8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date earliest event reported) January 26, 2005

Commission File Number	Registrant, State of Incorporation, Address 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

Item 1.01. Entry into a Material Definitive Agreement.

Entergy Corporation

Entergy Corporation ("Entergy," or, the "Company") maintains the Amended and Restated 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries ("EOP"), a shareholder-approved equity compensation plan. From time to time, Entergy grants options to purchase common stock ("Stock Options"), performance units denominated as phantom shares of Entergy common stock as part of its long term incentive program ("Performance Units"), and other equity-based compensation under the EOP. When making grants of Stock Options and Performance Units to executive officers, directors, and other eligible participants under the EOP, the Company delivers grant letters to these participants.

A form of the grant letter used in connection with the grant of Stock Options under the EOP is attached as Exhibit 99.1 hereto. It provides for a ten year option term, vesting in equal increments over a three year period, termination of unvested options upon termination of employment, allows for exercise using a variety of methods, such as cash purchase, cashless-cash, and stock-for-stock, and contains a requirement that executives retain 75% of their after tax net profit from option exercises for a period of five years.

A form of grant letter used in connection with the grant of Performance Units under the EOP is attached as Exhibit 99.2. It allows for participation in the program for certain officers, provides performance criteria based on comparative measures of total shareholder return, describes levels of payment related to the Company's performance as measured by the stated criteria, and describes alternatives for payment or deferral at the end of the performance period.

Item 9.01. Financial Statements, Pro Forma Financial Statements and Exhibits

(c) Exhibits.

Exhibit No.	Description
99.1	Entergy Corporation Form of Stock Option Grant Letter
99.2	Entergy Corporation Form of Long Term Incentive Plan Performance Unit Grant Letter

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Entergy Corporation

By: /s/ Nathan E. Langston
Nathan E. Langston
Senior Vice President and
Chief Accounting Officer


Dated: January 26, 2005

EX-99

Exhibit 99.1

Confidential
Interoffice
Correspondence

Date: __/__/2005

To:

From:

Subject: 2005 Stock Option Agreement - Under the 1998 Equity Ownership Plan of
                                                                        Entergy Corporation and Subsidiaries
                                                                        (As Amended and Restated for Grants
                                                                        and Elections After February 13, 2003)

I am pleased to inform you on behalf of Entergy Corporation (the "Company") that the Personnel Committee of the Entergy Corporation Board of Directors ("Committee") has agreed to grant you, pursuant to the 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries (As Amended and Restated for Grants and Elections After February 13, 2003), (the "Plan"), a nonstatutory stock option (the "Option") to purchase ____ shares of Entergy Corporation common stock (the "Common Stock") at a price of $_______ per share (the "Exercise Price"), subject to the following terms and conditions:

                    1.     Effective Date of Option Grant. This Option grant by the Company is effective _________, 2005 ("Date of Grant"), unless you file a written objection in accordance with Section 7 below.

                    2.     Option Term. The term of the Option (the "Option Term") shall commence on the Date of Grant and, unless the Option is previously terminated pursuant to this Agreement, shall terminate upon the expiration of ten years from the Date of Grant. Upon expiration of the Option Term, all of your rights under this Agreement with respect to the Option shall terminate.

                    3.     Vesting of Option. The Option shall vest and become exercisable at the rate of 33-1/3% on each of the first three (3) anniversaries of the Date of Grant unless otherwise provided in Section 5. Further, you must be an employee of a System Company (as defined in the Plan) on an applicable anniversary date in order to vest in the Options that are scheduled to become vested on such anniversary date unless otherwise provided in Section 5.

4.     Exercise of Option.

                            (a)     Method of Exercise. You may exercise a vested Option by one of the methods approved by the Personnel Committee in connection with the grant to you of such Option. You can determine the permissible methods of exercise: (i) by contacting Mellon Shareholder Services at 1 (877) ETR-6299, (ii) via the Company's intranet by clicking on the "my Services" tab at the top of the Entergy Net home page and selecting "Stock Options (Mellon)" from the Employee Benefits section, or (iii) via the Internet address www.melloninvestor.com and then clicking on "Employee Service Direct" on the left-hand side of the page. You shall be required to choose from one of the payment methods made available by the Committee for exercising Options, which method shall also provide for the payment by you of all a pplicable income tax and employment tax amounts required to be withheld in connection with such exercise.

