrected and (B) the then-present value of such ERISA Plan's vested benefits exceeds the then-current value of assets accumulated in such ERISA Plan by more than the amount of $25,000,000 (or in the case of an ERISA Termination Event involving the withdrawal of a "substantial employer" (as defined in Section 4001(a)(2) of ERISA), the withdrawing employer's proportionate share of such excess shall exceed such amount).

    SECTION 6.02.   Remedies.

If any Prepayment Event or Event of Default shall occur and be continuing, then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower, any Significant Subsidiary or Entergy New Orleans under the Federal Bankruptcy Code, (A) the obligation of each Lender to make Advances shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

ARTICLE VII
THE AGENT

    SECTION 7.01.   Authorization and Action.

Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Advances), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or applicable law. The Administrative Agen t agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

    SECTION 7.02.   Administrative Agent's Reliance, Etc.

Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

    SECTION 7.03.   HypoVereinsbank and Affiliates.

With respect to its Commitment and the Advances made by it, HypoVereinsbank shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Administrative Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include HypoVereinsbank in its individual capacity. HypoVereinsbank and its affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, the Borrower, any of its subsidiaries and any Person who may do business with or own securities of the Borrower or any such subsidiary, all as if HypoVereinsbank were not the Administrative Agent and without any duty to account therefor to the Lenders.

    SECTION 7.04.   Lender Credit Decision.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements referred to in Section 4.01(e) and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

    SECTION 7.05.   Indemnification.

The Lenders agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the Advances then outstanding to each of them (or if no Advances are at the time outstanding, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Administrative Agent under this Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's gross negligence or willful misconduct. Without li mitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that such expenses are reimbursable by the Borrower but for which the Administrative Agent is not reimbursed by the Borrower.

    SECTION 7.06.   Successor Administrative Agent.

The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which, for so long as no Prepayment Event or Event of Default has occurred and is continuing, shall be a Lender and shall be approved by the Borrower (with such approval not to be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so appointed by the Majority Lenders and approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial b ank organized under the laws of the United States or of any other country that is a member of the OECD having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. Notwithstanding the foregoing, if no Prepayment Event or Event of Default, and no event that with the giving of notice or the passage of time, or both, would constitute a Prepayment Event or an Event of Default, shall have occurred and be continuing, then no successor Administrative Agent shall be appointed under this Section 7.06 without the prior written consent of the Borrower, which consent shall not be unreasonably withheld or delayed.

ARTICLE VIII
MISCELLANEOUS

    SECTION 8.01.   Amendments, Etc.

No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of or interest on, the Advances or any fees or other amounts payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or the Administrative Agent, as the case may be.

    SECTION 8.02.   Notices, Etc.

All notices and other communications provided for hereunder shall be in writing (including telecopier, telegraphic, telex or cable communication) and mailed, telecopied, telegraphed, telexed, cabled or delivered, if to the Borrower, at its address at 639 Loyola Avenue, New Orleans, LA 70113, Attention: Treasurer; if to any Bank, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Assignment and Acceptance pursuant to which it became a Lender; and if to the Administrative Agent, at its address at 150 E. 42 Street, New York, NY 10017, Attention: Loan Operations, Tina Chung/Mariana Mucenica (Telephone: (212) 672-5688/5811, Facsimile: (212) 672-5691) or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties. All such notices and communications shall, when mailed, telecopied, telegraphed, telexed or cabled, be effective whe n deposited in the mails, telecopied, delivered to the telegraph company, confirmed by telex answerback or delivered to the cable company, respectively, except that notices and communications to the Administrative Agent pursuant to Article II or VII shall not be effective until received by the Administrative Agent. Except as otherwise provided in Section 5.01(c), notices and other communications given by the Borrower to the Administrative Agent shall be deemed given to the Lenders.

    SECTION 8.03.   No Waiver; Remedies.

No failure on the part of any Lender or the Administrative Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

    SECTION 8.04.   Costs and Expenses; Indemnification.

1. The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent in connection with the preparation, execution, delivery, syndication administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. Any invoices to the Borrower with respect to the aforementioned expenses shall describe such costs and expenses in reasonable detail. The Borrower further agrees to pay on demand all costs and expenses, if any (including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings or otherw ise) of, and the protection of the rights of the Lenders under, this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a).
2. If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07(c), 2.08, 2.09 or 2.11, acceleration of the maturity of the Advances pursuant to Section 6.02, assignment to another Lender upon demand of the Borrower pursuant to Section 8.07(g) or (h) or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (including loss of anticipated profits upon such Lender's representation to the Borrower that it has made reasonable efforts to mitigate such loss), cost or expense incurred by reason of the li quidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Any Lender making a demand pursuant to this Section 8.04(b) shall provide the Borrower with a written certification of the amounts required to be paid to such Lender, showing in reasonable detail the basis for the Lender's determination of such amounts; provided, however, that no Lender shall be required to disclose any confidential or proprietary information in any certification provided pursuant hereto, and the failure of any Lender to provide such certification shall not affect the obligations of the Borrower hereunder.
3. The Borrower hereby agrees to indemnify and hold each Lender, the Administrative Agent and their respective Affiliates and their respective officers, directors, employees and professional advisors (each, an "Indemnified Person") harmless from and against any and all claims, damages, losses, liabilities, costs or expenses (including reasonable attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may incur or which may be claimed against any of them by any Person or entity by reason of or in connection with the execution, delivery or performance of this Agreement or any transaction contemplated hereby, or the use by the Borrower or any of its subsidiaries of the proceeds of any Advance, except that no Indemnified Person shall be entitled to any indemnification hereunder to the extent that such claims, damag es, losses, liabilities, costs or expenses are finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Person. The Borrower's obligations under this Section 8.04(c) shall survive the repayment of all amounts owing to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The Borrower also agrees not to assert any claim against any Lender, any of such Lender's affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances.

