35-CERT

                    UNITED STATES OF AMERICA
                                
          BEFORE THE SECURITIES AND EXCHANGE COMMISSION
                                
                        WASHINGTON, D.C.
                                


* * * * * * * * * * * * * * * * *
In the Matter of                *
                                *
ENTERGY CORPORATION             *         CERTIFICATE
ENTERGY ENTERPRISES, INC.       *         PURSUANT TO RULE 24
                                *
File No. 70-7851                *
File No. 70-8002                *
File No. 70-8010                *
File No. 70-8105                *
                                *
(Public Utility Holding Company *
Act of 1935)                    *
* * * * * * * * * * * * * * * * *


     Pursuant to Rule 24 promulgated by the Securities and

Exchange Commission (SEC) under the Public Utility Holding

Company Act of 1935, as amended (Act), modified by the

application(s) - declaration(s), as amended, in the above

referenced files and the related orders dated July 25, 1991,

December 14, 1992(2), December 28, 1992, July 8, 1993, and June

30, 1995, respectively, this is to certify that the following

transactions were carried out during the three (3) months ended

June 30, 1995 by Entergy Enterprises, Inc. (formerly Electec,

Inc.) pursuant to the authorization of the SEC.

Programs Authorized

     Pursuant to the Orders, Entergy Enterprises, Inc.

(Enterprises) is authorized to (a) conduct preliminary

development activities with respect to various investment

opportunities for the Entergy System,  (b) market to non-

associates the System's expertise and capabilities in energy-

related areas, including the expertise of Entergy Power, Inc.

(EPI) gained from its bulk power business, (c) market to non-

associates intellectual property developed by System companies,

(d) provide various consulting, management, administrative and

support services to associate companies, excluding certain

associate companies (Excluded Companies), (e) provide directly,

or indirectly through one or more special purpose subsidiary

companies of Entergy or Enterprises, various operations and

maintenance services to non-associate or associate companies

(other than Excluded Companies), and (f) develop and field test a

proposed telecommunications system for advanced energy management

and other utility applications.


_______________________________
  The Excluded Companies are Entergy's retail operating
companies (Arkansas Power & Light Company, Louisiana Power &
Light Company, Mississippi Power & Light Company, New Orleans
Public Service Inc. and Gulf States Utilities Company), System
Energy Resources, Inc. System Fuels, Inc., Entergy Operations,
Inc., Entergy Services, Inc., and any other subsidiaries that
Entergy may create whose activities and operations are primarily
related to the domestic sale of electric energy at retail or at
wholesale to affiliates or the provision of goods or services
thereto.


     

     During the quarter, Enterprises participated in the

following:

I.  Preliminary Development Activities

     Enterprises has been engaged in preliminary development

activities relating to investigating sites, research, contract

drafting and negotiations, acquiring options or rights,

partnership selection and other activities necessary to identify

and analyze investment opportunities for Entergy Corporation

(Entergy).  These development activities include domestic and

international opportunities.

     During the quarter, Enterprises expended $1,307,064 for

preliminary development activities associated with potential

investments that would qualify as "exempt wholesale generators"

under Section 32(a) of the Act.  In addition, Enterprises

expended $275,740 for preliminary development activities

associated with potential investments that would qualify as

"foreign utility companies" under Section 33 of the Act.

Enterprises also expended $665,640 for preliminary development

activities associated with potential investments that would

qualify as "nonutility business."  Finally, Enterprises expended

$771,078 and $164,118 for preliminary development activities

associated with demand side management activities and non-exempt

domestic wholesale generating and transmission facilities,

respectively.

II.  Management Services Provided to Associate Companies

     Enterprises provided certain management and support services

to its associate companies, EPI, Entergy S.A., Entergy Argentina

S.A., Entergy Systems and Service, Inc. (Entergy SASI), Entergy

Power Development Corporation (EPDC), and Entergy Pakistan, Ltd.

(EPL).  Enterprises charged these companies for costs incurred

plus an indirect loading based upon current month EEI

administrative charges.  In regard to EPI ($210,000.22), these

services included marketing of EPI capacity and energy to other

utilities at wholesale, preparation of contracts and regulatory

filings, oversight of plant operations and maintenance by plant

operators, and procurement of transmission services.  In regard

to Entergy S.A.($28,643.90), Entergy Argentina S.A. ($68,212.46),

Entergy SASI ($46,337.98), EPDC ($3,844,915.29),and EPL

($85,445.30), these services were related to management oversight

and project development.

III.  Consulting Activities with Non-Associate Companies

     Enterprises, under contract with Louisiana Hydroelectric

Ltd. Partnership, continues to provide an array of technical

services/support for a hydro electric transmission line project.

