35-CERT

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




In the Matter of                             .
                                             .
Entergy Corporation                          .
Entergy Services, Inc.                       .
System Fuels, Inc.                           .
Entergy Enterprises, Inc.                    .
Entergy Gulf States, Inc. (formerly known    .
as Gulf States Utilities Company)            .    CERTIFICATE PURSUANT
System Energy Resources, Inc.                .        TO RULE 24
Entergy Arkansas, Inc. (formerly known       .
as Arkansas Power & Light Company)           .
Entergy Louisiana, Inc. (formerly known      .
as Louisiana Power & Light Company)          .
Entergy Mississippi, Inc. (formerly known    .
as Mississippi Power & Light Company)        .
Entergy New Orleans, Inc. (formerly known    .
as New Orleans Public Service Inc.)          .
Entergy Power, Inc.                          .
Entergy Operations, Inc.                     .
                                             .
     File No. 70-8529                        .
                                             .
(Public Utility Holding Company              .
     Act of 1935)                            .



          This is to certify, pursuant to Rule 24 under the
Public Utility Holding Company Act of 1935, as amended, that
the transactions proposed by Entergy Corporation, Entergy
Services, Inc. ("ESI"), System Fuels, Inc. Entergy
Enterprises, Inc. ("EEI"), Entergy Gulf States, Inc.,
formerly known as Gulf States Utilities Company ("EGS")
,System Energy Resources, Inc., Entergy Arkansas, Inc.,
formerly known as Arkansas Power & Light Company ("EAI"),
Entergy Louisiana, Inc., formerly known as Louisiana Power &
Light Company ("ELI"), Entergy Mississippi, Inc., formerly
known as Mississippi Power & Light Company ("EMI"), Entergy
New Orleans, Inc., formerly known as New Orleans Public
Service Inc. ("ENO"), Entergy Power, Inc. ("EPI") and
Entergy Operations, Inc. in the Application-Declaration, as
amended, in the above file ("Application-Declaration") have
been carried out in accordance with the terms and conditions
of, and for the purposes represented by, the Application-
Declaration and pursuant to the Memorandum Opinion and Order
of the Securities and Exchange Commission with respect
thereto dated June 22, 1999 (HCAR No. 27040) (the "Order").

For the purpose, among other things, of implementing the
provision of the Settlement Agreements (as defined in the
Order) requiring that services rendered by Entergy's
Regulated Utilities (as defined in the Order) to
Nonregulated Businesses (as defined in the Order) be charged
at cost plus 5%, as of June 22, 1999:

     (1)  ESI entered into Amended and Restated Service
Agreements with EEI and EPI;

     (2)  EAI, ELI, EMI and ENO each entered into an Amended
and Restated Service Agreement with EEI; and

     (3)  EGS entered into a Service Agreement with EEI.


          Attached hereto and incorporated herein by
reference are the following exhibits:

       B-1(a)      Amended and Restated Service Agreement
                   between ESI and EEI, as executed

       B-2(a)      Amended and Restated Service Agreement
                   between ESI and EPI, as executed

       B-3(a)      Amended and Restated Service Agreement
                   between EAI and EEI, as executed

       B-3(b)      Amended and Restated Service Agreement
                   between ELI and EEI, as executed

       B-3(c)      Amended and Restated Service Agreement
                   between EMI and EEI, as executed

       B-3(d)      Amended and Restated Service Agreement
                   between ENO and EEI, as executed

       B-4(a)      Service Agreement between
                   EGS and EEI, as executed




     IN WITNESS WHEREOF, the undersigned companies have

caused this Certificate to be executed this 12TH day of

November, 1999.

ENTERGY CORPORATION              ENTERGY ENTERPRISES, INC.
ENTERGY SERVICES, INC.           ENTERGY POWER, INC.
SYSTEM FUELS, INC.
ENTERGY GULF STATES, INC.
SYSTEM ENERGY RESOURCES, INC.    By: /s/ Steven C. McNeal
ENTERGY ARKANSAS, INC.               Steven C. McNeal
ENTERGY LOUISIANA, INC.           Vice President and Treasurer
ENTERGY MISSISSIPPI, INC.
ENTERGY NEW ORLEANS, INC.
ENTERGY OPERATIONS, INC.


By: /s/C. John Wilder
     C. John Wilder
 Executive Vice President and
   Chief Financial Officer

EX-99

                                            EXHIBIT B-1(a)

                      AMENDED AND RESTATED
                        SERVICE AGREEMENT
                             BETWEEN
                     ENTERGY SERVICES, INC.
                               AND
                    ENTERGY ENTERPRISES, INC.


     THIS AGREEMENT, made and entered into as of June 22, 1999 by
and between Entergy Services, Inc., formerly MSU System Services,
Inc., formerly Middle South Services, Inc., a corporation
organized under the laws of the State of Delaware (hereinafter
sometimes referred to as "Service Company") and Entergy
Enterprises, Inc., formerly Electec, Inc., a corporation
organized under the laws of the State of Louisiana (hereinafter
sometimes referred to as "EEI"), amends, restates and supercedes
in its entirety that certain Service Agreement made and entered
into as of January 24, 1984, by and between Service Company and
EEI, as heretofore amended by Amendments, effective January 1,
1989, January 1, 1991, January 1, 1992, January 1, 1996, January
1, 1998, and January 1, 1999 (the "Original Service Agreement").

                      W I T N E S S E T H:

      WHEREAS, Service Company and EEI are both direct
subsidiaries of Entergy Corporation ("Entergy") and, together
with Entergy and its other direct and indirect subsidiaries
("Client System Companies"), form the Entergy System; and

      WHEREAS, Service Company is organized, staffed and
equipped and is authorized by the Securities and Exchange
Commission (the "Commission") as a subsidiary service company
under Section 13 of the Public Utility Holding Company Act of
1935, as amended (the "Act"), to render to Client System
Companies certain services and to render to EEI services as
herein provided (hereinafter EEI and Client System Companies will
be sometimes collectively referred to as "Client Companies"); and

      WHEREAS, in the performance of past and future services
for the Client Companies, Service Company has acquired and will
acquire certain properties and other resources; and

      WHEREAS, EEI is authorized by orders of the Commission
dated July 8, 1993 (HCAR No. 25848), June 30, 1995 (HCAR No.
26322) and June 22, 1999 (HCAR No. 27039) to utilize those
services, properties and resources of Service Company, as well as
those provided by other companies of the Entergy System, (i) to
conduct preliminary development activities with respect to
potential investments by Entergy in various energy, energy-
related and other non-utility businesses, (ii) to provide various
management, administrative and support services to certain of its
associate companies, (iii) to provide consulting services to
certain of its associate companies and to non-associate
companies, and (iv) to provide, directly or indirectly, through
one or more
special purpose subsidiary companies of Entergy or EEI, power
project operations and maintenance services to non-associate
companies and to certain of its associate companies; and

      WHEREAS, economies and increased efficiencies benefiting
the Entergy System will result from the performance by Service
Company of services for EEI and the provision of certain property
and resources to EEI as herein provided; and

      WHEREAS, subject to the terms and conditions herein
described, Service Company is willing, upon request by EEI, to
render such services and provide such property and resources to
EEI; and

      WHEREAS, pursuant to settlement arrangements entered into
by Entergy with certain of its state and local regulators in 1992
and 1993 (collectively, the "Settlement Agreements"), Entergy has
agreed (subject to the receipt of any requisite Commission
authorization) to implement certain special provisions pertaining
to affiliate transactions between Entergy's Regulated Utilities
and Nonregulated Businesses (each as defined in Article 1 of this
Agreement), including, without limitation, (i) a provision
requiring that any services rendered by Entergy's Regulated
Utilities (including Service Company) to its Nonregulated
Businesses (including EEI), be priced at cost plus 5%, and (ii) a
provision modifying the methodology, incorporated in the Original
Service Agreement, for the allocation of profits derived by EEI
from its marketing to non-affiliates of intellectual property
developed or otherwise acquired by Entergy's Regulated Utilities
(including Service Company); and

      WHEREAS, by Order dated June 22, 1999 (HCAR No. 27040),
the Commission granted Entergy's application requesting, among
other things, an exemption from the "at cost" requirements of
Section 13(b) of the Act to permit implementation of the
provision of the Settlement Agreements requiring that services
rendered by Service Company to EEI be priced at cost plus 5%, and
(to the extent jurisdictional under the Act) implementation of
the profit sharing methodology required under the Settlement
Agreements in connection with the marketing by EEI of Service
Company developed or acquired intellectual property; and

      WHEREAS, it is necessary and appropriate that the Original
Service Agreement be amended and restated for the purpose, among
other things, of incorporating the above referenced provisions of
the Settlement Agreements.

       NOW, THEREFORE, in consideration of the premises and of
the mutual agreements herein, the parties hereto hereby agree as
follows:


1.
     Definitions

     As used hereinafter, the following terms, in addition to
those elsewhere defined in this Agreement, shall have the
following meanings unless the context otherwise requires:

     (A)  "Services" shall mean the services described in Articles 3,
        4 and 5 hereof.

     (B)  "Basic Services" shall mean all the Services described in
        Article 5 and those Services in Article 3, but only insofar as
        such Services, when rendered to EEI, relate to the internal
        management of EEI's operations and systems.

     (C)  "Extra Services" shall mean all services other than Basic
        Services.

     (D)  "Non-Affiliate" means any corporation, company, agency,
        government, business, entity or person other than (i) Entergy,
        (ii) a direct or indirect subsidiary of Entergy, or (iii) a
        person employed by Entergy or any of such subsidiaries.

     (E)  "Intellectual Property" means any process, program or
        technique which is protected by the copyright, patent or
        trademark laws, or by virtue of it being a trade secret, and
        which has been specifically and knowingly incorporated into,
        exhibited in, or reduced to a tangible writing, drawing, manual,
        computer program, product or similar manifestation or thing.

     (F)  "Regulated Utilities" means Entergy Arkansas, Inc., Entergy
        Gulf States, Inc., Entergy Louisiana, Inc., Entergy New Orleans,
        Inc., Entergy Mississippi, Inc., System Energy Resources, Inc.,
        Entergy Operations Inc., System Fuels, Inc. and Service Company
        and such other similar subsidiaries as Entergy shall 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 services thereto.

     (G)  "Nonregulated Businesses" means Entergy Power, Inc., Entergy
        Enterprises, Inc. and such other subsidiaries and affiliates as
        Entergy shall create that are not domestic regulated electric or
        combination electric and gas utilities primarily engaged in the
        business of selling electric energy or natural gas at retail or
        wholesale to affiliates or are not primarily engaged in the
        business of providing services or goods to regulated electric or
        combination electric and gas utility affiliates.


2.   Agreement to Furnish Services

     (A)  Upon its receipt of EEI's work order or other request
        therefor, Service Company agrees to furnish to EEI upon the terms
        and conditions hereinafter set forth such of the Basic Services
        requested by EEI, at such times, for such periods and in such
        manner as EEI shall have requested. Service Company will, as and
        to the extent required for EEI, keep itself and its personnel
        available and competent to render to EEI the Basic Services on
        the same basis as such services are provided the other Client
        System Companies.