    SECTION 8.05.   Right of Set-off.

Upon (i) the occurrence and during the continuance of any Prepayment Event or Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.

    SECTION 8.06.   Binding Effect.

This Agreement shall become effective when it shall have been executed by the Borrower, the Lenders and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.

    SECTION 8.07.   Assignments and Participations.

1. Each Lender may assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) the Borrower (unless a Prepayment Event or an Event of Default shall have occurred and be continuing) and the Administrative Agent shall have consented to such assignment (with each such consent not to be unreasonably withheld or delayed) by signing the Assignment and Acceptance referred to in clause (iv) below; (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000 and shall be an integral mul tiple of $1,000,000 (or shall be the total amount of the assigning Lender's Commitment); and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any promissory notes held by the assigning Lender and a processing and recordation fee of $3,500 (plus an amount equal to out-of-pocket legal expenses of the Administrative Agent, estimated by the Administrative Agent and advised to such parties). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assig ned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Notwithstanding anything to the contrary contained in this Agreement, any Lender at any time may assign all or any portion of its rights and obligations under this Agreement to any Affiliate or Approved Fund of such Lender.
2. By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a cop y of this Agreement, together with copies of the financial statements referred to in Section 4.01(e) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement a re required to be performed by it as a Lender.
3. The Administrative Agent shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Advances owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.
4. Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes held by the assigning Lender, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower.
5. Each Lender may sell participations to one or more banks, financial institutions or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the maker of any such Advance for all purposes of this Agreement and (iv) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement.
6. Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 8.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any confidential information relating to the Borrower received by it from such Lender.
7. If any Lender shall make any demand for payment under Section 2.10 or 2.13, or if any Lender shall be the subject of any notification or assertion of illegality under Section 2.11, then within 30 days after any such demand (if, but only if, such demanded payment has been made by the Borrower) or notification or assertion, the Borrower may, with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provided that no Prepayment Event, Event of Default or event that, with the giving of notice or lapse of time or both, would constitute an Event of Default, shall then have occurred and be continuing, demand that such Lender assign in accordance with this Section 8.07 to one or more assignees designated by the Borrower and acceptable to the Administrative Agent all (but not less than all) of such Lender's Commitment and the Advances owing to it within the period ending on the later to occur of such 30th day and the last day of the longest of the then current Interest Periods for such Advances; provided, however, that the Borrower shall pay to the Administrative Agent the $3,500 administrative fee payable pursuant to clause (iv) of subsection (a) above if such assignee is not a Lender immediately prior to such assignment. If any such assignee designated by the Borrower and approved by the Administrative Agent shall fail to consummate such assignment on terms acceptable to such Lender, or if the Borrower shall fail to designate any such assignees acceptable to the Administrative Agent for all or part of such Lender's Commitment or Advances, then such demand by the Borrower shall become ineffective; it being understood for purposes of this subsection (h) that such assignment shall be conclusively deemed to be on terms acceptable to such Lender, and such Lender shall be compelled to consummate such assignment to an Eligible Assignee designated by the Borrower, if such Eligible Assignee (A) shall agree to such assignment by entering into an Assignment and Acceptance with such Lender and (B) shall offer compensation to such Lender in an amount equal to all amounts then owing by the Borrower to such Lender hereunder, whether for principal, interest, fees, costs or expenses (other than the demanded payment referred to above and payable by the Borrower as a condition to the Borrower's right to demand such assignment), or otherwise. In addition, in the event that the Borrower shall be entitled to demand the replacement of any Lender pursuant to this subsection (h), the Borrower may, in the case of any such Lender, with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provided that no Prepayment Event, Event of Default or event that, with the giving of notice or lapse of time or both, would constitute an Event of Default, shall then have occurred and be continuing, terminate all (but not less than all) such Lender's Commitment and prepay all (but not less than all) such Lender's Advances not so assign ed, together with all interest accrued thereon to the date of such prepayment and all fees, costs and expenses and other amounts then owing by the Borrower to such Lender hereunder, at any time from and after such later occurring day in accordance with Section 2.09 hereof (but without the requirement stated therein for ratable treatment of the other Lenders), if and only if, after giving effect to such termination and prepayment, the sum of the aggregate principal amount of the Advances of all Lenders then outstanding does not exceed the then remaining Commitments of the Lenders. Notwithstanding anything set forth above in this subsection (h) to the contrary, the Borrower shall not be entitled to compel the assignment by any Lender demanding payment under Section 2.10(a) of its Commitment and Advances or terminate and prepay the Commitment and Advances of such Lender if, prior to or promptly following any such demand by the Borrower, such Lender shall have changed or shall change, as the case may be, its Ap plicable Lending Office for its Eurodollar Rate Advances so as to eliminate the further incurrence of such increased cost. In furtherance of the foregoing, any such Lender demanding payment or giving notice as provided above agrees to use reasonable efforts to so change its Applicable Lending Office if, to do so, would not result in the incurrence by such Lender of additional costs or expenses which it deems material or, in the sole judgment of such Lender, be inadvisable for regulatory, competitive or internal management reasons.
8. Anything in this Section 8.07 to the contrary notwithstanding, any Lender may assign and pledge all or any portion of its Commitment and the Advances owing to it to any Federal Reserve Bank (and its transferees) as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder.
9. Notwithstanding anything to the contrary contained herein, any Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an "SPC") of such Granting Lender identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any such SPC to make any Advance, (ii) if such SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof and (iii) no SPC or Granting Lender shall be entitled to receive any greater amount pursuant to Section 2.10 or 8.04(b) than the Granting Lender would have been entitled to receive had the Granting Lender not otherwise granted such SPC the option to provide any Advance to the Borrower. The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would otherwise be liable so long as, and to the extent that, the related Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against or join any other person in instituting against such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidat ion proceedings under the laws of the United States or any State thereof. Notwithstanding the foregoing, the Granting Lender unconditionally agrees to indemnify the Borrower, the Administrative Agent and each Lender against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be incurred by or asserted against the Borrower, the Administrative Agent or such Lender, as the case may be, in any way relating to or arising as a consequence of any such forbearance or delay in the initiation of any such proceeding against its SPC. Each party hereto hereby acknowledges and agrees that no SPC shall have the rights of a Lender hereunder, such rights being retained by the applicable Granting Lender. Accordingly, and without limiting the foregoing, each party hereby further acknowledges and agrees that no SPC shall have any voting rights hereunder and that the voting rights attributable to any Advance made by an SPC shall be exercised only by the relevant Granting Lender and that each Granting Lender shall serve as the administrative agent and attorney-in-fact for its SPC and shall on behalf of its SPC receive any and all payments made for the benefit of such SPC and take all actions hereunder to the extent, if any, such SPC shall have any rights hereunder. In addition, notwithstanding anything to the contrary contained in this Agreement any SPC may (i) with notice to, but without the prior written consent of any other party hereto, assign all or a portion of its interest in any Advances to the Granting Lender and (ii) disclose on a confidential basis any information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 8.07(i) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Advance is being funded by an SPC at the time of such amendment.