Certain Entergy Services, Inc. personnel are providing the

services.  The Louisiana Hydroelectric Ltd. Partnership was

charged $11,000 for services rendered during this quarter.

IV.  First Pacific Networks, Inc. Transactions

     A.  Description of Progress in Development and Testing of

CCLM/AFS

     During the second quarter of 1995, Enterprises and First

Pacific Networks, Inc. ("FPN") continued their efforts in the

development, modification and testing of FPN's PX System in order

to create a Customer Controlled Load Management/Automatic

Feedback System ("CCLM/AFS" or the "System") for advanced energy

management applications.   During this period, testing of

CCLM/AFS continued to reveal problems which, in Enterprises'

opinion, adversely affect the reliability of the System.    In

light of this,  on May 24, 1995, Enterprises and FPN entered into

an amendment to the Product License Agreement (as so amended, the

"Second Amended Agreement")  terminating the parties' joint

effort to complete the development of CCLM/AFS.

Notwithstanding the Second Amended Agreement, FPN may  proceed

independently with the development of the System.

Additionally, FPN will continue to provide support for System

testing through September, 1995.   Pursuant to the Second Amended

Agreement,  Enterprises' exclusive license to make, use and

market CCLM/AFS within the  territorial limits of the Entergy

Electric System ("Entergy System") is retained and expanded (as

provided below).   Enterprises also retains, in modified form, a

right to share in revenues derived from the marketing of

CCLM/AFS outside the Entergy System.   In general, the Second

Amended Agreement modifies the Product License Agreement, as

previously amended, in the following respects:



     (1)  Modification of Enterprises' License Rights



          (a)    Enterprises agrees not to exercise its license

          rights pertaining to the marketing of CCLM/AFS outside

          the Entergy System unless FPN fails (i) to actively

          market CCLM/AFS products for a period of one year or

          (ii) becomes the subject of bankruptcy proceedings.

     

          (b)    The following license rights of Enterprises will

          expire fourteen (14) months following  Enterprises'

          receipt from FPN of the sum of  $7 million (i.e. the

          balance of $9 million agreed to be paid by FPN pursuant

          to the Amended Agreement): (i) certain rights to

          preferential pricing for purchase of CCLM/AFS

          components, and maintenance services related thereto,

          for use or marketing within the Entergy System

          (subject to Enterprises'  retained right to purchase

          Products and services from FPN on terms no less

          favorable than those made available to any other party

          for similar transactions); and (ii) Enterprises' right

          to market CCLM/AFS to Qualifying Utilities outside the

          Entergy System.

     

           (c)    Enterprises license rights are expanded by

          granting Enterprises an exclusive license to

          sublicense, sell, lease or otherwise provide CCLM/AFS

          to non-affiliated entities whose principal business is

          the electric, gas or water utility business

          ("Qualifying Utilities")  within the Entergy System.

          Enterprises agrees to pay FPN 10% of any license or

          sublicense fees received from Qualifying Utilities for

          use of CCLM/AFS in the Entergy System.



     (2)  License Fees Paid by Enterprises and Other Payments
     Between the Parties


          In consideration of Enterprises' being discharged from

          any further obligations under the Agreement (including

          the $850,000 remaining balance of the $8.5 million

          License Fee that otherwise would have been required to

          be paid by Enterprises to FPN), pursuant to the Second

          Amended Agreement, Enterprises (a) has made payment to

          FPN of the sum of $520,000, and (b) agrees to pay FPN

          the additional sum of $100,000 for support  provided by

          FPN in connection with the Chenal Valley  testing of

          CCLM/AFS.    The parties further agree that the

          remaining $7 million, which FPN agreed under the

          Amended Agreement to pay Enterprises on March 15, 1998

          (assuming Enterprises had performed its obligations

          under the Amended Agreement) will now be paid by FPN

          without condition as follows:   $3,500,000 on March 15,

          1998 and $3,500,000 on March 15, 1999 (the "FPN

          Payments"); provided, however, that any royalty or

          license fee revenues received by Enterprises prior to

          March 15, 1999 will be credited against and reduce the

          amount of the FPN Payments otherwise payable to

          Enterprises.



          (3) Termination of Obligations Re:  Joint Development

of  CCLM/AFS

          The provisions of the Agreement providing for the joint

          development of CCLM/AFS have been deleted in their

          entirety, including Enterprises' commitment under the

          Amended Agreement to co-fund with FPN further

          development costs relating to CCLM/AFS up to a maximum

          of $1 million of development costs.   Accordingly,

          pursuant to the Second Amended Agreement,  there is no

          longer any schedule for the development of CCLM/AFS,

          and CCLM/AFS will not be subject to  acceptance by

          Enterprises.