     (B)  Upon its receipt of EEI's work order or other request for
        Extra Services, Service Company will, if it has or can have
        available the personnel and resources needed to fill the work
        order or request for Extra Services, furnish to EEI upon the
        terms and conditions hereinafter set forth such of the Extra
        Services, at such times, for such periods and in such manner as
        EEI may from time to time request; provided, however, that the
        determination of whether Service Company has the available
        personnel and resources to perform in accordance with the work
        order or request will be entirely within the discretion of
        Service Company, and Service Company may at its sole option elect
        not to perform any requested Extra Services, except that, once
        having agreed to perform pursuant to a work order or request,
        Service Company shall not withdraw or depart from such
        performance without the consent of EEI.  In making its
        determination as to the availability of personnel and resources,
        Service Company nay consider whether the use thereof by EEI will
        interfere with its own use of such personnel and resources.

     (C)  The provision of Services by Service Company pursuant to
        this Agreement shall in all cases and notwithstanding anything
        herein contained to the contrary be subject to any limitations
        contained in authorizations, rules or regulations of those
        governmental agencies, if any having jurisdiction over Service
        Company, EEI, or such provision of Services.


3.   Description of Services

The Services to be provided by Service Company hereunder shall
include the following:

     (A)  General Executive and Advisory Services. Advise and assist
        the officers and employees of EEI in connection with various
        phases of its business and operations, including particularly but
        not exclusively, those phases which involve coordination of
        planning or operations between EEI and other entities.

     (B)  EWGs, FUCOs, Qualifying Facilities, etc. Advise and assist
        EEI in rendering consulting services to customers regarding
        possible investment and participation in, and related activities
        with respect to (i) "exempt wholesale generators" and "foreign
        utility companies," as such terms are defined in Sections 32 and
        33, respectively, of the Act, (ii) "Qualifying Facilities",
        including certain cogeneration facilities and small power
        production facilities, as such terms are defined under the Public
        Utility Regulatory Policies Act of 1978 and the rules and
        regulations promulgated thereunder by the Federal Energy
        Regulatory Commission, and (iii) other non-exempt domestic
        electric generating facilities.

     (C)  Development of Other Business Enterprises. Advise and assist
        EEI in the investigation of other business enterprises, and the
        development of such other business enterprises as are approved by
        the Commission or otherwise are permitted under the Act.

     (D)  General Engineering. Perform general engineering work,
        including system production and transmission studies; prepare and
        analyze apparatus specifications, distribution studies and
        standards, civil engineering and hydraulic studies and problems,
        and fuel supply studies; and advise and assist in connection with
        analyses of operations and operating and construction budgets.

     (E)  Design Engineering. Perform detailed design work as
        requested by EEI.

     (F)  Purchasing. Render purchasing and group purchasing services
        to EEI, coordinate group purchasing, and supply expediting
        services.  All requests for bids shall be made by and purchases
        confirmed in the name of EEI (or its customer, if requested by
        EEI).

     (G)  Accounting and Statistical. Perform for EEI all such
        bookkeeping, accounting, and auditing services and install such
        internal accounting and auditing procedures as are required by
        EEI or its customers to maintain its or their books and records
        properly and account for and safeguard its or their operations
        and properties; advise and assist EEI in connection with the
        installation of accounting systems and similar efforts,
        requirements of regulatory bodies with respect to accounting,
        studies of accounting procedures and practices to improve
        efficiency, book entries resulting from unusual financial
        transactions, internal audits, employment of independent
        auditors, preparation and analyses of financial and operating
        reports and other statistical matters relating to EEI or its
        customers, preparation of reports to regulatory commissions,
        insurance companies and others, standardization of accounting and
        statistical forms in the interest of economy, and other
        accounting and statistical matters.

     (H)  Finance and Treasury. Advise and assist EEI on financing
        matters, including short and long range financial planning,
        determination of types and times of sales of securities, the
        preparation of petitions and applications for the issuance of
        securities and the preparation of various documents required in
        connection therewith, negotiation and structuring of financing
        arrangements and the provision of credit from banks, and all
        treasury matters, including banking and investment of surplus
        funds.

     (I)  Taxes. Advise and assist EEI in connection with tax matters,
        including preparation of Federal, State or Foreign income and
        other tax returns and of protests, claims and briefs where
        necessary, tax accruals, and other matters in connection with any
        applicable taxes, governmental fees or assessments, and
        assistance in connection with audit of returns by the Internal
        Revenue Service and State Tax Agencies.

     (J)  Risk Management. Advise and assist EEI in connection with
        risk management matters including but not limited to insurance
        and bonding, including contracts with insurers, trustees and
        actuaries and the placing of individual or blanket/group policies
        covering EEI and/or other Client Companies or its or their
        customers, and other insurance and bonding problems as required.

     (K)  Employee Benefits. Advise and assist EEI in connection with
        employee benefit matters including but not limited to welfare and
        pension matters.

     (L)  Corporate. Advise and assist EEI in connection with
        corporate affairs, including assistance and suggestions in
        connection with the preparation of petitions and applications for
        the issuance of securities, contracts for the sale of
        underwriting of securities, preparation of schedules or steps
        required in connection with general corporate matters and the
        consummation thereof; maintenance of minutes of directors' and
        stockholders' meetings and other proceedings and of other related
        corporate records; and also arrangements for stockholders'
        meetings, including notices, proxies and records thereof, and for
        other types of meetings.

     (M)  Budgeting. Advise and assist EEI in matters involving the
        preparation and development of capital and operating budgets,
        cash and cost forecasts, and budgetary controls.

     (N)  Business Promotion and Public Relations. Advise and assist
        EEI in the development of marketing and sales programs, in the
        preparation and use of advertising and sales materials, and in
        the determination and carrying out of promotional programs.

     (O)  Employee Services. Furnish EEI with advisory and
        administrative services and programs in connection with employee
        and employee relations matters, including matters relative to
        employees loaned under Article 4 hereof, payroll, recruitment,
        employee placement, training, compensation, safety, labor
        relations and health, welfare and employee benefits.

     (P)  Regulatory Matters. Consultation and advice with respect to
        regulatory matters, particularly those involving the Securities
        and Exchange Commission or the Federal Energy Regulatory
        Commission, and the provision of liaison and assistance in
        processing matters with the staffs of such commissions.

     (Q)  Data Processing Services.  Operation of a data processing
        Computer Center to serve the Entergy System.  This operation may
        include:  applications software development, maintenance and
        enhancements; data communications network design, operation and
        management; Computer Center production operations; and
        information systems consulting.

     (R)  Systems and Procedures. Advise and assist EEI in the
        establishment of good operating practices and methods of
        procedure, the standardization of forms, the purchase, rental and
        use of mechanical and electronic data processing, computing and
        communications equipment, in conducting economic research and
        planning and in the development of special economic studies.

     (S)  Access to and Use of Resources. Subject to those conditions
        with respect to Service Company's discretion not to perform Extra
        Services set forth in Article 2B, make available to EEI in the
        conduct of its business and/or, to the extent necessary or
        appropriate as required in the performance of its services to its
        customers access to, use of, or rights in all Service Company's
        resources, including facilities, products, processes, techniques,
        computer hardware and software, technical information, training
        aids and properties, vehicles, equipment, machines and other
        property, whether owned, leased or licensed by or otherwise to,
        Service Company.

     (T)  Training. Assist EEI in providing training to personnel of
        EEI or its customers; develop and make available training
        procedures, materials and facilities, and provide instructors.

     (U)  Legal Services. Provide services and advice relating to
        litigation, contracts, leases, real estate, property rights and
        other legal matters.

     (V)  General. Make available services in the areas of
        construction planning and supervision, design, management,
        programs, quality assurance, licensing matters, research and
        development, and communications systems and procedures.

     (W)  Other Services. Render advice and assistance in connection
        with such other matters as EEI may request and Service Company
        may be able to perform with respect to EEI's business and
        operations.


4.   Provision of Personnel

     Where specifically requested by EEI, Service Company may
loan its employees to EEI. In that event, such loaned employees
will be under the sole supervision and control of EEI for such
period or periods of time as are necessary to complete the work
to be performed by such employees.  Such employees may be
withdrawn by Service Company from tasks assigned by EEI only with
the consent of EEI. EEI will be responsible for the actions and
activities of such employees while engaged in the performance of
the work to the same degree as though such persons were employees
of EEI.  However, as part of Extra Services, Service Company,
during periods such employees are loaned to EEI, will continue to
provide to such employees those same payroll, pension, savings,
tax withholding, Social Security, unemployment, bookkeeping and
other personnel support services then being utilized by Service
Company in connection with compensating and benefiting such
employees.  Compensation for employees loaned by Service Company
to EEI pursuant to this Article 4 shall be equal to Service
Company's cost of providing such employees, determined in
accordance with applicable rules and regulations (including, but
not limited to, Rules 90 and 91) under the Act and appropriate
accounting standards, plus a charge of 5% of the amount of such
cost.


5.   Exchange of Intellectual Property

     (A)  Should EEI in the course of its business develop
        Intellectual Property, it will make such Intellectual Property
        available for utilization by Service Company without charge
        (except the actual expenses incurred by EEI in connection with
        making such Intellectual Property available to Service Company);
        provided, however, that such availability shall be dependent upon
        and subject to any contractual commitments of EEI to
        Non-Affiliates, applicable laws and regulations, and the legal
        rights and entitlements of others.

     (B)  As part of Services, Service Company will make available to
        EEI for utilization by it all Intellectual Property heretofore or
        hereafter developed or obtained by Service Company without charge
        for costs incurred in the development thereof (except for the
        actual expenses incurred by Service Company in making the same
        available to EEI, and except as otherwise provided in Article 8
        below); provided, however, that such availability shall be
        dependent upon and subject to any contractual commitments of
        Service Company to Non-Affiliates, applicable laws and
        regulations, and the legal rights and entitlements of others.


6.   Compensation of Service Company

     As compensation for Services actually requested by EEI and
rendered to it by Service Company, EEI hereby agrees to pay to
Service Company (except as described in Article 5B) an amount
equal to (a) the cost of such Services, computed in accordance
with applicable rules and regulations (including, but not limited
to, Rules 90 and 91) under the Act and appropriate accounting
standards, plus (b) a charge of 5% of such cost.  The cost of
Services under (a) above shall include direct charges and EEI's
pro rata share of certain of Service Company's costs and shall be
determined as outlined in Exhibits I and II attached hereto and
incorporated herein by reference.  Bills for Services will be
rendered on or before the 15th day of the succeeding month and
will be payable on or before the 25th day of such month.


7.   Work Orders

     The Services will be performed in accordance with work
orders or requests issued or made by or on behalf of EEI and
accepted by Service Company, and all Services will be assigned an
applicable work order number to enable specific work to be
properly allocated by project or other appropriate basis.  Work
orders shall be as specific as practicable in defining the
Services requested to be performed and shall set forth the scope
and duration of the Services to be performed and the specific
employees to be loaned to EEI pursuant to the work order.  EEI
shall have the right from time to time to amend, alter or rescind
any work order, provided that (i) any such amendment or
alteration which results in a material change in the scope of the
work to be performed or equipment to be provided is agreed to by
Service Company, (ii) the costs for the Services covered by the
work order will include any expense incurred by Service Company
as a direct result of such amendment, alteration or rescission of
the work order, and (iii) no amendment, alteration or rescission
of a work order will release EEI from liability for all such
costs already incurred or contracted for by Service Company
pursuant to the work order, regardless of whether the work
associated with such costs has been completed.