                        (b)     Limitation on Exercise. The following Limitation applies to System Management Level 1-4 (i.e., System Officers) Participants ONLY. Notwithstanding anything to the contrary in Section 4(a) above or in the general description of exercise alternatives, (i) you must retain at least 75% of your After-tax Net Profit in Company stock until the earlier of termination of full-time employment within the System or 60 months from the date on which you exercise the Option, and (ii) you will not have the ability to "reload" the Option under the stock for stock exercise method, as was the case for options granted on or before January 1, 2003.

5.     Termination of Option. If your System employment should terminate for whatever reason prior to the expiration of ten years from the Date of Grant, the Option shall terminate on the date on which your full-time System employment terminates; provided, however, that you, or your heirs (in the event of your death) shall have the following period of time ("Remaining Exercise Period") to exercise any Options that are vested at the time your full-time System employment terminates:

                        (a)     If you die while actively employed with a System Company, the Remaining Exercise Period shall end on the earlier of the date 10 years following the Date of Grant or the date 3 years following the date of your death.

                        (b)     If you Retire (as defined below) from System Company employment or become Disabled (as defined below), all Options shall immediately vest and the Remaining Exercise Period shall end on the date 10 years following the Date of Grant.

                        (c)     If you terminate System employment for any other reason not set forth in Sections 5(a) and (b) above, the Remaining Exercise Period shall end on the earlier of the date 10 years following the Date of Grant or the date 90 days following your last date of employment; provided, however, that Section 6, instead of this Section 5(d), shall apply (i) in the event you are a System Management Participant (as defined in the Plan) and experience a Qualifying Event (as defined in the Plan) or (ii) if your Remaining Exercise Period is extended pursuant to a written and executed agreement with a System Company.

                        (d)     If you enter into an approved Leave of Absence from a System Company (whether paid or unpaid) except for Disability (as defined below), your unvested options will continue to vest during the leave period upon the anniversary of the Date of Grant. Also during leave, the Remaining Exercise Period for all vested options shall end on the date 10 years following the Date of Grant or the date 90 days following your termination whichever occurs first.

                    6.     Qualifying Event or Special Agreement. Notwithstanding Section 5(d) to the contrary, (a) if you are a System Management Participant (as defined in the Plan) and your employment with all System Companies is terminated due to a Qualifying Event (as defined in the Plan), all Options shall immediately vest; and (b) if you are party to a written, executed agreement with a System Company, such agreement may provide that, upon the occurrence of certain events, all Options shall immediately vest and the Remaining Exercise Period shall end on a date no later than 10 years following the Date of Grant, which provision shall govern your right to exercise the Options.

                    7.     Objection to Option Grant. If for any reason you do not wish to receive this Option grant, you must file a written objection with the HR Service Center on or before ___________, 2005. If you do not file a written objection with the HR Service Center by such date, you shall be deemed to have accepted this Option grant, effective _______, 2005, subject to all of the terms and conditions set forth in this Agreement.

                    8.     Option Nontransferable. This Option may not be sold, exchanged, pledged, transferred, assigned, or otherwise encumbered, hypothecated or disposed of by you (or your beneficiary) other than by (a) will or laws of descent and distribution, (b) a qualified domestic relations order (as defined by the Internal Revenue Code), or (c) transfer to family members or charities.

                    9.     Governing Law. This Agreement shall be governed by and construed according to the laws of the State of Louisiana without regard to its principles of conflict of laws.

                    10.     Incorporation of Plan. The applicable Plan is hereby incorporated by reference and made a part hereof, and the Option and this Agreement shall be subject to all terms and conditions of the Plan (including but not limited to Sections 3, 9, and 10 and, if applicable, Section 11 thereof), a copy of which can be found at the Direct Compensation section of the Total Rewards Homepage (accessible by copying the following link to your browser: hra.entergy.com/default.aspx?pagename=trcompensation). Any capitalized term which is not defined in this Agreement shall have the meaning set forth in the Plan.