     (4)  Sharing of Revenues from Licensing and Other Marketing
of CCLM/AFS to Qualifying Utilities Outside the Entergy
System
     

          Under the Amended Agreement, the parties agreed that

          all revenues from licenses or sublicenses of CCLM/AFS

          (including  intellectual property contained therein)

          would be divided equally.    Enterprises would also

          receive 5% of gross revenues derived from the sale,

          lease or other marketing of CCLM/AFS hardware

          components.   Under the Second Amended Agreement, the

          parties agree that, in lieu of the previous

          arrangement, Enterprises will be paid 10% of gross

          revenues received by FPN from licenses and sublicenses

          to Qualifying Utilities which will continue for a ten-

          year period following receipt by Enterprises of the FPN

          Payments.   Additionally, Enterprises will receive 2%

          of net receipts received by FPN from CCLM/AFS sales to

          Qualifying or Non-Qualifying Utilities until receipt of

          the FPN Payments and 1% of gross receipts received by

          FPN from sales/leases of CCLM/AFS hardware components

          for a period of ten years thereafter.

     

     (5)  Term and Termination

     The Second Amended Agreement provides that the term of

     Enterprises'  exclusive license (a) to make, use, sell,

     lease or otherwise provide  CCLM/AFS to customers and end

     users within the Entergy System, and (b) to sublicense,

     sell, lease or otherwise provide CCLM/AFS to Qualifying

     Utilities within the Entergy System, is perpetual.

     Enterprises' other license rights expire 14 months following

     receipt of the FPN Payments (as provided above).    Inasmuch

     as FPN has no further obligations to Enterprises with

     respect to the development and support of CCLM/AFS, the

     provisions of the Agreement providing for Enterprises' right

     to terminate the Agreement by reason of the default of FPN

     have been deleted in their entirety.



     Despite the termination of the joint development effort with

FPN, consistent with Enterprises' authorization to engage in

preliminary development activities, Enterprises is continuing to

investigate other products/technologies that can be used to

establish a low cost and reliable customer controlled load

management ("CCLM") system and is seeking to identify other

providers of technology that can assist in development of such a

system.   It is anticipated that FPN's future role in

Enterprises' CCLM system development effort may be limited to

supplying certain components.     Enterprises is preparing to

test a system that uses FPN equipment as a means of data

transport, with hardware/software for the evaluation and test

being provided by a number of other vendors and software being

developed by Entergy System personnel.

     B.   Costs and Revenues Re:  CCLM/AFS

     Total costs incurred by Enterprises in connection with the

development, field testing and marketing of CCLM/AFS during the

three month period ending June 30, 1995 were $771,078.

Enterprises has no information on costs incurred by FPN in

connection with the development and marketing of CCLM/AFS  during

this period.  Total costs incurred by FPN and billed for the

three month period ending June 30, 1995 with respect to the field

testing of CCLM/AFS were $592,425.



     C.   Future Reporting Re:  CCLM/AFS

     Inasmuch as Enterprises will no longer jointly develop

CCLM/AFS with FPN or provide development funding for  FPN,

Enterprises proposes to discontinue quarterly reports on the

joint development of CCLM/AFS with FPN following the report

covering the calendar quarter ending September 30, 1995.   Future

Rule 24 Certificates filed by Enterprises will report on any

revenues derived from sales and licenses of CCLM/AFS, and related

products and services, to non-affiliated companies,  as well as

costs incurred in connection  therewith, as required pursuant to

the Commission's orders dated July 25, 1991 (HCAR No. 25353) and

July 13, 1992 (HCAR No. 25580).

V.   Financing, Amortization and Financial Statements

     During the three months ended June 30, 1995:

     A.  Enterprises incurred amortization expenses relating to

the FPN license in the amount of $156,517 and to the organization

of Entergy SASI in the amount of $6,307.

     B.  Enterprises' unaudited unconsolidated Balance Sheet and

unconsolidated Income Statement for the three month period ended

June 30, 1995 are included as Exhibit 1.




     IN WITNESS WHEREOF, the undersigned companies have caused

this certificate to be executed on this 15th day of August, 1995.



ENTERGY CORPORATION





By:   /s/ Gerald D. McInvale
     Gerald D. McInvale
     Executive Vice President and
     Chief Financial Officer


ENTERGY ENTERPRISES, INC.




