Exhibit B-19(a)

                          State of Delaware
                  Office of the Secretary of State

                                                       PAGE 1

   I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF

DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF INCORPORATION OF "ENTERGY

POWER INTERNATIONAL CORPORATION", FILED IN THIS OFFICE ON THE

EIGHTEENTH DAY OF DECEMBER, A.D. 1996, AT 12 O'CLOCK P.M.

A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO

THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.


                 Edward J. Freel, Secretary of State

                         AUTHENTICATION:

                         8248749
                         DATE:
                         12-18-96





                    CERTIFICATE OF INCORPORATION
                                 OF
               ENTERGY POWER INTERNATIONAL CORPORATION

THE UNDERSIGNED, in order to form a corporation hereinafter stated,
under and pursuant to the provisions of the General Corporation Law
of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Corporation is Entergy Power International
Corporation.

SECOND: The registered office of the Corporation is to be located at
1209 Orange Street, in the City of Wilmington, in the County of New
Castle, in the State of Delaware. The name of its registered agent at
that address is The Corporation Trust Company.

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 Delaware as presently in effect or as it
may hereinafter be amended.

FOURTH: The total number of shares of capital stock which the
Corporation is authorized to issue is 10,000 shares of capital stock
having no par value per share and of one class; such class is hereby
designated as common stock.

FIFTH: No stockholder shall be entitled as a matter of right to
subscribe for, purchase or receive any shares of the stock or any
rights or options of the Corporation which it may issue or sell,
whether out of the number of shares authorized by this Certificate of
Incorporation or by amendment thereof or out of the shares of the
stock of the Corporation acquired by it after the issuance thereof,
nor shall any stockholder be entitled as a matter of right to
purchase or subscribe for or receive any bonds, debentures or other
obligations which the Corporation may issue or sell that shall be
convertible into or exchangeable for stock or to which shall be
attached or appertain any warrant or warrants or other instrument or
instruments that shall confer upon the holder or owner of such
obligation the right to subscribe for or purchase from the
Corporation any share of its capital stock, but all such additional
issues of stock, rights, options, or of bonds, debentures or other
obligations convertible into or exchangeable for stock or to which
warrants shall be attached or appertain or which shall confer upon
the holder the right to subscribe for or purchase any shares of stock
may be issued and disposed of by the Board of Directors to such
persons and upon such terms as in their absolute discretion they may
deem advisable, subject only to such limitations as may be imposed in
this Certificate of Incorporation or in any amendment thereto.

SIXTH: An annual meeting of stockholders shall be held for the
election of Directors and the transaction of such other business as
may properly come before said meeting.  Special meetings of the
stockholders of the Corporation shall be held whenever called in the
manner required by the laws of the State of Delaware or for purposes
as to which there are special statutory provisions, and for other
purposes whenever called by resolution of the Board of Directors, or
by the Chairman of the Board, the President, or the holders of a
majority of the issued and outstanding shares of the common stock of
the Corporation. Except as otherwise provided herein, any such annual
or special meeting of stockholders shall be held on a date and at a
time and place as may be designated by or in the manner provided in
the By-Laws.

SEVENTH: The name and mailing address of the Incorporator is Thomas
C. Havens, c/o Mayer, Brown & Platt, 1675 Broadway, New York, New
York 10019-5820.

EIGHTH: The number of Directors which shall constitute the whole
Board shall be not less than one (1) nor more than ten (10). Within
such limits, the number of Directors shall be fixed and may be
altered from time to time, as provided in the By-Laws. Election of
Directors need not be by ballot unless the By-Laws so provide.
Directors need not be stockholders. Directors shall be elected at the
annual meeting of the stockholders of the Corporation, except as
herein provided, to serve until the next annual meeting of
stockholders and until their respective successors are duly elected
and have/qualified. Vacancies occurring among the Directors (other
than in the case of removal of a Director) shall be filled by a
majority vote of the Directors then in office with the consent of the
holders of a majority of the issued and outstanding common stock of
the Corporation, or by the sole remaining Director with the consent
of the holders of a majority of the issued and outstanding common
stock of the Corporation, or by resolution duly adopted by the
holders of a majority of the issued and outstanding common stock of
the Corporation, at a special meeting held for such purpose, or by
action taken in lieu of such meeting, or at the next annual meeting
of stockholders following any vacancy. At any meeting of stockholders
of the Corporation called for the purpose, the holders of a majority
of the issued and outstanding shares of the common stock of the
Corporation may remove from office, with or without cause, any or all
of the Directors and the successor of any Director so removed shall
be elected by the holders of a majority of the issued and outstanding
common stock of the Corporation at such meeting or at a later
meeting.