                    11.     Amendments. This Agreement may be amended or modified at any time only by an instrument in writing signed by the parties hereto. The Plan may be amended, modified or terminated only in accordance with its terms.

                    12.     Rights as a Shareholder. Neither you nor any of your successors in interest shall have any rights as a stockholder of the Company with respect to any shares of Common Stock subject to the Option until the date of issuance of a stock certificate for such shares of Common Stock.

                    13.     Agreement Not a Contract of Employment. Neither the Plan, the granting of the Option, this Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that you have a right to continue as an employee of any System Company for any period of time or at any specific rate of compensation.

                    14.     Authority of the Committee. The Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.

                    15.    Definitions. The following words shall have the respective meanings
                             under the Agreement as hereinafter set forth.

1. "After Tax Net Profit" equals the total dollar value of the shares that you elect to exercise under this Option at the time of exercise, minus the total of (i) the Exercise Price for these shares, and (ii) the amount of all applicable federal, state and local income tax, employment tax and other similar fees that must be withheld in connection with the exercise.
    
2. "Disabled" shall mean due to illness or accident, you are unable to work and are receiving benefits under a Company-sponsored long-term disability plan or, if applicable, the meaning set forth in a written, executed agreement between you and a System Company relative to the exercise period applicable to the grant of Options under the Plan.
    
3. "Retire" and "Retirement" shall mean you retire directly from the service of a System Company (i) with ten or more years of service in cases where you immediately thereafter commence early retirement income benefits under the terms of a Company-sponsored qualified defined benefit pension plan, or (ii) in caseswhere you immediately thereafter commence normal or delayed retirement income benefits under such pension plan.

EX-99

 

                                                                             Confidential

Exhibit 99.2

Date: __/__/05

To:

From:

Subject:                                                                                                   2005-2007 Performance Unit
                                                                                                                Agreement - -Under the 1998
                                                                                                                Equity Ownership Plan of Entergy
                                                                                                                Corporation and Subsidiaries (As
                                                                                                                Amended and Restated Effective
                                                                                                                for Grants and Elections After
                                                                                                                February 13, 2003)

            I am pleased to inform you on behalf of Entergy Corporation (the "Company") that pursuant to the 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries (As Amended and Restated Effective for Grants and Elections After February 13, 2003)(the "Plan"), you are eligible at Target (as defined below) to receive ____ performance units (the "Performance Units") for the performance period commencing January 1, 2005 and ending December 31, 2007 (the "Performance Period"), subject to the following terms and conditions:

1.         Effective Date of Agreement: Unless you file a written objection in accordance with Section 8 below, this Performance Units Agreement is effective the later of: (a) January 1, 2005, or (b) the first day of the month following your employment commencement date with a System Company (as defined in the Plan) at a System Management Level making you eligible to participate in the Plan's 2005-2007 Performance Unit Program ("2005-2007 LTIP"), or (c) the first day of the month following your promotion to a System Management Level making you eligible to participate in the 2005-2007 LTIP. Notwithstanding the foregoing and in addition to any other eligibility requirements set forth herein, to be eligible to participate in the 2005-2007 LTIP and, therefore, to be eligible for any Performance Units awarded pursuant to the 2005-2007 LTIP, the date set forth in this Section 1(b) or (c) above, if applicable, must occur no later than January 1, 200 7.

2.         Achievement Levels: The Personnel Committee of the Board of Directors (the "Committee") shall determine the achievement level attained by the Company for the Performance Period (the "Achievement Level"). The Achievement Level shall be determined by comparing the Company's "total shareholder return" for the Performance Period to that of the peer group companies comprising the S&P Electric Utilities Index. For this purpose, "total shareholder return" includes the following:

• the difference between the market price of the Company's Common Stock at the beginning and the end of the Performance Period,
• the dividends received during the Performance Period, and
• the investment return on dividends received during the Performance Period, as if those dividends were reinvested in the Company's Common Stock.