8.   Disposition of Intellectual Property

     In the event EEI with the express written consent of Service
Company markets to Non-Affiliates Intellectual Property
heretofore or hereafter developed or otherwise acquired by
Service Company for one or more of the Client System Companies
that are Regulated Utilities, and such Intellectual Property is
actually used by Service Company on behalf of such Client System
Company(ies), all profits derived by EEI from such marketing
transactions shall be divided equally by Service Company and EEI,
after deducting all of EEI's incremental costs associated with
making the Intellectual Property available for sale, including
the cost of marketing such Intellectual Property; provided,
however, that in the event any Intellectual Property developed or
otherwise acquired by Service Company for use on behalf of such
Client System Company(ies) is not actually so used, and is
subsequently marketed by EEI to Non-Affiliates, EEI shall fully
reimburse Service Company for all of its costs incurred to
develop or otherwise acquire such Intellectual Property before
any profits derived from its marketing of such Intellectual
Property shall be so divided.


9.   Limitation of Liability and Indemnification

     In performing the Services hereunder (except to the extent
such Services are being performed by employees loaned to and
under the supervision of EEI), Service Company will exercise due
care to assure that the Services are performed in a workmanlike
manner, meet the standards and specifications set forth in the
applicable work order or request with respect to such Services,
and comply with applicable standards of law and regulation.
However, failure to meet these obligations shall in no event
subject Service Company to any claims or liabilities other than
to reperform the work and be compensated in accordance with this
Agreement for such reperformance so that it fully complies with
the work order, request or standard, as the case may be.  Service
Company makes no other warranty with respect to its performance
of the Services, and EEI agrees to accept such Services without
further warranty of any nature.  EEI shall and does hereby
indemnify and agree to save harmless and defend Service Company
from liabilities, taxes, losses, obligations, claims, damages,
penalties, causes of action, suits, costs and expenses or
judgments of any nature, on account of, or resulting from: (i)
injuries to or the death of any person; (ii) damage to or loss of
any property; (iii) any alleged or actual violation of law, court
order, or governmental agency rule or regulation committed by or
existing with respect to EEI or its employees, agents or
subcontractors; (iv) any alleged or actual breaches of contract
by EEI; (v) any claims by or on account of any employee, agent or
subcontractor of EEI; (vi) services or labor performed, labor
force, materials, provisions or supplies furnished on allegedly
contracted for by or on behalf of EEI, its employees, agents or
subcontractors; and/or (vii) other damages; which, in all cases,
are attributable to or arise out of the performance and
prosecution of any project or work performed by or on behalf of
EEI, whether or not the same results or allegedly results from
the claimed or actual negligence or breach of warranty of, or
willful conduct by, EEI or any of its employees, agents or
Contractors or its or their subcontractors or any combination
thereof.


10.  Miscellaneous

     This Agreement shall be binding upon the successors and
assigns of the parties hereto, provided that Service Company
shall not be entitled to assign or subcontract out any of its
obligations under this Agreement or under any purchase order or
work order issued hereunder without the prior written approval of
EEI.  This Agreement shall be construed and enforced under and in
accordance with the laws of the State of Louisiana.  This
Agreement may be executed in counterparts, each one of which when
fully executed shall be deemed to have the same dignity, force
and effect as an original.  No provision of this Agreement shall
be deemed waived nor breach of this Agreement consented to unless
such waiver or consent is set forth in writing and executed by
the party hereto making such waiver or consent.




     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their respective corporate names by
their respective Presidents or one of their respective Vice
Presidents as of the day and year first above written.


ENTERGY SERVICES, INC.


By:
            C. John Wilder
     Executive Vice President and
       Chief Financial Officer

ENTERGY ENTERPRISES, INC.


By:
           Steven C. McNeal
     Vice President and Treasurer




                                      EXHIBIT I


                    ENTERGY ENTERPRISES, INC.

                      Billing Procedure by
                     Entergy Services, Inc.


I. Introduction

This procedure establishes the guidelines for billings by Entergy
Services, Inc. (ESI) to Entergy Enterprises, Inc. (EEI).  ESI
employs a computer based work order system for the accumulation
of costs and the allocation and billing of those costs to its
client companies.  These client companies are primarily the
affiliated (Entergy System) companies.  The current ESI
accounting system has been designed to facilitate compliance with
the FERC Uniform System of Accounts and generally accepted
accounting principles.  All bills by ESI are at cost, plus a
charge of five percent (5%) of such cost.

The procedures to be employed in determining costs of Services
performed for EEI will follow the procedures outlined in Exhibit
II.


II. Method of Billing EEI

The cost of all Services performed by ESI for EEI will be
accounted for using the automated work order system. Sources of
this system are:

Payroll (time reports)
Accounts Payable (expense accounts and vendor invoices)
General Accounting Journal Entries

Charges for Services rendered will be billed at cost plus five
percent (5%) on or before the 15th day of the succeeding month.
All amounts billed will be payable by EEI on or before the 25th
day of such month.


III. Billings

     Billings of work orders to EEI will be made on a
     predetermined basis. It is expected that the billings will
     be 100 percent to EEI.  Should there be instances where
     services are jointly provided to other System companies,
     costs will be allocated on an equitable basis and EEI's
     share of such costs will be subject to an additional five
     percent (5%) charge.





                                             EXHIBIT II

  METHODS OF ALLOCATING COSTS AMONG CLIENT COMPANIES RECEIVING
     SERVICE UNDER THIS AND SIMILAR SERVICE AGREEMENTS WITH
                  ENTERGY SERVICES, INC.  (ESI)

1.   The cost of rendering services by ESI will include
all costs of doing business including interest on debt but
excluding a return for the use of ESI's initial equity
capital amount of $20,000.


2.   (a)  ESI will maintain a separate record of the expenses of
     each department.  The expenses of each department will
     include:

          (i)  those expenses that are directly attributable to such
               department, and

          (ii) (ii) an appropriate portion of those office and housekeeping
               expenses that are not directly attributable to a department but
               which are necessary to the operation of such department.

     (b)  Expenses of the department will include salaries and
     wages of employees, including social security taxes,
     vacations, paid absences, sickness, employee disability
     expenses, and other employee welfare expenses, rent and
     utilities, materials, and supplies, depreciation, and all
     other expenses attributable to the department.

     (c)  Departmental expenses will be categorized into one of two
          classes:

          (i)  those expenses which are directly attributable to specific
               services rendered to a Client Company or group of Client
               Companies  (Departmental Direct Costs), and

          (ii) those expenses which are attributable to the overall
               operation of the department and not to a specific service
               provided to Client Companies (Departmental Indirect Costs).

          Departmental Indirect Costs include:

          (1)  Administrative labor costs associated with office and
            general service employees described in Section 3(a).  This would
            include not only thc salaries and wages of these employees but
            also other related employment costs described in Section 2(b)
            above

          (2)  Occupancy costs including rent and utilities.

          (3)  Depreciation.

          (4)  Materials and supplies, telephone use, postage, etc.

          (5)  Other costs attributable to a department.

    (d)  The indirect expenses of the department will not
    include:

          (i)  those incremental out-of-pocket expenses that are incurred
               for the direct benefit and convenience of a Client Company or a
               group of Client Companies and are to be directly charged to such
               Client Company or group of Client Companies; and

          (ii) ESI's overhead expenses that are attributable to maintaining
               the corporate existence of ESI, franchise and other general
               taxes, and all other incidental overhead expenses including those
               auditing fees and accounting department expenses attributable to
               ESI (Indirect Corporate Costs).

     (e)  ESI will establish annual budgets for controlling the
     expenses of each service department and those expenses
     outlined above in Section 2(d) which are not department
     specific.

3.   (a)  Employees in each department will be divided into two
classes:

          (A)  Those employees rendering service to Client Companies (Class
            A), and

          (B)  Those office and general service employees, such as
            secretaries, stenographers, telephone operators and file clerks,
            who generally assist employees in Class A or render other house-
            keeping services and who are not engaged directly in rendering
            service to a Client Company or a group of Client Companies.  In
            the event that any such office or general service employees are
            assigned to functions that are attributable to services being
            performed for Client Companies, such employees shall be
            reclassified as Class A employees.


     (b)  Expenses set forth in Section 2 above will be separated to
          show:

          (i)  salaries and wages of Class A employees, and

          (ii) all other expenses of the department.

     (c)  Class A employees in each department will maintain a
     record of the time they are employed in rendering service to
     each Client Company or group of Client Companies.  The
     hourly rate for each Class A employee will be determined
     each month.

4.   (a)  The charge to Client Company or a group of
     Client Companies for a particular service will be the sum of
     the figures derived by multiplying the hours reported by
     each Class A employee in rendering  such service by the
     hourly rate applicable to such employee and other direct
     allocated expenses.


     (b)  Departmental Indirect Costs as defined in Section 2(c)(ii)
     will be allocated in proportion to the direct salaries and wages
     charged.

5. Those expenses of ESI that are not included in the expense
   of a department under Section 2 above will be charged to Client
   Companies receiving service as follows:

     (a)  Incremental out-of-pocket costs incurred for the direct
     benefit and convenience of a Client Company or a group of Client
     Companies will be charged direct to such company or group of
     companies.

     (b)  The Indirect Corporate Costs of ESI referred to above in
     Section 2(d)(ii) will be allocated among the Client Companies in
     the same proportion as the charges to the Client Companies,
     excluding Indirect Corporate Costs.

     (c)  If the method of allocation of Departmental Indirect Costs
     (Section 4(b)), or Indirect Corporate costs (Section 5(b)), would
     result in an inequity because of a change in operation or
     organization of the Client Companies, then ESI may adjust the
     basis to effect an equitable distribution.  Any such change in
     allocation shall be made only after first giving to the
     Commission written notice of such proposed changes not less than
     60 days prior to the proposed effectiveness of any such change.

6. On the basis of the foregoing, monthly bills will be rendered
   to Client Companies.  Billing procedures and amounts will be
   open to audit by Client Company and by any regulatory
   authority having jurisdiction in respect of the Client
   Company.

7. When services are rendered to a group of Client Companies,
   costs of such service shall be allocated equitably among the
   Companies based on the nature and scope of the service
   rendered according to the formulae outlined in Exhibit II,
   Supplement.



                                                EXHIBIT II
                                                Supplement

                   ALLOCATION FORMULAE FOR
                 GROUPS OF CLIENT COMPANIES



Note: Each allocation formula will be based on data relevant
to participating Client Companies to whom the services are
provided and the department providing the service.

ENERGY SALES

Based on total kilowatt-hours of energy sold to consumers.

Used primarily for the allocation of costs associated with
the financial analyses of sales and related items.

CUSTOMERS

Based on a twelve-month average of residential, commercial,
industrial, government, and municipal general business
electric and gas customers.

Used primarily for the allocation of costs associated with
the support of customer based services. Would include
customer service and support, marketing, economic forecasts,
environmental services, financial and regulatory analyses
and customer information systems.

EMPLOYEES

Based on the number of full-time employees at period end.

Used primarily for the allocation of costs associated with
the support of employee-based services. Would include
administration of employee benefits programs, employee
communications, employee training, various facilities-based
benefits and information technology desktop support.

RESPONSIBILITY RATIO

Based on the ratio of the company's load at time of system
peak load. The peak load is the average of the twelve
monthly highest clock-hour demands in kilowatts of the
interconnected system occurring each month coincident with
the system peak load.

Used primarily for the allocation of costs incurred in
fossil plant support and integrated planning.