    SECTION 8.08.   Governing Law.

THIS AGREEMENT AND ANY NOTE ISSUED PURSUANT TO SECTION 2.15 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

    SECTION 8.09.   Consent to Jurisdiction; Waiver of Jury Trial.

1. To the fullest extent permitted by law, the Borrower hereby irrevocably (i) submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York City and any appellate court from any thereof in any action or proceeding arising out of or relating to this Agreement and (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or in such Federal court. The Borrower hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Borrower also irrevocably consents, to the fullest extent permitted by law, to the service of any and all process in any such action or proceeding by the mailing by certified mail of copies of such process to the Borrower at its address specified in Section 8.02. The Borrower agrees, to the fullest extent permitted by law, that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
2. THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER.

    SECTION 8.10.   Execution in Counterparts.

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

[The remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

ENTERGY CORPORATION

By                                           
Steven C. McNeal
Vice President and Treasurer

BAYERISCHE HYPO- UND VEREINSBANK AG,
NEW YORK BRANCH
  as Administrative Agent

By                                               
Name: William W. Hunter
Title: Director

By                                                
Name:
Title:

BANKS

BAYERISCHE HYPO- UND VEREINSBANK AG,
NEW YORK BRANCH

By                                                    
Name: William W. Hunter
Title: Director

By                                                   
Name:
Title:

 

SCHEDULE I

ENTERGY CORPORATION

U.S. $60,000,000 Credit Agreement

Name of Bank	Payment Instructions	Domestic Lending Office	Eurodollar Lending Office
Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent and Lender	Fedwire: #9; Federal Reserve Bank of New York Favor: Bayerische Hypo- und Vereinsbank AG, New York Branch ABA No.: 026 008 808 A/C#: 594 012 033 405 501 Account Name: Loan Servicing Reference: Entergy Term Loan Attention: Tina Chung Swift: HYVEUS 33	Bayerische Hypo- und Vereinsbank AG, New York Branch 150 E. 42 Street New York, NY 10017	Bayerische Hypo- und Vereinsbank AG, Grand Cayman Branch c/o Bayerische Hypo- und Vereinsbank AG 150 E. 42 Street New York, NY 10017

SCHEDULE II

COMMITMENT SCHEDULE

Name of Lender	Commitment Amount
Bayerische Hypo- und Vereinsbank AG, New York Branch	$60,000,000
Total Commitment:	$60,000,000

EXHIBIT A-1

FORM OF NOTICE OF BORROWING

Bayerische Hypo- und Vereinsbank AG, New York Branch
as Administrative Agent
for the Lenders parties
to the Credit Agreement
referred to below
150 East 42 Street
New York, New York  10017

[Date]

Attention:     Bank Loan Syndications

Ladies and Gentlemen:

The undersigned, Entergy Corporation, refers to the Amended and Restated Credit Agreement, dated as of June 30, 2005 (the "Credit Agreement", the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the "Proposed Borrowing") as required by Section 2.02(a) of the Credit Agreement:

1. The Business Day of the Proposed Borrowing is ,                 , 20   .
2. The Type of Advances to be made in connection with the Proposed Borrowing is [Base Rate Advances] [Eurodollar Rate Advances].
3. The aggregate amount of the Proposed Borrowing is $             .
4. The Interest Period for each Eurodollar Rate Advance made as part of the Proposed Borrowing is ___ month[s].
5. [ENTERGY WIRE INSTRUCTIONS].

