Exhibit B-28(a)

                  Certificate of Incorporation
                               of
                 Entergy Nuclear Holding Company

     FIRST:         The name of the Corporation is Entergy
Nuclear Holding Company  (hereinafter the "Corporation").

     SECOND:   The address of the registered office of the
Corporation in the State of Delaware is One Rodney Square, 10th
Floor, Tenth & King Street, in the City of Wilmington, County of
New Castle.  The name of its registered agent at that address is
RL&F Service Corp.

     THIRD:    The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized
under the General Corporation Law of the State of Delaware as set
forth in Title 8 of the Delaware Code.

     FOURTH:   The total number of shares of stock which the
Corporation shall have authority to issue is three thousand 3,000
shares of capital stock having $.01 par value per share and of
one class; such class is hereby designated as common stock.

     FIFTH:    The business and affairs of the Corporation shall
be managed by or under the direction of the Board of Directors,
which shall consist of not less than one (1) nor more than
fifteen (15) directors, the exact number of directors to be
determined from time to time by resolution adopted by affirmative
vote of a majority of the entire Board of Directors.  A director
shall hold office until the next succeeding annual meeting of
stockholders and until his successor shall be elected, subject,
however, to prior death, resignation, retirement or removal from
office.  Vacancies occurring in the Board of Directors and newly
created directorships resulting from an increase in the
authorized number of directors may be filled by a majority of the
directors then in office, even if less than a quorum, or by a
sole remaining director.  Any director elected to fill a vacancy
shall serve until the next succeeding annual meeting of
stockholders and until his or her successor shall be elected and
qualified.

     SIXTH:    In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly
authorized to make, adopt, alter, amend, change or repeal the
Bylaws of the Corporation.  In addition to the powers and
authority hereinbefore or by statute expressly conferred upon
them, the directors are hereby empowered to exercise all such
powers and do all such acts and things as may be exercised or
done by the Corporation, subject, nevertheless, to the provisions
of the statutes of Delaware, this Certificate of Incorporation,
and by any Bylaws adopted by the stockholders; provided, however,
that no Bylaws hereafter adopted by the stockholders or otherwise
shall invalidate any prior act of the directors which would have
been valid if such Bylaws had not been adopted.

     SEVENTH:  Notwithstanding any other provision of this
Certificate of Incorporation or the Bylaws of the Corporation to
the contrary, no action required to be taken or which may be
taken at any annual or special meeting of stockholders of the
Corporation may be taken by written consent without such a
meeting except any action taken upon the signing of a consent in
writing by the holders of not less than the greater of (a) a
majority of the outstanding stock of the Corporation entitled to
vote thereon and (b) that number of shares of stock of the
Corporation that would be required to take such action at a
special or annual meeting of stockholders where holders of all
outstanding stock of the Corporation were present, setting forth
the action to be taken.  Special meetings of the stockholders of
the Corporation may be called only by the Board of Directors, the
Chairman of the Board, the person, if any, designated by the
Board of Directors as the Chief Executive Officer of the
Corporation, a majority of the members of the entire Executive
Committee of the Board of Directors, if there shall be one, or by
the holders of not less than a majority of the outstanding stock
of the Corporation entitled to vote at the special meeting.

     EIGHTH:   A.   To the fullest extent authorized or permitted
by the General Corporation Law of the State of Delaware, as the
same exists or may hereafter be amended, a director of the
Corporation shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary
duty as a director.

     Any repeal or modification of this Section A of Article
EIGHTH shall not have any effect on the liability or alleged
liability of any director of this Corporation for any act or
omission of such director occurring prior to such repeal or
modification, or otherwise adversely affect any right or
protection of a director of the corporation existing at the time
of such repeal or modification.

     B.   The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by the
General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended, and such right to
indemnification shall continue as to a person who has ceased to
be a director or officer of the Corporation and shall inure to
the benefit of his or her heirs, executors and administrators;
provided, however, that, except for proceedings to enforce rights
to indemnification, the Corporation shall not be obligated to
indemnify any director or officer (or his or her heirs, executors
or administrators) in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part
thereof) was authorized by the Board of Directors of the
Corporation.  The right to indemnification conferred in this
Section B of Article EIGHTH shall include the right to be paid by
the Corporation the expenses incurred in defending or otherwise
participating in any proceeding in advance of its final
disposition.

     The Corporation may, to the extent authorized from time to
time by the Board of Directors, provide rights to indemnification
and the to advancement of expenses to employees and agents of the
Corporation who are not directors or officers similar to those
conferred in this Section B of Article EIGHTH to directors and
officers of the Corporation.

     The rights to indemnification and to the advancement of
expenses conferred in this Section B of Article EIGHTH shall not
be exclusive of any other right which any person may have
hereafter acquire under this Certificate of Incorporation, the
Bylaws, any statute, agreement, vote of stockholders or
disinterested directors, or otherwise.

     Any repeal or modification of this Section B of Article
EIGHTH by the stockholders of the Corporation shall not adversely
affect any rights to indemnification and advancement of expenses
of a director or officer of the Corporation existing pursuant to
this Section B of Article EIGHTH with respect to any acts or
omissions occurring prior to such repeal or modification.

     C.   The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise against
any expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such
expense, liability or loss under the General Corporation Law of
the State of Delaware.  The Corporation may also obtain a letter
of credit, act as self-insurer, create a reserve, trust, escrow,
cash collateral or other fund or account, enter into
indemnification agreements, pledge or grant a security interest
in any assets or properties of the Corporation, or use any the
mechanism or arrangement whatsoever in such amounts, at such
costs, and upon such other terms and conditions as the Board of
Directors shall deem appropriate for the protection of any or all
such persons.

     NINTH:    Each of the directors of the Corporation may be
removed from office at any time, with or without cause, but a
director may be removed without cause only by the affirmative
vote of the holders of not less than two-thirds of the
outstanding stock of the Corporation then entitled to vote for
the election of such director.

     TENTH:    The name of the Incorporator is Denise C. Redmann
and her mailing address is c/o Entergy Services, Inc., 639 Loyola
Avenue, New Orleans, Louisiana 70113.

     ELEVENTH: Meetings of stockholders may be held within or
without the State of Delaware, as the Bylaws may provide.  The
books of the Corporation may be kept (subject to any provision
contained in the General Corporation Law of the State of
Delaware) outside the State of Delaware at such place or places
as may be designated from time to time by the Board of Directors
or in the Bylaws of the Corporation.

     TWELFTH:  The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

     THE UNDERSIGNED, being the Incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this
Certificate hereby declaring and certifying that this is my act
and deed and the facts herein stated are true, and accordingly
have hereunto set my hand this 24th  day of October,  2000.

                              _______________________________
                              Denise C. Redmann - Incorporator

Witness:
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