COMPOSITE - TRANSMISSION. DISTRIBUTION/CUSTOMER SERVICE

Based on four components of equal weighting: kilowatt-hour
energy sales; average customers; number of distribution and
customer service/support employees; and the
Transmission/Substation Composite Allocation Method.

Used primarily for the allocation of costs incurred in the
support of the overall transmission and distribution system
of Entergy's Operating Companies. These costs are related to
sales, transmission lines or substations, customers or
customer service/support employees.

TRANSMISSION LINE MILES

Based on the number of miles of transmission lines, weighted
for design voltage (Voltage ~ 400kv = 1; Voltage >=400kv
=2).

Used primarily for the allocation of costs associated with
project design, maintenance and installation of Entergy
transmission lines.

SUBSTATIONS

Based on the number of high voltage substations weighted for
Voltage (Voltage < 500kv = 1; Voltage >= 500kv = 2).

Used primarily for the allocation of related engineering and
technical support for transmission and distribution
substation operations and maintenance as well as for
engineering and project management associated with
substation construction.

COMPOSITE - TRANSMISSION LINES/SUBSTATIONS

Based on two components: Transmission Line Miles (30%
weighting) and the Number of High Voltage Substations (70%
weighting).

Used primarily for the allocation of the costs associated
with the support of the transmission and distribution
function that have both a transmission line component as
well as a substation or load component.

GAS CONSUMPTION

Based on the volume of natural gas consumed annually by all
gas fired generating units within the Entergy System.

Used for the allocation of costs associated with services in
support of gas purchased for gas fired generation units.

TAX INCOME AND DEDUCTION RATIO

Based on the prior years' Federal Income Tax return, total
Income and Deductions.

Used for the allocation of costs associated with the
preparation of consolidated Federal income tax returns and
research of Federal tax issues.

LEVEL OF ESI SERVICE

Based on ESI total billings to each System company,
excluding corporate overhead.

Used for the allocation of costs associated with support of
ESI as a legal entity.

SYSTEM CAPACITY (NON-NUCLEAR)

Based on the power level, in kilowatts, that could be
achieved if all non-nuclear generating units were operating
at maximum capability simultaneously.

Used primarily for the allocation of costs associated with
the support of the fossil operations of the System. This
would include services provided by plant support,
environmental and purchasing.

LABOR DOLLARS BILLED

Based on total labor dollars billed to each company.

Used primarily to allocate the costs associated with
employee benefits plans, payroll taxes, departmental
indirect costs and performance based compensation plans for
ESI employees.

DISTRIBUTION LINE MILES

Based on the number of miles of distribution lines of 34.5kv
or less.

Used primarily for the allocation of costs associated with
project design, maintenance and installation of Entergy
distribution lines.

COAL CONSUMPTION

Based on the quantity of tons of coal delivered for a twelve
month period to each coal plant within the Entergy System.

Used for the allocation of costs associated with services in
support of coal purchased for coal generating units

ACCOUNTS PAYABLE TRANSACTIONS

Based on the number of accounts payable transactions
processed annually for each Entergy System Company.

Used for the allocation of costs associated with the support
of the accounts payable function.

SQUARE FOOTAGE

Based on square footage occupied by ESI functional business
units.

Used primarily to allocate the costs associated with
facilities supervision and support.

INSURANCE PREMIUMS (NON-NUCLEAR)

Based on non-nuclear insurance premiums.

Used for the allocation of costs associated with risk
management.

ASSET RECORDS

Based on the number of asset records at period end.

Used for the allocation of costs associated with the fixed
asset accounting function.

AVERAGE OUTSTANDING CAPITAL EXPENDITURE AUTHORIZATIONS
(CEA'S)

Based on a twelve-month average of outstanding CEA's.

Used for the allocation of costs associated with the capital
project costing accounting function.

TOTAL ASSETS

Based on total assets at period end.

Used primarily to allocate costs associated with the
oversight and safeguarding of corporate assets. This would
include services provided by financial management and
certain finance functions, among others. Also used when the
services provided are driven by the relative size and
complexity of the System Companies and there is no
functional relationship between the services and any other
available allocation formula.

BANK ACCOUNTS

Based on the number of bank accounts at period end.

Used for the allocation of costs associated with daily cash
management activities.

COMPUTER USAGE COMPOSITE

Based on three components: Customers (52% weighting),
General Ledger Transactions (29% weighting) and Employees
(19% weighting), with weighting based on historical usage.

Used primarily for the allocation of costs associated with
the mainframe computer, unix servers and related database
administration.

GENERAL LEDGER TRANSACTIONS

Based on the number of general ledger transactions for the
period.

Used primarily for the allocation of costs associated with
general ledger activities, including related information
systems, and for general accounting activities.

CUSTOMERS AND EMPLOYEES COMBINATION

Based on the equal weighting of a twelve-month average of
residential, commercial, industrial, government and
municipal general business electric and gas customers and on
the number of full-time employees at period end.

Used primarily for systems that support both customers and
employees.

FIBER

Based on capacity and use of the Entergy System's fiber
optic network.

Used primarily for the allocation of fiber optic operations
and maintenance expenses.

EX-99

                                                   EXHIBIT B-2(a)

                      AMENDED AND RESTATED
                        SERVICE AGREEMENT
                             BETWEEN
                     ENTERGY SERVICES, INC.
                               AND
                       ENTERGY POWER, INC.


     THIS AGREEMENT, made and entered into as of June 22, 1999 by
and between Entergy Services, Inc., a corporation organized under
the laws of the State of Delaware (hereinafter sometimes referred
to as "Service Company") and Entergy Power, Inc., a corporation
organized under the laws of the State of Delaware (hereinafter
sometimes referred to as "EPI"), amends, restates and supercedes
in its entirety that certain Service Agreement made and entered
into as of August 28, 1990, between Service Company and EPI, as
heretofore amended by Amendments, effective January 1, 1991,
January 1, 1992, January 1, 1996, January 1, 1998 and January 1,
1999 (the "Original Service Agreement").

                      W I T N E S S E T H:

     WHEREAS, Service Company and EPI are both direct
subsidiaries of Entergy Corporation ("Entergy") and Entergy
Power, Inc., together with Entergy and its other direct and
indirect subsidiaries ("Client Companies") form the Entergy
System; and

     WHEREAS, Service Company is organized, staffed and equipped
and is authorized by the Securities and Exchange Commission (the
"Commission") as a subsidiary service company under Section 13 of
the Public Utility Holding Company Act of 1935, as amended (the
"Act") to render to Client Companies certain services and to
render to EPI services as herein provided; and

     WHEREAS, in the performance of past and future services for
the Client Companies, Service Company has acquired and will
acquire certain properties and other resources; and

     WHEREAS, EPI is authorized under the Act by order of the
Commission dated August 27, 1990 to utilize those services,
personnel, properties and other resources of Service Company; and

     WHEREAS, economies and increased efficiencies benefiting
the Entergy System will result from the performance by Service
Company of services for EPI and the provision of certain property
and resources to EPI as herein provided; and

     WHEREAS, subject to the terms and conditions herein
described, Service Company is willing, upon request by EPI, to
render such services and provide such property and resources to
EPI; and

     WHEREAS, pursuant to settlement arrangements entered into by
Entergy with certain of its state and local regulators in 1992
and 1993 (collectively, the "Settlement Agreements"), Entergy has
agreed (subject to the receipt of any requisite Commission
authorization) to implement certain special provisions pertaining
to affiliate transactions between Entergy's Regulated Utilities
and Nonregulated Businesses (each as defined in the Settlement
Agreements), including, without limitation, a provision requiring
that any services rendered by Entergy's Regulated Utilities
(including Service Company) to Nonregulated Businesses (including
EPI), be priced at cost plus 5%; and

     WHEREAS, by Order dated June 22, 1999 (HCAR No. 27040), the
Commission granted Entergy's application requsting, among other
things, an exemption from the "at cost" requirements of Section
13(b) of the Act to permit implementation of the provision of the
Settlement Agreements requiring that services rendered by Service
Company to EPI be priced at cost plus 5%; and

     WHEREAS, it is necessary and appropriate to amend the
Original Service Agreement for the purpose, among other things,
of incorporating the above referenced provision of the Settlement
Agreements.

     NOW THEREFORE, in consideration of the premises and of the
mutual agreements herein, the parties hereto hereby agree as
follows:

     1.   Definitions.

     In addition to those terms elsewhere defined in this
Agreement, the term, "Services" shall mean the services described
in Article 3 hereof, unless the context otherwise requires.

     2.   Agreement to Furnish Services.

          A.  Upon its receipt of EPI's service request, Service
     Company agrees to furnish to EPI upon the terms and
     conditions hereinafter set forth such of the Services
     requested by EPI, at such times, for such periods and in
     such manner as EPI shall have requested. Service Company
     will keep itself and its personnel available and competent
     to render to EPI the Services on the same basis as such
     Services are provided the other Client Companies.

          B.   Upon its receipt of EPI's service request, Service
     Company will, if it has or can have available the personnel
     and resources needed to fill the service request, furnish to
     EPI upon the terms and conditions hereinafter set forth such
     of the Services, at such times, for such periods and in such
     manner as EPI may from time to time request; provided,
     however, that the determination of whether Service Company
     has the available personnel and resources to perform in
     accordance with the service request will be entirely within
     the discretion of Service Company, and Service Company may
     at its sole option elect not to perform any requested
     Services, except that, once having agreed to perform
     pursuant to a service request, Service Company shall not
     withdraw or depart from such performance without the consent
     of EPI.

          C.   The providing of Services by Service Company
     pursuant to this Agreement shall in all cases and
     notwithstanding anything herein contained to the contrary be
     subject to any limitations contained in authorizations,
     rules or regulations of those governmental agencies, if any,
     having jurisdiction over Service Company, EPI, or such
     providing of Services.

     3.   Description of Services.

     The Services to be provided by Service Company hereunder
may, upon request, include the following:

          A.   General Executive and Advisory Services. Advise and assist
     the officers and employees of EPI in connection with various
     phases of its business and operations, including particularly
     (but not exclusively) those phases which involve coordination of
     planning or operations between EPI and other entities.

          B.   General Engineering. Perform general engineering work,
     including system production and transmission studies; prepare and
     analyze apparatus specifications, distribution studies and
     standards, civil engineering and hydraulic studies and problems,
     and fuel supply studies; and advise and assist in connection with
     analyses of operations and operating and construction budgets.

          C.   Design Engineering. Perform detailed design work as
     requested by EPI.

          D.   Purchasing. Render purchasing and group purchasing services
     to EPI, coordinate group purchasing, and supply expediting
     services. All requests for bids shall be made by and purchases
     confirmed in the name of EPI (or its customer, if requested by
     EPI).

          E.   Accounting and Statistical. Perform for EPI all such
     business, accounting, and auditing services and install such
     internal accounting and auditing procedures as are requested by
     EPI or its customers to maintain its or their books and records
     properly and account for and safeguard its operations and
     properties; advise and assist EPI in connection with the
     installation of accounting systems and similar efforts,
     requirements of regulatory bodies with respect to accounting,
     studies of accounting procedures and practices to improve
     efficiency, accounting entries resulting from financial
     transactions, internal audits, employment of independent
     auditors, preparation and analyses of financial and operating
     reports and other statistical matters relating to EPI or its
     customers, preparation of reports to regulatory commissions,
     insurance companies and others, standardization or accounting and
     statistical forms in the interest of economy, and other
     accounting and statistical matters.