The possible Achievement Levels for the Performance Period shall be as follows:

• "No Payment" - less than the total return for the bottom of the 3^rd quartile of the peer group ;
• "Minimum" - equal to the total return for the bottom of the 3^rd quartile of the peer group ;
• "Target" - equal to the total return for the bottom of the 2^nd quartile of the peer group ; and
• "Maximum" - equal to the total return for the bottom of the top quartile of the peer group .

Achievement levels between Minimum and Target and between Target and Maximum will be interpolated.

3.         Performance Units Earned: The actual number of Performance Units awarded to you under this Agreement, if any, shall be calculated by the Committee at the end of the Performance Period and shall be based on the Company's attained Achievement Level for the Performance Period. If you remain a full-time employee of a System Company (as defined in the Plan) for the remainder of the Performance Period and at your current System Management Level, you will earn Performance Units as follows:

"No Payment" Achievement Level --	-0-	Performance Units
"Minimum" Achievement Level --		Performance Units
"Target" Achievement Level --		Performance Units
"Maximum" Achievement Level --		Performance Units

For Achievement Levels between Minimum and Target and between Target and Maximum, Performance Unit awards will be interpolated.

Except as otherwise provided under this Agreement, you must be a full-time employee of a System Company at the end of the Performance Period in order to earn the Performance Units. For purposes of this Agreement, you will continue to be treated as a full-time employee of a System Company while you are on an approved leave of absence, including a bridge to retirement. If you die, Retire, or become Disabled during the Performance Period, you (or your heirs) will earn a prorated portion of the applicable Achievement Level of Performance Units, based on your full months of full-time employment at an eligible System Management Level during the Performance Period.

Please also note that, while you are only required to remain employed through December 31, 2007, you are not entitled to receipt of and do not vest in any Performance Units and/or any dividends that have accrued on those units unless and until the Personnel Committee has certified the Achievement Level after the close of the Performance Period.

If you remain at an eligible System Management Level, but your System Management Level changes during the Performance Period, the number of Performance Units, if any, awarded to you will be prorated to reflect the number of full months you earned Performance Units at each System Management Level. If your promotion or demotion to a new System Management Level is effective on a date other than the first day of a calendar month, the number of Performance Units, if any, awarded to you with respect to the transition month will be calculated (i.e. prorated) based on your prior System Management Level. If you are demoted below an eligible System Management Level during the Performance Period, but remain employed by a System Company for the duration of the Performance Period, the number of Performance Units, if any, awarded to you will be prorated to reflect the number of full months you earned Performance Units at an eligible System Management Level.

Notwithstanding the foregoing provisions of this Section 3 to the contrary, Section 4, instead of this Section 3, shall apply (a) if you are a System Management Participant (as defined in the Plan) and experience a Qualifying Event (as defined in the Plan), or (b) if the award and vesting of Performance Units at a specified Achievement Level is accelerated pursuant to a written and executed agreement with a System Company.

4.         Accelerated Vesting of Performance Units: Notwithstanding Section 3 to the contrary, (a) if you are a System Management Participant (as defined in the Plan) whose System employment is terminated due to a Qualifying Event (as defined in the Plan), you shall be deemed to have earned (and therefore shall immediately vest in) the "Target" Achievement Level Performance Units set forth above, plus Dividend Equivalents (as defined below) through such date; or (b) if you are party to a written, executed agreement with a System Company, such agreement may provide that, upon the occurrence of certain events, you shall be deemed to have earned (and therefore shall immediately vest in) Performance Units at one of the Achievement Level Performance Units set forth above (as specified in such written, executed agreement), plus Dividend Equivalents (as defined below) through such date, which provision shall govern your rights regarding the Performan ce Units.