NINTH: All corporate powers shall be exercised by the Board of
Directors of the Corporation except as otherwise provided by law or
by this Certificate of Incorporation or by any By-Laws from time to
time passed by the stockholders (provided, however, that no By-Law so
created shall invalidate any prior act of the Directors which was
valid in the absence of such By-Law). In furtherance and not in
limitation of the powers conferred by law, the Board of Directors is
expressly authorized (a) to make, alter, amend, and repeal the
By-Laws of the Corporation, subject to the power of the stockholders
to alter, amend or repeal such ByLaws; (b) to authorize and cause to
be executed mortgages and liens upon all or any part of the property
of the Corporation; (c) to determine the use and disposition of any
surplus or net profits; and (d) to fix the times for the declaration
and payment of dividends.

TENTH: Directors, as such, shall not receive any stated salary for
their services, but, by resolution of the Board of Directors, a fixed
sum and expenses of attendance, if any, may be allowed for attendance
at each regular, special or committee meeting of the Board; provided
that nothing herein contained shall be construed to preclude any
Director from serving the Corporation in any other capacity and
receiving compensation therefor.

ELEVENTH: When and as authorized by the affirmative vote of the
holders of a majority of the common stock of the Corporation, issued
and outstanding, given at a stockholders' meeting duly called for
that purpose, or when authorized by the written consent of the
holders of a majority of the common stock of the Corporation issued
and outstanding, the Board of Directors may cause the Corporation to
sell, lease or exchange all or substantially all of its property and
assets, including its good will and its corporate franchises, upon
such terms and conditions and for such consideration, which may be in
whole or in part shares of stock in, and/or other securities of, any
other corporation or corporations, as the Board of Directors shall
deem expedient and for the best interests of the Corporation.

TWELFTH: The Board of Directors may not cause the Corporation to
merge or consolidate with or into any other corporation or
corporations, unless such merger or consolidation shall have been
authorized by the affirmative vote of the holders of a majority of
the common stock of the Corporation, issued and outstanding, given at
a stockholders' meeting called for that purpose, or authorized by the
written consent of the holders of a majority of the common stock of
the Corporation issued and outstanding.

THIRTEENTH: To the fullest permitted by the laws of the State of
Delaware, or any other applicable law presently or hereafter in
affect, a Director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for or with
respect to any acts or omissions in the performance of his duties.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right
or protection of a Director of the Corporation existing at the time
of such repeal or modification.

FOURTEENTH: If after the date of adoption of this Certificate of
Incorporation any provision of this Certificate of Incorporation is
invalidated on any grounds by any court of competent jurisdiction,
then only such provision shall be deemed inoperative and null and
void and the remainder of this Certificate of Incorporation shall not
be affected thereby.

FIFTEENTH: 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 law, and
all rights and powers conferred herein on stockholders, Directors and
officers are subject to this reserved power.

IN WITNESS WHEREOF, I have hereunto set my hand this lath day of,
December, 1996.

Incorporator:

Thomas C. Havens
Mayer, Brown & Platt
1675 Broadway
New York, New York 10019-5820

In the presence of:





                          State of Delaware

                  Office of the Secretary of State

                                             PAGE 1

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF

       DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND

       COPY OF THE CERTIFICATE OF AMENDMENT OF "ENTERGY POWER

INTERNATIONAL CORPORATION", CHANGING ITS NAME FROM "ENTERGY

POWER INTERNATIONAL CORPORATION" TO ENTERGY POWER ESEBA

CORPORATION", FILED IN THIS OFFICE ON THE THIRTEENTH DAY OF

MARCH A.D. 1997, AT 12:30 O'CLOCK P.M.









   _______________
Edward J. Freel, Secretary of
State

AUTHENTICATION:
      8372406

DATE:
        03-13-97




                      CERTIFICATE OF AMENDMENT
                                 OF
                    CERTIFICATE OF INCORPORATION

         ENTERGY POWER INTERNATIONAL CORPORATION, a

         corporation organized and existing under and by, virtue of
the

         Corporation Law of the State of Delaware,

         DOES HEARTY CERTIFY:

         FIRST:That the Board of Directors of said corporation, by
the unanimous written consent of its members, filed with the minutes
of the Board, adopted a resolution proposing and declaring advisable
the following amendment to the Certificate of Incorporation of said
corporation:

RESOLVED, that the Certificate of Incorporation of ENERGY POWER
INTBRNATIONAL CORPORATION be amended by changing Article 1. thereof
so that, as amended, said Article shall be and read as follows:

I. The name of the corporation is Entergy Power ESEBA Corporation.

SECOND:  That its lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment
in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.