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:

1. the representations and warranties contained in Section 4.01 of the Credit Agreement are correct, before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and
2. no event has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds therefrom, that constitutes a Prepayment Event or an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

Very truly yours,

ENTERGY CORPORATION

By                                           
Name:
Title:

______________________
1  Delete for Base Rate Advances.

EXHIBIT A-2

FORM OF NOTICE OF CONVERSION

Bayerische Hypo- und Vereinsbank AG, New York Branch
as Administrative Agent
for the Lenders parties
to the Credit Agreement
referred to below
150 East 42 Street
New York, New York  10017

[Date]

Attention:     Bank Loan Syndications

Ladies and Gentlemen:

The undersigned, Entergy Corporation, refers to the Amended and Restated Credit Agreement, dated as of June 30, 2005 (the "Credit Agreement", the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders party thereto and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.08 of the Credit Agreement, that the undersigned hereby requests a Conversion under the Credit Agreement, and in that connection sets forth below the information relating to such Conversion (the "Proposed Conversion") as required by Section 2.08 of the Credit Agreement:

1. The Business Day of the Proposed Conversion is __________, _____.
2. The Type of Advances comprising the Proposed Conversion is [Base Rate Advances] [Eurodollar Rate Advances].
3. The aggregate amount of the Proposed Conversion is $__________.
4. The Type of Advances to which such Advances are proposed to be Converted is [Base Rate Advances] [Eurodollar Rate Advances].
5. The Interest Period for each Advance made as part of the Proposed Conversion is ___ month(s).

The undersigned hereby represents and warrants that the following statements are true on the date hereof, and will be true on the date of the Proposed Conversion:

1. The Borrower's request for the Proposed Conversion is made in compliance with Section 2.08 of the Credit Agreement; and
2. The statements contained in Section 3.02 of the Credit Agreement are true.

Very truly yours,

ENTERGY CORPORATION

By                                            
Name:
Title:


 

________________________
2  Delete for Base Rate Advances

EXHIBIT B

FORM OF ASSIGNMENT AND ACCEPTANCE

Dated ___________, 20__

Reference is made to the Amended and Restated Credit Agreement, dated as of June 30, 2005 (as amended, modified or supplemented from time to time, the "Credit Agreement"), among Entergy Corporation, a Delaware corporation (the "Borrower"), the Lenders (as defined in the Credit Agreement) and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent for the Lenders (the "Administrative Agent"). Terms defined in the Credit Agreement are used herein with the same meaning.

____________ (the "Assignor") and ___________ (the "Assignee") agree as follows:

1. The Assignor hereby sells and assigns to the Assignee without recourse, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to all of the Assignor's rights and obligations under the Credit Agreement as of the date hereof which represents the percentage interest specified on Schedule 1 of all outstanding rights and obligations under the Credit Agreement, including, without limitation, such interest in the Assignor's Commitment and the Advances owing to the Assignor. After giving effect to such sale and assignment, the Assignee's Commitment and the amount of the Advances owing to the Assignee will be as set forth in Section (b) of Schedule 1.
2. The Assignor (A) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (B) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto; and (C) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto. Except as specified in this Section (b), the assignment hereunder shall be without recourse to the Assignor.
3. The Assignee (A) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (B) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (C) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (D) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; [and] (E) specifies as its Domestic Lending Office (and address for notices) and Eurodollar Lending Office the offices set forth beneath its name on the signature pages hereof [and (F) attaches the forms prescribed by the Internal Revenue Service of the United States certifying that it is exempt from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement].¹
4. Following the execution of this Assignment and Acceptance by the Assignor and the Assignee, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent. The effective date of this Assignment and Acceptance shall be the date of acceptance thereof by the Administrative Agent, unless otherwise specified on Schedule 1 hereto (the "Effective Date"); provided, however, that in no event shall this Assignment and Acceptance become effective prior to the payment for the processing and recordation fee to the Administrative Agent as provided in Section 8.07(a) of the Credit Agreement.
5. Upon such acceptance and recording by the Administrative Agent, as of the Effective Date, (A) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (B) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.
6. Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal and interest with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Date directly between themselves.
7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
8. This Assignment and Acceptance may be signed in any number of counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were up on the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed by their respective officers thereunto duly authorized, as of the date first above written, such execution being made on Schedule 1 hereto.