5.         Dividend Equivalents: If you are awarded Performance Units pursuant to this Agreement, you will also be awarded the accumulated cash dividend equivalents attributable to such awarded Performance Units. The cash dividend equivalents with respect to each awarded Performance Unit will be equal to all dividends paid with respect to a share of Common Stock between the beginning of the Performance Period and the end of the Performance Period, or the deferred payment date described in Section 6(b), if applicable ("Dividend Equivalents").

6.         Payment of Performance Units:

            (a) Except as otherwise elected by you pursuant to Section 6(b) of this Agreement, as soon as reasonably practicable following the date on which the Committee determines the number of Performance Units, if any, to be awarded to you under this Agreement, the Company shall pay to you a cash amount equal to the sum of (i) the Fair Market Value of a share of Common Stock on the last day of the Performance Period, multiplied by the number of Performance Units which vested on such date, and (ii) the Dividend Equivalents amount payable with respect to such awarded Performance Units, less all applicable income tax and employment tax amounts required to be withheld in connection with such payment.

            (b) The Committee has made available to you the ability to defer gain associated with any awarded Performance Units and Dividend Equivalents, provided you make a timely deferral election in accordance with the terms and conditions of the Plan or the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries ("EDCP"). If you timely elect a deferred payment date, all Performance Units and Dividend Equivalents (less any FICA and Medicare taxes due on such award) will be reinvested in accordance with the Plan or the EDCP, as applicable, and your instruction. If you timely elect a deferred payment date, then as of such deferred payment date, the Company shall pay to you a cash amount equal to the Fair Market Value of your account less all applicable income tax and employment tax amounts required to be withheld in connection with such payment.

7.         Termination of Performance Units: Except as otherwise provided herein, the Performance Units (and any Dividend Equivalents) shall terminate on the date on which your full-time System employment terminates.

8.         Objection to Performance Units: If for any reason you do not wish to be eligible for the Performance Units that may be granted pursuant to this Agreement, you must file a written objection with the HR Service Center on or before June 9, 2005. If you do not file a written objection with the HR Service Center by such date, you shall be deemed to have accepted this Agreement as of the applicable effective date set forth in Section 1 above, subject to all terms and conditions.

9.         Performance Units Nontransferable: Performance Units awarded pursuant to this Agreement may not be sold, exchanged, pledged, transferred, assigned, or otherwise encumbered, hypothecated or disposed of by you (or your beneficiary) other than by will or laws of descent and distribution.

10.         Governing Law: This Agreement shall be governed by and construed according to the laws of the State of Louisiana without regard to its principles of conflict of laws.

11.         Incorporation of Plan: The Plan is hereby incorporated by reference and made a part hereof, and the Performance Units, Dividend Equivalents and this Agreement shall be subject to all terms and conditions of the Plan (including but not limited to Sections 3, 7, 9, 10 and, if applicable, Section 11 thereof), a copy of which is posted on the Company's intranet under the Compensation icon on the Human Resources & Administration Home page. Any capitalized term which is not defined in this Agreement shall have the meaning set forth in the Plan.

12.         Amendments: This Agreement may be amended or modified at any time only by an instrument in writing signed by the parties hereto. The Plan may be amended, modified or terminated only in accordance with its terms.

13.         Rights as a Shareholder: Neither you nor any of your successors in interest shall have any rights as a stockholder of the Company with respect to any Performance Unit or Dividend Equivalents.

14.         Agreement Not a Contract of Employment: Neither the Plan, the granting of the Performance Units and/or Dividend Equivalents, this Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that you have a right to continue as an employee of any System Company for any period of time or at any specific rate of compensation.

15.         Authority of the Committee: The Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.

16.         Definitions: The following words shall have the respective meanings under the Agreement as hereinafter set forth. (a) "Disabled" shall mean due to illness or accident, you are unable to work and are receiving benefits under a Company-sponsored long-term disability plan. (b) "Retire" shall mean you retire directly from the service of a System Company (i) after attaining early retirement age with ten or more years of service in cases where you immediately thereafter commence early retirement income benefits under the terms of a Company-sponsored qualified defined benefit pension plan, or (ii) in caseswhere you immediately thereafter commence normal or delayed retirement income benefits under such pension plan.