IN WITNESS WHREOF, said ENERGY POWER INTERNTIONAL CORPORATION has
caused this certificate to be signed by Michael G. Thompson,  its
Senior Vice President this thirteenth day of March, 1997.

ENERGY POWER INTERNATIONAL CORPORATION


By: ___________________
      Michael G. Thomspon
Its: Senior Vice President





                          State of Delaware

                  Office of the Secretary of State

                                             PAGE 1

    I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE

    DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AN

    COPY OF THE CERTIFICATE OF AMENDMENT OF "ENTERGY POWE

    CORPORATION", CHANGING ITS NAME FROM "ENTERGY POWER E

    CORPORATION" TO "ENTERGY POWER GENERATION CORPORATION

    THIS OFFICE ON THE TWENTY-SECOND DAY OF AUGUST, A.D.

    12:30 O'CLOCK P.M.

   A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FOR

    THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING


Eclzoar(l J. Freel, Secretary of State

AUTHENTICATION:
               8620212

DATE:

                 08-22-97



                      CERTIFICATE OF AMENDMENT
                                 OF
                    CERTIFICATE OF INCORPORATION
                                 OF
                   ENTERGY POWER ESEBA CORPORATION

          ENTERGY POWER ESEBA CORPORATION, a corporation organized
and existing under the General Corporation Law of the State of
Delaware (the"Corporation"),

         DOES HEREBY CERTIFY:

     FIRST: The Amendment to the Corporation's Certificate of
Incorporation set forth in the following resolution was approved
Corporation's Board of Directors, consented to in writing thereon
pursuant to Section 228 of the General Corporation Law of the State
of Delaware and was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware:

RESOLVED, that the Certificate of Incorporation of ENTERGY POWER
ESEBA CORPORATION be amended (the "Amendment") by deleting Article I
in its entirety and replacing it by the following Article I:

''ARTICLE: I. The name of the corporation is Entergy Power Generation
Corporation."

SECOND: That in lieu of a meeting and vote of stockholders, amendment
has been consented to in writing by the Corporation stockholders in
accordance with the provisions of Section 228 of General Corporation
Law of the State of Delaware.

IN WITNESS WHEREOF, said Corporation has caused this certificate to
be signed by Barry A. Weiss, its Assistant Secretary this 21st day of
August, 1997.


ENTERGY POWER ESEBA CORPORATION


By:

Barry A. Weiss
Its: Assistant Secretary




                          State of Delaware

                  Office of the Secretary of State

                                             PAGE 1

    I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE

    DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND

    CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "ENTERGY

    POWER GENERATION CORPORATION", FILED IN THIS OFFICE ON THE

    TWENTY-SECOND DAY OF MARCH, A.D. AT 5:30 O'CLOCK P.M.

   A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO

    THE NEW CASTLE COUNTY RECORDER OF DEEDS.


Harriet Smith Windsor,  Secretary of State

AUTHENTICATION:
               1042009

DATE:

                 03-23-01




                      CERTIFICATE OF AMENDMENT
                                 OF
                    CERTIFICATE OF INCORPORATION
                                 OF
                ENTERGY POWER GENERATION CORPORATION


          ENTERGY POWER GENERATION CORPORATION, a corporation
organized and existing under and by virtue of the General Corporation
Law of the State of Delaware,

          DOES HEREBY CERTIFY:

          FIRST:  That the Board of Directors of said Corporation, by
unanimous written consent of its members, filed with the minutes of
the Board, adopted a resolution proposing and declaring advisable the
following amendment to the Certificate of Incorporation of said
Corporation:

          RESOLVED:  That the Certificate of Incorporation of ENTERGY
POWER GENERATION CORPORATION be amended by changing Article Fourth
thereof so that, as amended, said Article shall read in its entirety
as follows:

          "FOURTH:  The total number of shares which the Corporation
shall have authority to issue is three thousand (3,000) shares of
common stock, of which one thousand five hundred (1,500) shares shall
be Class A Common Stock, no par value ("Class A Common Stock"), and
one thousand five hundred (1,500) shares shall be Class B Common
Stock, no par value ("Class B Common Stock").

          (1)  Rights of Class A Common Stock and Class B Common
Stock.

          (a)  Each share of Class A Common Stock shall be deemed to
include and shall have all of the rights, preferences, privileges and
immunities of the previously authorized Common Stock, par value $.10
per share, of the Corporation, and have the right to cast one vote
for each share on all matters upon which stockholders are entitled to
vote.  Except as otherwise set forth herein or as expressly provided
by law, each share of Class B Common Stock shall have only those
rights, preferences, privileges and immunities as determined by
resolution of the Board of Directors of the Corporation; provided,
that none of said shares shall possess the right to vote on matters
submitted to stockholders, unless (and then only to the extent)
otherwise expressly provided by law.