          F.   Finance and Treasury.  Advise and assist Entergy Power on
     financing matters, including short and long range financial
     planning, determination of types and times of sales of
     securities, preparation of petitions and applications for the
     issuance of securities and the preparation of various documents
     required in connection therewith, negotiation and structuring of
     financing arrangements, and all treasury matters, including
     banking and investment of surplus funds.

          G.   Taxes.  Advise and assist EPI in connection with tax
     matters, including preparation of Federal, State or foreign
     income and other tax returns and of protests, claims and briefs
     where necessary, tax accruals, and other matters in connection
     with any applicable taxes, governmental fees or assessments, and
     assistance in connection with audit of returns by the Internal
     Revenue Service and State Tax Agencies.

          H.   Risk Management.  Advise and assist EPI in connection with
     risk management matters including but not limited to insurance
     and bonding, including contracts with insurers, trustees and
     actuaries and the placing of individual or blanket/group policies
     covering EPI and/or other Client Companies or its or their
     customers, and other insurance and bonding problems as required.

          I.   Employee Benefits. Advise and assist EPI in connection with
     employee benefit matters including but not limited to welfare and
     pension matters.

          J.   Corporate. Advise and assist EPI in connection with
     corporate affairs, including assistance and suggestions in
     connection with the preparation of petitions and applications for
     the issuance of securities, contracts for the sale of
     underwriting of securities, maintenance of minutes of directors'
     and stockholders' meetings and other proceedings and of other
     related corporate records; and also arrangements for stockholders
     meetings, including notices, proxies and records thereof, and for
     other types of meetings.

          K.   Budgeting. Advise and assist EPI in matters involving the
     preparation and development of capital and operating budgets,
     cash and cost forecasts, and budgetary controls and preparation
     of long-range forecasts.

          L.   Business Promotion and Public Relations.  Advise and assist
     EPI in the development of marketing and sales programs, in the
     preparation and use of advertising and sales materials, and in
     the determination and carrying out of promotional programs.

          M.   Employee Services.  Furnish EPI with advisory and
     administrative services and programs in connection with employee
     and employee relations matters, payroll, recruitment, employee
     placement, training, compensation, safety, labor relations and
     health, welfare and employee benefits.

          N.   Systems and Procedures.  Advise and assist EPI in the
     establishment of sound operating practices and methods of
     procedure, the standardization of forms, the purchase, rental and
     use of mechanical and electronic data processing and
     communications equipment, in conducting economic research and
     planning and in the development of special economic studies.

          O.   Regulatory Matters.  Consultation and advice with respect to
     regulatory matters, particularly those involving the Securities
     and Exchange Commission or the Federal Energy Regulatory
     Commission, and the provision of liaison and assistance in
     processing matters with the staffs of such commissions.

          P.   Systems Operations Center.  Operation of a System Operations
     Center for the control of bulk power supply and load dispatching
     within the Entergy System, with EPI, and with interconnected
     systems.

          Q.   Data Processing Services.  Operation of a data processing
     Computer center to serve the Entergy System.  This operation may
     include:  applications software development, maintenance and
     enhancements; data communications network design, operation and
     management; Computer Center production operations; and
     information systems consulting.

          R.   Access to and Use of Resources.  Make available to EPI in
     the conduct of its business and/or, to the extent necessary or
     appropriate as required in the performance of its services to its
     customers, access to, use of, or rights in all Service Company's
     resources, including facilities, products, processes, techniques,
     computer hardware and software, technical information, training
     aids and properties, vehicles, equipment, machines and other
     property, whether owned, leased or licensed by or otherwise to
     Service Company.

          S.   Training. Assist EPI in providing training to personnel of
     EPI or its customers; develop and make available training
     procedures, materials and facilities, and provide instructors.

          T.   Legal Services. Provide services and advice relating to
     litigation, contracts, leases, real estate, property rights and
     other legal matters.

          U.   General. Make available services in the areas of
     construction, planning and supervision, design, management,
     programs, quality assurance, licensing matters, research and
     development, and communications systems and procedures.

          V.   Other Services. Render advice and assistance in connection
     with such other matters as EPI may request and Service Company
     may be able to perform with respect to EPI's business and
     operations.

     4.   Compensation of Service Company.

     As compensation for Services actually requested by EPI and
rendered to it by Service Company, EPI hereby agrees to pay to
Service Company an amount equal to (a) the cost of such Services,
computed in accordance with applicable rules and regulations
(including, but not limited to, Rules 90 and 91) under the Act
and appropriate accounting standards, plus (b) a charge of 5% of
such cost.  The cost of Services under (a) above shall include
direct charges and EPI's pro rata share of certain of Service
Company's costs and shall be determined as outlined in Exhibits I
and II attached hereto and incorporated herein by reference.
Bills for Services will be rendered on or before the 15th day of
the succeeding month and will be payable on or before the 25th
day of such month.

     5.   Work Orders.

     The Services will be performed in accordance with work
orders or requests issued or made by or on behalf of EPI and
accepted by Service Company, and all Services will be assigned an
applicable work order number to enable specific work to be
properly allocated by project or other appropriate basis.  Work
orders shall be as specific as practicable in defining the
Services requested to be performed and shall set forth the scope
and duration of the Services to be performed pursuant to the
service request.  EPI shall have the right from time to time to
amend, alter or rescind any work order, provided that (i) any
such amendment or alteration which results in a material change
in the scope of the work to be performed or equipment to be
provided is agreed to by Service Company, (ii) the costs for the
Services covered by the work order will include any expense
incurred by Service Company as a direct result of such amendment,
alteration or rescission of the work order, and (iii) no
amendment, alteration or rescission of a work order will release
EPI from liability for all such costs already incurred or
contracted for by Service Company pursuant to the work order,
regardless of whether the work associated with such costs has
been completed.

     6.   Miscellaneous.

     This Agreement shall be binding upon the successors and
assigns of the parties hereto, provided that Service Company
shall not be entitled to assign or subcontract out any of its
obligations under this Agreement or under any purchase order or
service request issued hereunder without the prior written
approval of EPI.  This Agreement shall be construed and enforced
under and in accordance with the laws of the State of Arkansas.
This Agreement may be executed in counterparts, each one of which
when fully executed shall be deemed to have the same dignity,
force and effect as an original.  No provision of this Agreement
shall be deemed waived nor breach of this Agreement consented to
unless such waiver or consent is set forth in writing and
executed by the party hereto making such waiver or consent.




     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their respective corporate names by
their respective Presidents or one of their respective Vice
Presidents as of the day and year first above written.


ENTERGY SERVICES, INC.


By: /s/ C. John Wilder
            C. John Wilder
     Executive Vice President and
       Chief Financial Officer

ENTERGY POWER, INC.


By: /s/Steven C. McNeal
           Steven C. McNeal
     Vice President and Treasurer




                                                        EXHIBIT I

                       ENTERGY POWER, INC.

                      Billing Procedure by
                     Entergy Services, Inc.

I. Introduction

This procedure establishes the guidelines for determining the
cost of Services for billings by Entergy Services, Inc. ("ESI")
to Entergy Power, Inc.  ESI employs a computer based work order
system for the accumulation of costs and the allocation and
billing of those costs to its client companies. These client
companies are primarily the affiliated (Entergy System)
companies.  The current ESI accounting system has been designed
to facilitate compliance with the FERC Uniform System of Accounts
and generally accepted accounting principles.  All bills by ESI
are at cost, plus a charge of five percent (5%) of such cost.

The procedures to be employed in determining costs of Services
performed for Entergy Power, Inc. will follow the procedures
outlined in Exhibit II.

II. Method of Billing Entergy Power, Inc.

All Services performed by ESI for Entergy Power, Inc. will be
accounted for using the automated work order system. Sources of
this system are:

Payroll (time reports)
Accounts Payable (expense accounts and vendor invoices)
General Accounting Journal Entries

Charges for services rendered will be billed at cost plus five
percent (5%) on or before the 15th day of the succeeding month.
All amounts billed will be payable by Entergy Power, Inc. on or
before the 25th day of such month.

III. Billings

Billings of work orders to Entergy Power, Inc. will be made on a
predetermined basis. It is expected that the billings will be 100
percent to Entergy Power, Inc. Should there be instances where
services are jointly provided to other System Companies, costs
will be allocated on an equitable basis and Entergy Power Inc.'s
share of such costs will be subject to an additional five percent
(5%) charge.



                                                       EXHIBIT II

  METHODS OF ALLOCATING COSTS AMONG CLIENT COMPANIES RECEIVING
     SERVICE UNDER THIS AND SIMILAR SERVICE AGREEMENTS WITH
                  ENTERGY SERVICES, INC.  (ESI)

1.        The cost of rendering services by ESI will include all
     costs of doing business including interest on debt but
     excluding a return for the use of ESI's initial equity
     capital amount of $20,000.

2.   (a)  ESI will maintain a separate record of the expenses of
     each department.  The expenses of each department will
     include:

          (i)  those expenses that are directly attributable to such
               department, and

          (ii) an appropriate portion of those office and housekeeping
               expenses that are not directly attributable to a department but
               which are necessary to the operation of such department.

     (b)  Expenses of the department will include salaries and wages
     of employees, including social security taxes, vacations, paid
     absences, sickness, employee disability expenses, and other
     employee welfare expenses, rent and utilities, materials, and
     supplies, depreciation, and all other expenses attributable to
     the department.

     (c)  Departmental expenses will be categorized into one of two
          classes:

          (i)  those expenses which are directly attributable to specific
               services rendered to a Client Company or group of Client
               Companies  (Departmental Direct Costs), and

          (ii) those expenses which are attributable to the overall
               operation of the department and not to a specific service
               provided to Client Companies (Departmental Indirect Costs).

          Departmental Indirect Costs include:

          (l)  Administrative labor costs associated with office and
               general service employees described in Section 3(a).  This would
               include not only the salaries and wages of these employees but
               also other related employment costs described in Section 2(b)
               above.

          (2)  Occupancy costs including rent and utilities.

          (3)  Depreciation.

          (4)  Materials and supplies, telephone use, postage, etc.

          (5)  Other costs attributable to a department.

     (b)  The indirect expenses of the department will not include:

          (i)  those incremental out-of-pocket expenses that are incurred
               for the direct benefit and convenience of a Client Company or a
               group of Client Companies and are to be directly charged to such
               Client Company or group of Client Companies; and

          (ii) ESI's overhead expenses that are attributable to maintaining
               the corporate existence of ESI, franchise and other general
               taxes, and all other incidental overhead expenses including those
               auditing fees and accounting department expenses attributable to
               ESI (Indirect Corporate Costs).

     (e)  ESI will establish annual budgets for controlling the
     expenses of each service department and those expenses
     outlined above in Section 2(d) which are not department
     specific.

3.   (a)  Employees in each department will be divided into two
classes:

          (i)  Those employees rendering service to Client Companies (Class
               A), and

          (ii) Those office and general service employees, such as
               secretaries, stenographers, telephone operators and file clerks,
               who generally assist employees in Class A or render other house-
               keeping services and who are not engaged directly in rendering
               service to a Client Company or a group of Client Companies.  In
               the event that any such office or general service employees are
               assigned to functions that are attributable to services being
               performed for Client Companies, such employees shall be
               reclassified as Class A employees.