[NAME OF ASSIGNOR]

By                                            
Name:
Title:

[NAME OF ASSIGNEE]

By                                            
Name:
Title:

Domestic Lending Office (and
address for notices):
[Address]

 

_______________________
1  If the Assignee is organized under the laws of a jurisdiction outside the United States.

Eurodollar Lending Office:
[Address]

Accepted this ___ day
of ___________, 20__

BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH
  as Administrative Agent

By                                        
Name:
Title:

By                                        
Name:
Title:

Schedule 1
to
Assignment and Acceptance

Dated __________, 20__

Section (a)
Percentage Interest:	%
Section (b)
Assignee's Commitment:	$
Aggregate Outstanding Principal
Amount of Advances owing to the Assignee:	$
Section (c)
Effective Date1:	_________, 20__

__________________
1   This date should be no earlier than the date of acceptance by the Administrative Agent.

EXHIBIT C

FORM OF OPINION OF
COUNSEL FOR THE BORROWER

[Date]

To each of the Lenders parties to the
Credit Agreement referred to below,
and to Bayerische Hypo- und Vereinsbank AG, New York Branch
as Administrative Agent

Entergy Corporation

Ladies and Gentlemen:

I have acted as counsel to Entergy Corporation, a Delaware corporation (the "Borrower"), in connection with the preparation, execution and delivery of the Amended and Restated Credit Agreement, dated as of June 30, 2005, by and among the Borrower, the Banks parties thereto and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent for the Lenders thereunder. This opinion is furnished to you at the request of the Borrower pursuant to Section 3.01(a)(v) of the Credit Agreement. Unless otherwise defined herein or unless the context otherwise requires, terms defined in the Credit Agreement are used herein as therein defined.

In such capacity, I have examined:

1. Counterparts of the Credit Agreement, executed by the Borrower;
2. The Certificate of Incorporation of the Borrower (the "Charter");
3. The Bylaws of the Borrower (the "Bylaws");
4. A certificate of the Secretary of State of the State of Delaware, dated June 23, 2005, attesting to the continued corporate existence and good standing of the Borrower in that State;
5. A Certificate of the Secretary of State of the State of Louisiana, dated June 23, 2005, attesting that the Borrower is a foreign corporation duly qualified to conduct business in that State;
6. A copy of the Order dated June 30, 2004 of the Securities and Exchange Commission (File No. 70-10202) under the Public Utility Holding Company Act of 1935, as amended (the "SEC Order"); and
7. The other documents furnished by the Borrower to the Administrative Agent pursuant to Section 3.01(a) of the Credit Agreement.

I have also examined such other corporate records of the Borrower, certificates of public officials and of officers of the Borrower, and agreements, instruments and other documents, as I have deemed necessary as a basis for the opinions expressed below.

In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, and the conformity with the originals of all documents submitted to me as copies. In making my examination of documents and instruments executed or to be executed by persons other than the Borrower, I have assumed that each such other person had the requisite power and authority to enter into and perform fully its obligations thereunder, the due authorization by each such other person for the execution, delivery and performance thereof and the due execution and delivery thereof by or on behalf of such person of each such document and instrument. In the case of any such person that is not a natural person, I have also assumed, insofar as it is relevant to the opinions set forth below, that each such other person is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was c reated, and is duly qualified and in good standing in each other jurisdiction where the failure to be so qualified could reasonably be expected to have a material effect upon its ability to execute, deliver and/or perform its obligations under any such document or instrument. I have further assumed that each document, instrument, agreement, record and certificate reviewed by me for purposes of rendering the opinions expressed below has not been amended by any oral agreement, conduct or course of dealing between the parties thereto.

As to questions of fact material to the opinions expressed herein, I have relied upon certificates and representations of officers of the Borrower (including but not limited to those contained in the Credit Agreement and certificates delivered upon the execution and delivery of the Credit Agreement) and of appropriate public officials, without independent verification of such matters except as otherwise described herein.

Whenever my opinions herein with respect to the existence or absence of facts are stated to be to my knowledge or awareness, it is intended to signify that no information has come to my attention or the attention of other counsel working under my direction in connection with the preparation of this opinion letter that would give me or them actual knowledge of the existence or absence of such facts. However, except to the extent expressly set forth herein, neither I nor they have undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to my or their knowledge of the existence or absence of such facts should be assumed.

On the basis of the foregoing, having regard for such legal consideration as I deem relevant, and subject to the other limitations and qualifications contained in this letter, I am of the opinion that:

1. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business as a foreign corporation in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification.
2. The execution, delivery and performance by the Borrower of the Credit Agreement are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action and do not contravene (i) the Charter or the Bylaws or (ii) law, or (iii) any contractual or legal restriction binding on or affecting the Borrower. The Credit Agreement has been duly executed and delivered on behalf of the Borrower.
3. No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body, is required for the due execution, delivery and performance by the Borrower of the Credit Agreement, including obtaining any Borrowings under the Credit Agreement, except for filing of the Declaration on Form U-1 and amendments and exhibits thereto in File No. 70-10202 and the SEC Order, which has been obtained, is final and in full force and effect, and is not the subject of any appeal.
4. Except as disclosed in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2004, and in the Borrower's Quarterly Report on Form 10-Q for the period ended March 31, 2005, and the Borrower's Current Reports on Form 8-K dated May 18, 2005 (filed May 19, 2005), dated May 13, 2005 (filed May 19, 2005), dated May 25, 2005 (filed June 1, 2005), and dated June 1, 2005 (filed June 14, 2005), there is no pending or, to the best of my knowledge, threatened action or proceeding affecting the Borrower or any of its subsidiaries before any court, governmental agency or arbitrator that reasonably could be expected to affect materially and adversely the condition (financial or otherwise), operations, business, properties or prospects of the Borrower or its ability to perform its obligations under the Credit Agreement, or that purports to affect the legality, validity, binding effect or enforceability of the Credit Agreement. To the best of my knowledge, after inquiry , there has been no change in any matter disclosed in such filings that reasonably could be expected to result in such a material adverse effect.
5. The Borrower is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, or an "investment adviser" within the meaning of the Investment Advisers Act of 1940, as amended.
6. The Credit Agreement constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms.