          (b)  The holders of Class A Common Stock and Class B Common
Stock shall be entitled to such dividends or other distributions as
the Board of Directors shall determine in its discretion, and nothing
contained herein shall be deemed to require that a dividend or
distribution that is to be made to the holders of either the Class A
Common Stock or Class B Common Stock share require that a like and
simultaneous dividend or distribution be made both to the holders of
the Class A Common Stock and to the holders of the Class B Common
Stock.

          (c)  If the Corporation in any manner subdivides or
combines the outstanding shares of one series of common stock, the
outstanding shares of the other series of common stock will be
proportionately subdivided or combined.

          (d)  In the event that the Class B Common Stock shall be
entitled to vote as a class with respect to any action under the
provisions of the General Corporation Law of the State of Delaware,
the vote or concurrence of the holders of a majority of the
outstanding shares of Class B Common Stock shall be required for
approval of such action.  In the event that the Class A Common Stock
and the Class B Common Stock shall be entitled to vote together as a
single class with respect to any action under the provisions of the
General Corporation Law of the State of Delaware, the vote or
concurrence of the holders of a majority of the aggregate outstanding
shares of Class A Common Stock and Class B Common Stock shall be
required for approval of such action.

          (2)  Conversion of Class B Common Stock Shares.

          (a)  Subject to and upon compliance with the provisions of
this Paragraph (2), (i) each record holder of Class B Common Stock
shall be entitled at any time and from time to time to convert any or
all of the shares of Class B Common Stock held by it into the same
number of shares of Class A Common Stock and (ii) the Board of
Directors may by resolution convert all of the issued and outstanding
shares of Class B Common Stock into the same number of shares of
Class A Common Stock.

          (b)  Each conversion of shares of Class B Common Stock into
shares of Class A Common Stock will be effected by the surrender of
the certificates representing the shares to be converted at the
principal office of the Corporation at any time during normal
business hours.  Such conversion will be deemed to have been effected
as of the close of business on the date on which such certificate or
certificates have been surrendered, and at such time the rights of
the holder of the converted Class B Common Stock (or specified
portion thereof) as such holder will cease and the person or persons
in whose name or names the certificate or certificates for shares of
Class A Common Stock are to be issued upon such conversion will be
deemed to have become the holder or holders of record of the shares
of Class A Common Stock represented thereby.  Promptly after such
surrender, the Corporation will issue and deliver (i) the certificate
or certificates for the Class A Common Stock issuable upon such
conversion and (ii) if necessary, a certificate representing any
Class B Common Stock which was represented by the certificate or
certificates delivered to the Corporation in connection with such
conversion but which was not converted.

          (c)  The Corporation shall at all times reserve and keep
available, out of its authorized but unissued capital stock, solely
for the purpose of effecting the conversion of the shares of Class B
Common Stock, a full number of shares of Class A Common Stock then
issuable upon the conversion of all outstanding shares of Class B
Common Stock.  Upon the conversion of the shares of Class B Common
Stock into shares of Class A Common Stock, such shares of Class B
Common Stock shall be retired and shall not be reissued.  Promptly
after the retirement of all of the shares of Class B Common Stock,
the Corporation shall execute, acknowledge and file a certificate
with the Secretary of State of the State of Delaware to such effect,
and thereafter, upon such certificate being declared effective, the
Certificate of Incorporation shall be further amended without further
action to eliminate all reference to the Class B Common Stock.

          (3)  Redemption of Class B Common Stock.

          The Board of Directors may at any time, with or without
notice to the holders of the Class B Common Stock, redeem all or any
portion of the outstanding shares of Class B Common Stock at a
redemption price per share not less than the price per share of the
Class B Common Stock so redeemed.

          (4)  Change of Existing Common Stock.

          Effective as of October 26, 2000, all of the issued and
outstanding shares of the existing Common Stock of the Corporation,
par value $.10 per share, shall be changed and converted into one (1)
share of Class A Common Stock, having the terms specified in this
Article Fourth.

          SECOND:  That in lieu of a meeting and vote of
shareholders, the shareholders have given unanimous written consent
to said amendment in accordance with the provisions of Sections 242
and 228 of the General Corporation Law of the State of Delaware.

          THIRD:  That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Sections 242 and 228 of
the General Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, said ENTERGY POWER GENERATION
CORPORATION has caused this Certificate to be signed by Michael P.
Childers, its Vice President, and attested to by Michael G. Thompson,
its Secretary, effective the 26th day of October, 2000.


                         ENTERGY POWER GENERATION CORPORATION



                         By:
                              Michael P. Childers, Vice President

ATTEST:

By:
     Michael G. Thompson, Secretary