     (b)  Expenses set forth in Section 2 above will be separated to
          show:

          (i)  salaries and wages of Class A employees, and

          (ii) all other expenses of the department.

     (b)  Class A employees in each department will maintain a record
          of the time they are employed in rendering service to each Client
          Company or group of Client Companies.  The hourly rate for each
          Class A employee will be determined each month.

4.        (a)  The charge to Client Company or a group of Client
          Companies for a particular service will be the sum of
          the figures derived by multiplying the hours reported
          by each Class A employee in rendering  such service by
          the hourly rate applicable to such employee and other
          direct allocated expenses.

     (b)  Departmental Indirect Costs as defined in Section
          2(c)(ii) will be allocated in proportion to the direct
          salaries and wages charged.

5.   Those expenses of ESI that are not included in the expense
   of a department under Section 2 above will be charged to Client
   Companies receiving service as follows:

     (a)  Incremental out-of-pocket costs incurred for the direct
       benefit and convenience of a Client Company or a group of Client
       Companies will be charged direct to such company or group of
       companies.

     (b)  The Indirect Corporate Costs of ESI referred to above in
       Section 2(d)(ii) will be allocated among the Client Companies in
       the same proportion as the charges to the Client Companies,
       excluding Indirect Corporate Costs.

     (c)  If the method of allocation of Departmental Indirect Costs
       (Section 4(b)), or Indirect Corporate costs (Section 5(b)), would
       result in an inequity because of a change in operation or
       organization of the Client Companies, then ESI may adjust the
       basis to effect an equitable distribution.  Any such change in
       allocation shall be made only after first giving to the
       Commission written notice of such proposed changes not less than
       60 days prior to the proposed effectiveness of any such change.

6. On the basis of the foregoing, monthly bills will
   be rendered to Client Companies.  Billing procedures and
   amounts will be open to audit by Client Company and by any
   regulatory authority having jurisdiction in respect of the
   Client Company.

7. When services are rendered to a group of Client Companies,
   costs of such service shall be allocated equitably among the
   Companies based on the nature and scope of the service
   rendered according to the formulae outlined in Exhibit II,
   Supplement.



                                                       EXHIBIT II
                                                       Supplement


                     ALLOCATION FORMULAE FOR
                   GROUPS OF CLIENT COMPANIES


Note:  Each allocation formula will be based on data relevant to
participating Client Companies to whom the services are provided
and the department providing the service.

ENERGY SALES

Based on total kilowatt-hours of energy sold to consumers.

Used primarily for the allocation of costs associated with the
financial analyses of sales and related items.

CUSTOMERS

Based on a twelve-month average of residential, commercial,
industrial, government, and municipal general business electric
and gas customers.

Used primarily for the allocation of costs associated with the
support of customer based services. Would include customer
service and support, marketing, economic forecasts, environmental
services, financial and regulatory analyses and customer
information systems.

EMPLOYEES

Based on the number of full-time employees at period end.

Used primarily for the allocation of costs associated with the
support of employee-based services. Would include administration
of employee benefits programs, employee communications, employee
training, various facilities-based benefits and information
technology desktop support.

RESPONSIBILITY RATIO

Based on the ratio of the company's load at time of system peak
load.  The peak load is the average of the twelve monthly highest
clock-hour demands in kilowatts of the interconnected system
occurring each month coincident with the system peak load.

Used primarily for the allocation of costs incurred in fossil
plant support and integrated planning.

COMPOSITE - TRANSMISSION. DISTRIBUTION/CUSTOMER SERVICE

Based on four components of equal weighting: kilowatt-hour energy
sales; average customers; number of distribution and customer
service/support employees; and the Transmission/Substation
Composite Allocation Method.

Used primarily for the allocation of costs incurred in the
support of the overall transmission and distribution system of
Entergy's Operating Companies.  These costs are related to sales,
transmission lines or substations, customers or customer
service/support employees.

TRANSMISSION LINE MILES

Based on the number of miles of transmission lines, weighted for
design voltage (Voltage ~ 400kv = 1; Voltage >=400kv =2).

Used primarily for the allocation of costs associated with
project design, maintenance and installation of Entergy
transmission lines.

SUBSTATIONS

Based on the number of high voltage substations weighted for
Voltage (Voltage < 500kv = 1; Voltage >= 500kv = 2).

Used primarily for the allocation of related engineering and
technical support for transmission and distribution substation
operations and maintenance as well as for engineering and project
management associated with substation construction.

COMPOSITE - TRANSMISSION LINES/SUBSTATIONS

Based on two components: Transmission Line Miles (30% weighting)
and the Number of High Voltage Substations (70% weighting).

Used primarily for the allocation of the costs associated with
the support of the transmission and distribution function that
have both a transmission line component as well as a substation
or load component.

GAS CONSUMPTION

Based on the volume of natural gas consumed annually by all gas
fired generating units within the Entergy System.

Used for the allocation of costs associated with services in
support of gas purchased for gas fired generation units.

TAX INCOME AND DEDUCTION RATIO

Based on the prior years' Federal Income Tax return, total Income
and Deductions.

Used for the allocation of costs associated with the preparation
of consolidated Federal income tax returns and research of
Federal tax issues.

LEVEL OF ESI SERVICE

Based on ESI total billings to each System company, excluding
corporate overhead.

Used for the allocation of costs associated with support of ESI
as a legal entity.

SYSTEM CAPACITY (NON-NUCLEAR)

Based on the power level, in kilowatts, that could be achieved if
all non-nuclear generating units were operating at maximum
capability simultaneously.

Used primarily for the allocation of costs associated with the
support of the fossil operations of the System.  This would
include services provided by plant support, environmental and
purchasing.

LABOR DOLLARS BILLED

Based on total labor dollars billed to each company.

Used primarily to allocate the costs associated with employee
benefits plans, payroll taxes, departmental indirect costs and
performance based compensation plans for ESI employees.

DISTRIBUTION LINE MILES

Based on the number of miles of distribution lines of 34.5kv or
less.

Used primarily for the allocation of costs associated with
project design, maintenance and installation of Entergy
distribution lines.

COAL CONSUMPTION

Based on the quantity of tons of coal delivered for a twelve
month period to each coal plant within the Entergy System.

Used for the allocation of costs associated with services in
support of coal purchased for coal generating units

ACCOUNTS PAYABLE TRANSACTIONS

Based on the number of accounts payable transactions processed
annually for each Entergy System Company.

Used for the allocation of costs associated with the support of
the accounts payable function.

SQUARE FOOTAGE

Based on square footage occupied by ESI functional business
units.

Used primarily to allocate the costs associated with facilities
supervision and support.

INSURANCE PREMIUMS (NON-NUCLEAR)

Based on non-nuclear insurance premiums.

Used for the allocation of costs associated with risk management.

ASSET RECORDS

Based on the number of asset records at period end.

Used for the allocation of costs associated with the fixed asset
accounting function.

AVERAGE OUTSTANDING CAPITAL EXPENDITURE AUTHORIZATIONS (CEA'S)

Based on a twelve-month average of outstanding CEA's.

Used for the allocation of costs associated with the capital
project costing accounting function.

TOTAL ASSETS

Based on total assets at period end.

Used primarily to allocate costs associated with the oversight
and safeguarding of corporate assets. This would include services
provided by financial management and certain finance functions,
among others. Also used when the services provided are driven by
the relative size and complexity of the System Companies and
there is no functional relationship between the services and any
other available allocation formula.

BANK ACCOUNTS

Based on the number of bank accounts at period end.

Used for the allocation of costs associated with daily cash
management activities.

COMPUTER USAGE COMPOSITE

Based on three components: Customers (52% weighting), General
Ledger Transactions (29% weighting) and Employees (19%
weighting), with weighting based on historical usage.

Used primarily for the allocation of costs associated with the
mainframe computer, unix servers and related database
administration.

GENERAL LEDGER TRANSACTIONS

Based on the number of general ledger transactions for the
period.

Used primarily for the allocation of costs associated with
general ledger activities, including related information systems,
and for general accounting activities.

CUSTOMERS AND EMPLOYEES COMBINATION

Based on the equal weighting of a twelve-month average of
residential, commercial, industrial, government and municipal
general business electric and gas customers and on the number of
full-time employees at period end.

Used primarily for systems that support both customers and
employees.

FIBER

Based on capacity and use of the Entergy System's fiber optic
network.

Used primarily for the allocation of fiber optic operations and
maintenance expenses.

EX-99

                                                   EXHIBIT B-3(a)

                      AMENDED AND RESTATED
                        SERVICE AGREEMENT
                             BETWEEN
                     ENTERGY ARKANSAS, INC.
                               AND
                    ENTERGY ENTERPRISES, INC.


     THIS AGREEMENT, made and entered into as of June 22, 1999 by
and between Entergy Arkansas, Inc., formerly Arkansas Power &
Light Company, a corporation organized under the laws of the
State of Arkansas (hereinafter sometimes referred to as "EAI")
and Entergy Enterprises, Inc., formerly Electec, Inc., a
corporation organized under the laws of the State of Louisiana
(hereinafter sometimes referred to as "EEI"), amends, restates
and supercedes in its entirety that certain Service Agreement
made and entered into as of February 22, 1984, between EAI and
EEI (the "Original Service Agreement").

                       W I T E S S E T H:

     WHEREAS, EAI and EEI are both subsidiaries of Entergy
Corporation ("Entergy") and, together with Entergy's other direct
and indirect subsidiaries and Entergy, form the Entergy System;
and

     WHEREAS, EAI is organized, staffed and equipped and is
authorized by the Securities and Exchange Commission (the
"Commission"), under Section 13(b) of the Public Utility Holding
Company Act of 1935, as amended (the "Act"), to render to EEI
services as herein provided; and

     WHEREAS, in the course of its operations, EAI has acquired
and will acquire certain properties and other resources; and

     WHEREAS, subject to the provisions set forth herein, EEI is
authorized by orders of the Commission dated July 8, 1993 (HCAR
No. 25848), June 30, 1995 (HCAR No. 26322) and June 22, 1999
(HCAR No.27039) to utilize those services, properties and
resources of EAI, as well as those provided by other companies of
the Entergy System, (i) to conduct preliminary development
activities with respect to potential investments by Entergy in
various energy, energy-related and other non-utility businesses,
(ii) to provide various management, administrative and support
services to certain of its associate companies, (iii) to provide
consulting services to certain of its associate companies and to
non-associate companies, and (iv) to provide , directly or
indirectly, through one or more special purpose subsidiary
companies of Entergy or EEI, power project operations and
maintenance services to non-associate companies and to certain of
its associate companies; and

     WHEREAS, economies and increased efficiencies benefiting the
Entergy System will result from the performance by EAI of
services for EEI and the provision of certain property and
resources to EEI as herein provided; and

     WHEREAS, subject to the terms and conditions herein
described, EAI is willing, upon request by EEI, to render such
services and provide such property and resources to EEI, taking
into consideration the fulfillment of EAI's utility
responsibilities; and

     WHEREAS, pursuant to settlement arrangements entered into by
Entergy with certain of its state and local regulators in 1992
and 1993 (collectively, the "Settlement Agreements"), Entergy has
agreed (subject to the receipt of any requisite Commission
authorization) to implement certain special provisions pertaining
to affiliate transactions between Entergy's Regulated Utilities
and Nonregulated Businesses (each as defined in Article 1 of this
Agreement), including, without limitation, (i) a provision
requiring that any services rendered by Entergy's Regulated
Utilities (including EAI) to its Nonregulated Businesses
(including EEI), be priced at cost plus 5%, and (ii) a provision
modifying the methodology, incorporated in the Original Service
Agreement, for the allocation of profits derived by EEI from its
marketing to non-affiliates of intellectual property developed or
otherwise acquired by Entergy's Regulated Utilities (including
EAI); and

     WHEREAS, by Order dated June 22, 1999 (HCAR No. 27040), the
Commission granted Entergy's application requesting, among other
things, an exemption from the "at cost" requirements of Section
13(b) of the Act to permit implementation of the provision of the
Settlement Agreement requiring that services rendered by EAI to
EEI be rendered at cost plus 5%, and (to the extent
jurisdictional under the Act) implementation of the profit
sharing methodology required under the Settlement Agreements in
connection with the marketing by EEI of EAI developed or acquired
intellectual property; and

     WHEREAS, it is necessary and appropriate to amend the
Original Service Agreement for the purpose, among other things,
of incorporating the above referenced provisions of the
Settlement Agreements.

     NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein, the parties hereto hereby agree as
follows:


     1.   Definitions

     As used hereinafter, the following terms, in addition to
those elsewhere defined in this Agreement, shall have the
following meanings unless the context otherwise requires:

          A.   "Services" shall mean those services described in Articles
     3, 4 and 5 hereof.

          B.   "Non-Affiliate" means any corporation, company, agency,
     government, business, entity or person other than Entergy, a
     direct or indirect subsidiary of Entergy, or a person employed by
     Entergy or any of such subsidiaries.

          C.   "Intellectual Property" means any process, program or
     technique which is protected by the copyright, patent or
     trademark laws, or by virtue of being a trade secret, and which
     has been specifically and knowingly incorporated into, exhibited
     in, or reduced to a tangible writing, drawing, manual, computer
     program, product or similar manifestation or thing.

          D.   "Regulated Utilities" means Entergy Gulf States, Inc.,
     Entergy Louisiana, Inc., Entergy New Orleans, Inc., Entergy
     Mississippi, Inc., Entergy Services, Inc., System Energy
     Resources, Inc., Entergy Operations Inc., System Fuels, Inc. and
     EAI and such other similar subsidiaries as Entergy shall 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 services thereto.

           E. "Nonregulated Businesses" means Entergy Power,
     Inc., Entergy Enterprises, Inc. and such other subsidiaries
     and affiliates as Entergy shall create that are not domestic
     regulated electric or combination electric and gas utilities
     primarily engaged in the business of selling electric energy
     or natural gas at retail or wholesale to affiliates or are
     not primarily engaged in the business of providing services
     or goods to regulated electric or combination electric and
     gas utility affiliates.


     2.   Agreement to Furnish Services

          A.   Upon its receipt of EEI's work order or other request
     therefor, EAI will, if it has or can have available the personnel
     and resources needed to fill the work order or request, furnish
     to EEI upon the terms and conditions hereinafter set forth such
     of the Services, at such times, for such periods and in such
     manner as EEI may from time to time request; provided, however,
     that the determination of whether EAI has the available personnel
     and resources to perform in accordance with the work order or
     request will be entirely within the discretion of EAI, and EAI
     may at its option elect not to perform any requested Service,
     except that, once having agreed to perform pursuant to a work
     order or request, EAI cannot withdraw or depart from such
     performance without the consent of EEI. In making its
     determination as to the availability of personnel and resources,
     EAI may consider whether the use thereof by EEI will interfere
     with its own use of such personnel and resources.

          B.   The provision of Services by EAI pursuant to this Agreement
     shall in all cases and notwithstanding anything herein contained
     to the contrary be subject to any limitations contained in
     authorizations, rules or regulations of those governmental
     agencies, if any, having jurisdiction over EAI, EEI, or such
     provision of Services.


     3.   Description of Services

     The services which may be provided by EAI hereunder are
described as follows:

          A.   EWGs, FUCOs, Qualifying Facilities, etc. Advise and assist
     EEI regarding possible investment and participation in, and
     related activities with respect to, (i) "exempt wholesale
     generators" and "foreign utility companies," as such terms are
     defined in Section 32 and 33 of the Act, respectively,
     (ii)"qualifying facilities," including certain cogeneration
     facilities and small power production facilities, as such terms
     are defined under the Public Utility Regulatory Policies Act of
     1978 and the rules and regulations promulgated thereunder by the
     Federal Energy Regulatory Commission, and (iii) other non-exempt
     electric generating facilities.

          B.   Development of Other Business Enterprises. Advise and assist
     EEI in the investigation of other business enterprises, and the
     development of such other business enterprises as are approved by
     the Commission or otherwise are permitted under the Act.

          C.   General Engineering. Perform general engineering work,
     including system production and transmission studies; prepare and
     analyze apparatus specifications, distribution studies and
     standards, civil engineering and hydraulic studies and problems,
     and fuel supply studies; and advise and assist in connection with
     analyses of operations and operating and construction budgets.

          D.   Design Engineering. Perform detailed design work as
     requested by EEI.

          E.   Accounting and Statistical. Advise and assist EEI in
     connection with the installation of accounting systems and
     similar problems, requirements of regulatory bodies with respect
     to accounting, studies of accounting procedures and practices to
     improve efficiency, book entries resulting from unusual financial
     transactions, internal audits, employment of independent
     auditors, preparation and analyses of financial and operating
     reports and other statistical matters relating to EEI or its
     customers, preparation of reports to regulatory commissions,
     insurance companies and others, standardization of accounting and
     statistical forms in the interest of economy, and other
     accounting and statistical matters.

          F.   Budgeting. Advise and assist EEI in matters involving the
     preparation and development of capital and operating budgets,
     cash and cost forecasts, and budgetary controls.

          G.   Business Promotion and Public Relations.  Advise and assist
     EEI in the development of marketing and sales programs, in the
     preparation and use of advertising and sales materials, and in
     the determination and carrying out of promotional programs.

          H.   Systems and Procedures. Advise and assist EEI in the
     establishment of good operating practices and methods of
     procedure, the standardization of forms, the purchase, rental and
     use of mechanical and electronic data processing, computing and
     communications equipment, in conducting economic research and
     planning and in the development of special economic studies.

          I.   Access to and Use of Resources. Subject to those conditions
     with respect to EAI's discretion not to perform any requested
     Service set forth in Article 2A, make available to EEI in the
     conduct of its business and/or, to the extent necessary or
     appropriate as required in the performance of its services to its
     customers access to, use of, or rights in all EAI's resources,
     including facilities, products, processes, techniques, computer
     hardware and software, technical information, training aids and
     properties, vehicles, equipment, machines and other property,
     whether owned, leased, licensed or otherwise available to EAI.

          J.   Training. Assist EEI in providing training to personnel of
     EEI or its customers; develop and make available training
     procedures, materials and facilities, and provide instructors.

          K.   General. Make available services in the areas of
     construction planning and supervision, design, management
     programs, quality assurance, licensing matters, research and
     development, and communications systems and procedures.

          L.   Other Services. Render advice and assistance in connection
     with such other matters as EEI may request and EAI may be able to
     perform with respect to EEI's business and operations.


     4.   Provision of Personnel

     Where specifically requested by EEI, EAI may loan its
employees to EEI. In that event, such loaned employees will be
under the sole supervision and control of EEI for such period or
periods of time as are necessary to complete the work to be
performed by such employees. Such employees may be withdrawn by
EAI from tasks assigned by EEI only with the consent of EEI. EEI
will be responsible for the actions and activities of such
employees while engaged in the performance of the work to the
same degree as though such persons were employees of EEI.
However, as part of Services, EAI during periods when such
employees are loaned to EEI will continue to provide to, and with
respect to such employees those same payroll, pension, savings,
tax withholding, Social Security, unemployment, bookkeeping and
other personnel support services then being utilized by EAI in
connection with compensating and benefiting such employees.


     5.   Exchange of Intellectual Property

          A.   Should EEI in the course of its business develop
     Intellectual Property, it will make such Intellectual Property
     available for utilization by EAI without charge (except the
     actual expenses incurred by EEI in connection with making such
     new Intellectual Property available to EAI); provided, however,
     that such availability shall be dependent upon and subject to any
     contractual commitments of EEI to Non-Affiliates, applicable laws
     and regulations, and the legal rights and entitlements of others.

          B.   As part of the Services, EAI will make available to EEI for
     utilization by it all Intellectual Property heretofore or
     hereafter developed or obtained by EAI without charge (except for
     the actual expenses incurred by EAI in making the same available
     to EEI, and except as otherwise provided in Article 8 below);
     provided, however, that such availability shall be dependent upon
     and subject to any contractual commitments of EAI to Non-
     Affiliates, applicable laws and regulations, and the legal rights
     and entitlements of others.


     6.   Compensation of EAI

     As compensation for Services actually requested by EEI and
rendered to it by EAI, EEI hereby agrees to pay to EAI (except as
described in Article 5B) an amount equal to (a) all costs
properly chargeable or allocable thereto, as controlled through a
work order procedure, computed in accordance with applicable
rules and regulations (including, but not limited to, Rules 90
and 91) under the Act and appropriate accounting standards, plus
(b) a charge of five percent (5%) of such costs.  Such costs
shall be determined as outlined on Exhibit A attached hereto and
incorporated herein by reference.

     7.   Work Orders

     The Services will be performed in accordance with work
orders or requests issued or made by or on behalf of EEI and
accepted by EAI, and all Services will be assigned an applicable
work order number to enable specific work to be properly
allocated by project or other appropriate basis.  Work Orders
shall be as specific as practicable in defining the Services
requested to be performed and will set forth the scope and
duration of the Services to be performed and the specific
employees to be loaned to EEI pursuant to the work order.  EEI
shall have the right from time to time to amend, alter or rescind
any work order, provided that (i) any such amendment or
alteration which results in a material change in the scope of the
work to be performed or equipment to be provided is agreed to by
EAI; (ii) the costs for the Services covered by the work order
will include any expense incurred by EAI as a direct result of
such amendment, alteration or rescission of the work order; and
(iii) no amendment, alteration or rescission of a work order will
release EEI from liability for all such costs already incurred or
contracted for by EAI pursuant to the work order, regardless of
whether the work associated with such costs is discontinued by
such amendment, alteration or rescission.


     8.   Disposition of Intellectual Property

     In the event EEI with the express written consent of EAI
markets to Non-Affiliates Intellectual Property heretofore or
hereafter developed or otherwise acquired by EAI for its own use,
and such Intellectual Property is actually used by EAI, all
profits derived by EEI from such marketing transactions shall be
divided equally by EAI and EEI, after deducting all of EEI's
incremental costs associated with making the Intellectual
Property available for sale, including the cost of marketing such
Intellectual Property; provided, however, that in the event any
Intellectual Property developed or otherwise acquired by EAI for
its own use is not actually so used, and is subsequently marketed
by EEI to Non-Affiliates, EEI shall fully reimburse EAI for all
of its costs incurred to develop or otherwise acquire such
Intellectual Property before any profits derived from its
marketing of such Intellectual Property shall be so divided.