My opinions above are subject to the following qualifications:

1. My opinions are subject, as to enforceability, to (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors rights generally and (B) the application of general principles of equity, including but not limited to the right to have specific performance of contract obligations, regardless of whether considered in a proceeding in equity or at law.
2. My opinion in paragraph (a) above, insofar as it relates to the due incorporation, valid existence and good standing of the Borrower under Delaware law, is given exclusively in reliance upon a certification of the Secretary of State of Delaware, upon which I believe I am justified in relying. A copy of such certification has been provided to you.
3. My opinion set forth in paragraph (c) above as to the obtaining of necessary governmental and regulatory approvals is based solely upon a review of those laws that, in my experience, are normally applicable to the Borrower in connection with transactions of the type contemplated by the Credit Agreement.
4. My opinion in paragraph (f) above as to the legality, validity, binding nature and enforceability of the Credit Agreement is given in reliance upon a legal opinion of even date herewith of Thelen Reid & Priest LLP, New York counsel to the Borrower, and is subject to the assumptions, limitations and qualifications contained therein. A copy of the legal opinion of Thelen Reid & Priest LLP, is being provided to you contemporaneously herewith.

Notwithstanding the qualifications set forth above, I have no actual knowledge of any matter within the scope of said qualifications that would cause me to change the opinions set forth in this letter.

I am licensed to practice law only in the State of Louisiana and, except as otherwise provided herein, my role as counsel to the Borrower is limited to matters involving the laws of the State of Louisiana and the federal laws of the United States of America. Except to the extent otherwise expressly set forth herein, and except with respect to matters governed by the General Corporation Law of Delaware, I render no opinion on the laws of any other jurisdiction or any subdivision thereof, and have made no independent investigation into any such laws except as specifically provided herein.

My opinions are expressed as of the date hereof, and I do not assume any obligation to update or supplement my opinions to reflect any fact or circumstance that hereafter comes to my attention, or any change in law that hereafter occurs.

This opinion letter is being provided exclusively to and for the benefit of the addressees hereof. It is not to be furnished to or relied upon by any other party for any other purpose, without prior express written authorization from me, except that (A) Thelen Reid & Priest LLP may rely hereon in connection with their opinion to you of even date herewith on behalf of the Borrower as to matters of New York law; and (B) any addressee of this letter may deliver a copy hereof to any person that becomes a Lender under the Credit Agreement after the date hereof, and such person may rely on this opinion as if it had been addressed and delivered to it on the date hereof as an original Bank that was a party to the Credit Agreement.

Very truly yours,

Denise C. Redmann
Assistant General Counsel

EXHIBIT D

OPINION OF SPECIAL NEW YORK
COUNSEL TO THE BORROWER

[DATE]

To each of the Lenders parties to the
Credit Agreement referred to below,
and to Bayerische Hypo- und Vereinsbank AG, New York Branch
as Administrative Agent

Denise C. Redmann, Esq.
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113

Entergy Corporation

Ladies and Gentlemen:

We have acted as special New York counsel to Entergy Corporation, a Delaware corporation (the "Borrower"), in connection with the preparation, execution and delivery of the Amended and Restated Credit Agreement, dated as of June 30, 2005 (the "Credit Agreement"), among the Borrower, the Banks parties thereto and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent for the Lenders thereunder. This opinion is being furnished to you at the request of the Borrower pursuant to Section 3.01(a)(v) of the Credit Agreement. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Credit Agreement.

In this connection, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (i) counterparts of the Credit Agreement executed by the Borrower; (ii) the Certificate of Incorporation, as amended, and the By-Laws of the Borrower; (iii) a certificate of the Secretary of State of the State of Delaware, dated June [ ], 2005, attesting to the continued corporate existence and good standing of the Borrower in that state; (iv) a certificate of the Secretary of State of the State of Louisiana, dated June [ ], 2005, attesting that the Borrower is a foreign corporation duly qualified to conduct business in that state; (v) a copy of the Order, dated June 30, 2004, of the Securities and Exchange Commission (File No. 70-10202) under the Public Utility Holding Company Act of 1935, as amended; (vi) the other documents furnished by the Borrower to the Administrative Agent pursuant to Section 3.01(a) of the Credit Agreement; and (vii) such other documents and corporate records as we have deemed necessary or appropriate for the opinions expressed herein.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity with original documents of all documents submitted to us as certified or photostatic copies. With respect to the Borrower and each of the other parties to the Credit Agreement, we have assumed (i) that those parties are duly organized and have the power and capacity to execute, deliver and perform all obligations under such documents, and (ii) the due authorization, execution and delivery of such documents by those parties. Regarding documents executed by parties other than the Borrower, we have assumed the validity and binding effect of such documents upon those parties.

We have also assumed that all required regulatory approvals have been obtained and compliance with said approvals.