By:  /s/ Terry L. Ogletree
     Terry L. Ogletree
     Executive Vice President

EX-99

ENTERGY ENTERPRISES, INC.
UNCONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1995
(UNAUDITED)


                       ASSETS

 PROPERTY
 Furniture and Equipment                           $      1,006,775.36
 Intangible Assets                                           63,071.28
                                                   -------------------
      Total Property                                      1,069,846.64
                                                   -------------------

 INVESTMENTS
 Investment in FPN                                        4,716,896.25
 Investment in Entergy SASI, Inc.                       138,500,000.00
 Earnings from Entergy SASI, Inc.                       (26,837,883.77)
 Special Deposits                                            30,000.00
                                                   -------------------
                                                        116,409,012.48
                                                   -------------------
 CURRENT & ACCRUED ASSETS
 Cash                                                       660,873.57
 Working Funds/Travel Advances                               68,798.59
 Temporary Cash Investments                                 999,091.67
 Accounts Receivable                                         43,000.32
 Accounts Receivable - Associated Companies              12,326,290.79
 Accrued Interest                                               151.39
                                                   -------------------
      Total Current and Accrued Assets                   14,098,206.33
                                                   -------------------
 DEFERRED DEBITS
 FPN License (Net of Amortization)                        1,930,376.70
 Accumulated Deferred Income Tax-Fed & State              4,978,623.75
 Miscellaneous Deferred Debits                             (421,136.73)
                                                   -------------------
      Total Deferred Debits                               6,487,863.72
                                                   -------------------
           Total Assets                            $    138,064,929.17
                                                   ===================

These are interim financial statements prepared without notes.



ENTERGY ENTERPRISES, INC.
UNCONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1995
(UNAUDITED)


                      CAPITAL

 Common Stock                                      $     54,400,000.00
 Miscellaneous Paid-in Capital                          125,000,000.00
 Retained Earnings                                      (41,363,680.93)
 Retained Earnings - Unrealized Holding Losses           (2,925,917.75)
                                                   -------------------
      Total Capital                                     135,110,401.32
                                                   -------------------
                    LIABILITIES

 CURRENT & ACCRUED LIABILITIES
 Accounts Payable                                           798,785.74
 Accounts Payable to Associated Companies                 1,011,442.05
 Taxes Accrued                                           (3,403,865.47)
 Tax Collections Payable                                    (25,623.43)
 Miscellaneous Current & Accrued Liabilities              1,388,047.73
                                                   -------------------
      Total Current & Accrued Liabilities                  (231,213.38)
                                                   -------------------
                  DEFERRED CREDITS

 Other Deferred Credits                                   3,185,741.23
                                                   -------------------
      Total Deferred Credits                              3,185,741.23
                                                   -------------------
      Total Liabilities                                   2,954,527.85
                                                   -------------------
           Total Capital & Liabilities             $    138,064,929.17
                                                   ===================

These are interim financial statements prepared without notes.



ENTERGY ENTERPRISES, INC.
UNCONSOLIDATED INCOME STATEMENT
SIX MONTHS ENDED JUNE 30, 1995
(UNAUDITED)


                      REVENUE

 Services Rendered Non-Associates                  $         97,973.99
 Services Rendered Associates                             6,984,358.34
 Equity in Earnings of Subsidiaries                     (10,590,936.54)
 Miscellaneous Income                                             0.00
                                                   -------------------
 Interest Income                                            104,373.35
                                                   -------------------
      Total Revenue                                      (3,404,230.86)
                                                   -------------------
                      EXPENSES

 Salaries, Wages and Benefits                             4,928,240.98
 Outside Services                                         2,369,412.58
 Rent                                                       554,140.76
 Administrative and General                               1,668,076.59
 Insurance                                                   42,000.30
 Directors' Fees and Expenses                                13,937.00
                                                   -------------------
      Total Administrative and General Expense            9,575,808.21

 Taxes Other Than Income                                     11,756.32
 Depreciation and Amortization                              230,262.20
 Amortization of SASI Organization Costs                     12,613.61
 Amortization of FPN Organization Costs                     313,034.10
 Miscellaneous Expenses                                      30,712.94
                                                   -------------------
      Total Expenses                                     10,174,187.38
                                                   -------------------
 Interest Expense                                                 0.00
                                                   -------------------
 Income (Loss) Before Income Taxes                      (13,578,418.24)

 Income Taxes - Federal (Benefit)                          (131,368.62)
 Income Taxes - State (Benefit)                            (393,073.57)
 Provision for Deferred Income Taxes - Federal             (881,571.81)
 Provision for Deferred Income Taxes - State               (174,968.44)
                                                   -------------------
 Net Income (Loss)                                 $    (11,997,435.80)
                                                   ===================

These are interim financial statements prepared without notes.