As to any facts that we did not independently establish or verify, we have relied without independent investigation upon statements, representations and certificates of officers of the Borrower, and, as to the matters addressed therein, upon certificates or communications from public officials.

Based upon the foregoing, and subject to the qualifications hereinafter expressed, it is our opinion that the Credit Agreement constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.

Our opinion is subject to the following qualifications:

(a) The enforceability of the Borrower's obligations under the Credit Agreement is subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar law affecting creditors' rights generally.

(b) The enforceability of the Borrower's obligations under the Credit Agreement is subject to the effect of general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). Such principles of equity are of general application, and, in applying such principles, a court, among other things, might not allow a contracting party to exercise remedies in respect of a default deemed immaterial, or might decline to order an obligor to perform covenants.

(c) We note further that, in addition to the application of equitable principles described above, courts have imposed an obligation on contracting parties to act reasonably and in good faith in the exercise of their contractual rights and remedies, and may also apply public policy considerations in limiting the right of parties seeking to obtain indemnification under circumstances where the conduct of such parties is determined to have constituted negligence.

(d) We express no opinion herein as to (i) Section 8.05 of the Credit Agreement, (ii) the enforceability of provisions purporting to grant to a party conclusive rights of determination, (iii) the availability of specific performance or other equitable remedies, (iv) the enforceability of rights to indemnity under federal or state securities laws, or (v) the enforceability of waivers by parties of their respective rights and remedies under law.

This opinion is limited to the laws of the State of New York. Without limiting the generality of the foregoing, we express no opinion as to the effect of the law of any jurisdiction other than the State of New York wherein any Lender may be located or wherein enforcement of the Credit Agreement may be sought that limits the rate of interest legally chargeable or collectible.

This opinion is rendered solely for your benefit and, except as stated in the following sentences of this paragraph, may not be relied upon by any other party, nor may copies be delivered to any other Person, without our prior written consent. We are aware that Denise C. Redmann, Esq. will rely upon this opinion in rendering her opinion, dated as of the date hereof, to the Lenders and the Administrative Agent, and we hereby authorize such reliance. The Lenders and the Administrative Agent are hereby authorized to deliver a copy of this opinion to any Person that becomes a Lender under the Credit Agreement after the date hereof, and any such Person may rely upon this opinion as if it had been addressed and delivered to it on the date hereof as an original Bank that was a party to the Credit Agreement.

This opinion is limited to laws currently in effect on the date hereof and to the facts as they currently exist. We assume no obligation to revise, supplement or otherwise update this opinion.

Very truly yours,

THELEN REID & PRIEST LLP

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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c) 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; and
	d) 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: August 4, 2005

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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c) 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; and
	d) 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: August 4, 2005

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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c) 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; and
	d) 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: August 4, 2005

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 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c) 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; and
	d) 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 officers 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: August 4, 2005

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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c) 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; and
	d) Disclosed in these reports 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: August 4, 2005

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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c) 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; and
	d) 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: August 4, 2005

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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c) 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; and
	d) 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: August 4, 2005

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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c) 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; and
	d) 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: August 4, 2005

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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c) 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; and
	d) Disclosed in these reports 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/ 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: August 4, 2005

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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c) 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; and
	d) 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: August 4, 2005

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 June 30, 2005 (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: August 4, 2005

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 June 30, 2005 (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: August 4, 2005

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 June 30, 2005 (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: August 4, 2005

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 June 30, 2005 (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: August 4, 2005

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 June 30, 2005 (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: August 4, 2005

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 June 30, 2005 (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: August 4, 2005

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 June 30, 2005 (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: August 4, 2005

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 June 30, 2005 (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: August 4, 2005

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 June 30, 2005 (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: August 4, 2005

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 June 30, 2005 (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: August 4, 2005

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,					June 30,
	2000	2001	2002	2003	2004	2005
Total Interest Charges	$101,600	$109,523	$103,210	$91,221	$84,430	$85,838
Interest applicable to rentals	16,449	14,563	12,762	15,425	13,171	12,224
Total fixed charges, as defined	118,049	124,086	115,972	106,646	97,601	98,062
Preferred dividends, as defined (a)	13,479	12,348	11,869	14,274	12,646	12,632
Combined fixed charges and preferred dividends, as defined	$131,528	$136,434	$127,841	$120,920	$110,247	$110,694
Earnings as defined:
Net Income	$137,047	$178,185	$135,643	$126,009	$142,210	$159,879
Add:
Provision for income taxes:
Total	100,512	105,933	71,404	105,296	89,064	98,895
Fixed charges as above	118,049	124,086	115,972	106,646	97,601	98,062
Total earnings, as defined	$355,608	$408,204	$323,019	$337,951	$328,875	$356,836
Ratio of earnings to fixed charges, as defined	3.01	3.29	2.79	3.17	3.37	3.64
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	2.70	2.99	2.53	2.79	2.98	3.22
- ------------------------
(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,					June 30,
	2000	2001	2002	2003	2004	2005
Fixed charges, as defined:
Total Interest charges	$158,949	$174,368	$144,840	$157,343	$133,598	$127,159
Interest applicable to rentals	18,307	18,520	16,483	16,694	13,707	9,826
Total fixed charges, as defined	177,256	192,888	161,323	174,037	147,305	136,985
Preferred dividends, as defined (a)	15,742	13,017	6,190	6,845	6,991	6,618
Combined fixed charges and preferred dividends, as defined	$192,998	$205,905	$167,513	$180,882	$154,296	$143,603
Earnings as defined:
Income (loss) from continuing operations before extraordinary items and
the cumulative effect of accounting changes	$180,343	$179,444	$174,078	$63,895	$192,264	$162,581
Add:
Income Taxes	103,603	82,038	65,997	24,249	108,288	87,263
Fixed charges as above	177,256	192,888	161,323	174,037	147,305	136,985
Total earnings, as defined (b)	$461,202	$454,370	$401,398	$262,181	$447,857	$386,829
Ratio of earnings to fixed charges, as defined	2.60	2.36	2.49	1.51	3.04	2.82
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	2.39	2.21	2.40	1.45	2.90	2.69
(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,					June 30,
	2000	2001	2002	2003	2004	2005
Fixed charges, as defined:
Total Interest	$111,743	$116,076	$100,667	$76,756	$74,141	$77,261
Interest applicable to rentals	6,458	7,951	6,496	6,359	5,595	4,336
Total fixed charges, as defined	118,201	124,027	$107,163	$83,115	$79,736	$81,597
Preferred dividends, as defined (a)	16,102	12,374	10,647	$11,189	$10,899	$11,057
Combined fixed charges and preferred dividends, as defined	$134,303	$136,401	$117,810	$94,304	$90,635	$92,654
Earnings as defined:
Net Income	$162,679	$132,550	$144,709	$146,154	$127,495	$138,504
Add:
Provision for income taxes:
Total Taxes	112,645	86,287	84,765	97,408	79,475	89,809
Fixed charges as above	118,201	124,027	107,163	83,115	79,736	81,597
Total earnings, as defined	$393,525	$342,864	$336,637	$326,677	$286,706	$309,910
Ratio of earnings to fixed charges, as defined	3.33	2.76	3.14	3.93	3.60	3.80
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	2.93	2.51	2.86	3.46	3.16	3.34
- ------------------------
(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,					June 30,
	2000	2001	2002	2003	2004	2005
Fixed charges, as defined:
Total Interest	$44,877	$50,991	$45,464	$47,464	$44,637	$42,839
Interest applicable to rentals	1,596	1,849	1,916	1,880	1,162	783
Total fixed charges, as defined	46,473	52,840	$47,380	$49,344	$45,799	$43,622
Preferred dividends, as defined (a)	5,347	4,674	4,490	5,099	5,067	4,997
Combined fixed charges and preferred dividends, as defined	$51,820	$57,514	$51,870	$54,443	$50,866	$48,619
Earnings as defined:
Net Income	$38,973	$39,620	$52,408	$67,058	$73,497	$68,992
Add:
Provision for income taxes:
Total income taxes	22,868	20,464	17,846	34,431	37,040	33,163
Fixed charges as above	46,473	52,840	47,380	49,344	45,799	43,622
Total earnings, as defined	$108,314	$112,924	$117,634	$150,833	$156,336	$145,777
Ratio of earnings to fixed charges, as defined	2.33	2.14	2.48	3.06	3.41	3.34
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	2.09	1.96	2.27	2.77	3.07	3.00
- ------------------------
(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,					June 30,
	2000	2001	2002	2003	2004	2005
Fixed charges, as defined:
Total Interest	$15,891	$19,661	$27,950	$17,786	$16,610	$15,817
Interest applicable to rentals	1,008	977	1,043	910	644	422
Total fixed charges, as defined	16,899	20,638	28,993	18,696	17,254	16,239
Preferred dividends, as defined (a)	1,643	2,898	2,736	1,686	1,545	1,569
Combined fixed charges and preferred dividends, as defined	$18,542	$23,536	$31,729	$20,382	$18,799	$17,808
Earnings as defined:
Net Income	$16,518	($2,195)	($230)	$7,859	$28,072	22,749
Add:
Provision for income taxes:
Total	11,597	(4,396)	(422)	5,875	16,868	14,200
Fixed charges as above	16,899	20,638	28,993	18,696	17,254	16,239
Total earnings, as defined	$45,014	$14,047	$28,341	$32,430	$62,194	$53,188
Ratio of earnings to fixed charges, as defined	2.66	0.68	0.98	1.73	3.60	3.28
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	2.43	0.60	0.89	1.59	3.31	2.99
- ------------------------
(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
Ratios of Earnings to Fixed Charges
	Twelve Months Ended
	December 31,					June 30,
	2000	2001	2002	2003	2004	2005
Fixed charges, as defined:
Total Interest	$118,519	$138,018	$76,639	$64,620	$58,928	$53,059
Interest applicable to rentals	5,753	4,458	3,250	3,793	3,426	3,500
Total fixed charges, as defined	$124,272	$142,476	$79,889	$68,413	$62,354	$56,559
Earnings as defined:
Net Income	$93,745	$116,355	$103,352	$106,003	$105,948	107,906
Add:
Provision for income taxes:
Total	81,263	43,761	76,177	75,845	78,013	75,858
Fixed charges as above	124,272	142,476	79,889	68,413	62,354	56,559
Total earnings, as defined	$299,280	$302,592	$259,418	$250,261	$246,315	$240,323
Ratio of earnings to fixed charges, as defined	2.41	2.12	3.25	3.66	3.95	4.25