     9.   Limitation of Liability and Indemnification

     In performing the Services hereunder (except to the extent
such Services are being performed by employees loaned to and
under the supervision of EEI), EAI will exercise due care to
assure that the Services are performed in a workmanlike manner,
meet the standards and specifications set forth in the applicable
work order or request with respect to such Services, and comply
with applicable standards of law and regulation.  However,
failure to meet these obligations shall in no event subject EAI
to any claims or liabilities other than to reperform the work and
be compensated in accordance with this Agreement for such
reperformance such that it fully complies with the work order,
request or standard, as the case may be.  EAI makes no other
warranty with respect to its performance of the Services, and EEI
agrees to accept such Services without further warranty of any
nature.  EEI shall and does hereby indemnify and agree to save
harmless and defend EAI from liabilities, taxes, losses,
obligations, claims, damages, penalties, causes of action, suits,
costs and expenses or judgments of any nature, on account of, or
resulting from: (i) injuries to or the death of any person; (ii)
damage to or loss of any property; (iii) any alleged or actual
violation of law, court order, or governmental agency rule or
regulation committed by or existing with respect to EEI or its
employees, agents or subcontractors; (iv) any alleged or actual
breaches of contract by EEI; (v) any claims by or on account of
any employee, agent or subcontractor of EEI; (vi) services or
labor performed, labor force, materials, provisions or supplies
furnished or allegedly contracted for by or on behalf of EEI, its
employees, agents or subcontractors; and/or (vii) other damages;
which, in all cases, are attributable to or arise out of the
performance and prosecution of any project or work performed by
or on behalf of EEI, whether or not the same results or allegedly
results from the claimed or actual negligence or breach of
warranty of, or breach of contract or willful conduct by, EEI or
of its employees, agents or contractors or its or their
subcontractors or any combination thereof.


     10.  Miscellaneous

     This Agreement shall be binding upon the successors and
assigns of the parties hereto, provided that EAI shall not be
entitled to assign or subcontract out any of its obligations
under this Agreement or under any purchase order or work order
issued hereunder without the prior written approval of EEI.  This
Agreement may not be modified or amended in any respect except in
writing executed by the parties hereto.  This Agreement shall be
construed and enforced under and in accordance with the laws of
the State of Louisiana.  This Agreement may be executed in
counterparts, each one of which when fully executed shall be
deemed to have the same dignity, force and effect as an original.
No provision of this Agreement shall be deemed waived nor breach
of this Agreement consented to unless such waiver or consent is
set forth in writing and executed by the party hereto making such
waiver or consent.

          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their respective corporate names by
their respective Presidents or one of their respective Vice
Presidents as of the day and year first above written.



ENTERGY ARKANSAS, INC.


By:   /s/ C. John Wilder
            C. John Wilder
     Executive Vice President and
       Chief Financial Officer


ENTERGY ENTERPRISES, INC.


By:    /s/ Steven C. McNeal
           Steven C. McNeal
     Vice President and Treasurer



                                                        EXHIBIT A

                    ENTERGY ENTERPRISES, INC.

     Accounting/Billing Procedures by Entergy Arkansas, Inc.

I.   Introduction

This procedure establishes the guidelines for determining the
cost of Services for, and billings by, Entergy Arkansas, Inc.
(EAI) to Entergy Enterprises, Inc. (EEI).  These billings will
include direct and indirect costs normally incurred by EAI in its
operations, plus a charge of five percent (5%) of the total of
such costs.  Revenues and costs related to these billings will be
recorded in the accounting records of EAI in accordance with
generally accepted accounting principles and FERC guidelines.

The procedures to be employed in determining costs for Services
performed for EEI, and rendering billing for such Services, will
closely follow the procedures used to bill other System Companies
for work performed.

II.  Method of Billings

Each Service provided by EAI is accounted for using a job order
system. Direct costs charged to each job will be made using the
current accounting system's source documents (time reports,
expense accounts, journal entries, vendor invoices).  Charges for
Services (including the cost of Services plus the 5% adder) will
be billed on a monthly basis.  All amounts will be payable in
accordance with agreed upon procedures between EAI and EEI.

III. Calculation of Cost

The cost of Services provided to EEI will be calculated, based on
individual projects or jobs, according to the following
guidelines:

     A.   Labor

          Labor costs billed for Services provided include
          salaries and related direct labor costs for employees.

               1.   Direct Labor

                    Direct labor costs will be based on actual
                    gross wage rates of employees assigned to
                    perform services multiplied by the actual
                    number of hours actually worked. These direct
                    labor hours will be recorded on time reports.
                                                        EXHIBIT A

               2.   Indirect Labor Off-Duty Wages and Benefits

                    A labor overhead rate (calculated annually)
                    will be applied to each direct labor hour for
                    the following:

                         Vacations
                         Holidays
                         Sick
                         Off-duty time
                         Pensions
                         Savings plan
                         Insurance
                         Salary related taxes (FICA, FUTA, SUTA,
                    etc)
                         All other employee benefits and salary
                    taxes

     B.   Employee Travel, Subsistence and Other Related Expenses

          It is likely in the normal course of providing Services
          to EEI that travel, meals, lodging and related expenses
          will be incurred. Such expenses will be accumulated at
          cost on an expense account form.

     C.   Vehicle and Equipment Usage

          When vehicles or equipment are used by EAI in the
          course of providing services, a standard rate (miles or
          hours) by vehicle or equipment class will be applied to
          recover all costs of operation of the vehicle or
          equipment.

     D.   Materials

          The cost of materials purchased by EAI in connection
          with direct services rendered will be determined based
          on the total net purchase price plus applicable stores
          overheads and taxes.

     E.   Administrative and Engineering Overheads

          An overhead rate will be applied to total expenses in
          items A-D above to compensate for indirect
          administrative and engineering overheads.

EX-99

                                                   EXHIBIT B-3(b)

                      AMENDED AND RESTATED
                        SERVICE AGREEMENT
                             BETWEEN
                     ENTERGY LOUISIANA, INC.
                               AND
                    ENTERGY ENTERPRISES, INC.


     THIS AGREEMENT, made and entered into as of June 22, 1999 by
and between Entergy Louisiana, Inc., formerly Louisiana Power &
Light Company, a corporation organized under the laws of the
State of Louisiana (hereinafter sometimes referred to as "ELI")
and Entergy Enterprises, Inc., formerly Electec, Inc., a
corporation organized under the laws of the State of Louisiana
(hereinafter sometimes referred to as "EEI"), amends, restates
and supercedes in its entirety that certain Service Agreement
made and entered into as of February 23, 1984, between ELI and
EEI (the "Original Service Agreement").

                       W I T E S S E T H:

     WHEREAS, ELI and EEI are both subsidiaries of Entergy
Corporation ("Entergy") and, together with Entergy's other direct
and indirect subsidiaries and Entergy, form the Entergy System;
and

     WHEREAS, ELI is organized, staffed and equipped and is
authorized by the Securities and Exchange Commission (the
"Commission"), under Section 13(b) of the Public Utility Holding
Company Act of 1935, as amended (the "Act"), to render to EEI
services as herein provided; and

     WHEREAS, in the course of its operations, ELI has acquired
and will acquire certain properties and other resources; and

     WHEREAS, subject to the provisions set forth herein, EEI is
authorized by orders of the Commission dated July 8, 1993 (HCAR
No. 25848), June 30, 1995 (HCAR No. 26322) and June 22, 1999
(HCAR No. 27039)  to utilize those services, properties and
resources of ELI, as well as those provided by other companies of
the Entergy System, (i) to conduct preliminary development
activities with respect to potential investments by Entergy in
various energy, energy-related and other non-utility businesses,
(ii) to provide various management, administrative and support
services to certain of its associate companies, (iii) to provide
consulting services to certain of its associate companies and to
non-associate companies, and (iv) to provide , directly or
indirectly, through one or more special purpose subsidiary
companies of Entergy or EEI, power project operations and
maintenance services to non-associate companies and to certain of
its associate companies; and

     WHEREAS, economies and increased efficiencies benefiting the
Entergy System will result from the performance by ELI of
services for EEI and the provision of certain property and
resources to EEI as herein provided; and

     WHEREAS, subject to the terms and conditions herein
described, ELI is willing, upon request by EEI, to render such
services and provide such property and resources to EEI, taking
into consideration the fulfillment of ELI's utility
responsibilities; and

     WHEREAS, pursuant to settlement arrangements entered into by
Entergy with certain of its state and local regulators in 1992
and 1993 (collectively, the "Settlement Agreements"), Entergy has
agreed (subject to the receipt of any requisite Commission
authorization) to implement certain special provisions pertaining
to affiliate transactions between Entergy's Regulated Utilities
and Nonregulated Businesses (each as defined in Article 1 of this
Agreement), including, without limitation, (i) a provision
requiring that any services rendered by Entergy's Regulated
Utilities (including ELI) to Nonregulated Businesses (including
EEI), be priced at cost plus 5%, and (ii) a provision modifying
the methodology incorporated in the Original Service Agreement
for the allocation of profits derived by EEI from its marketing
to non-affiliates of intellectual property developed or otherwise
acquired by Entergy's Regulated Utilities (including ELI); and

     WHEREAS, by Order dated June 22, 1999 (HCAR No. 27040), the
Commission granted Entergy's application requesting, among other
things, an exemption from the "at cost" requirements of Section
13(b) of the Act to permit implementation of the provision of the
Settlement Agreement requiring that services rendered by ELI to
EEI be rendered at cost plus 5%, and (to the extent
jurisdictional under the Act) implementation of the profit
sharing methodology required under the Settlement Agreements in
connection with the marketing by EEI of ELI developed or acquired
intellectual property; and

     WHEREAS, it is necessary and appropriate the Original
Service Agreement be amended and restated for the purpose, among
other things, of incorporating the above referenced provisions of
the Settlement Agreements.

     NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein, the parties hereto hereby agree as
follows:


     1.   Definitions

     As used hereinafter, the following terms, in addition to
those elsewhere defined in this Agreement, shall have the
following meanings unless the context otherwise requires:

          A.   "Services" shall mean those services described in Articles
     3, 4 and 5 hereof.

          B.   "Non-Affiliate" means any corporation, company, agency,
     government, business, entity or person other than Entergy, a
     direct or indirect subsidiary of Entergy, or a person employed by
     Entergy or any of such subsidiaries.

          C.   "Intellectual Property" means any process, program or
     technique which is protected by the copyright, patent or
     trademark laws, or by virtue of being a trade secret, and which
     has been specifically and knowingly incorporated into, exhibited
     in, or reduced to a tangible writing, drawing, manual, computer
     program, product or similar manifestation or thing.

          D.   "Regulated Utilities" means Entergy Arkansas, Inc., Entergy
     Gulf States, Inc., Entergy New Orleans, Inc., Entergy
     Mississippi, Inc., Entergy Services, Inc., System Energy
     Resources, Inc., Entergy Operations Inc., System Fuels, Inc. and
     ELI and such other similar subsidiaries as Entergy shall 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 services thereto.

          E.   "Nonregulated Businesses" means Entergy Power, Inc., Entergy
     Enterprises, Inc. and such other subsidiaries and affiliates as
     Entergy shall create that are not domestic regulated electric or
     combination electric and gas utilities primarily engaged in the
     business of selling electric energy or natural gas at retail or
     wholesale to affiliates or are not primarily engaged in the
     business of providing services or goods to regulated electric or
     combination electric and gas utility affiliates.


     2.   Agreement to Furnish Services

          A.   Upon its receipt of EEI's work order or other request
     therefor, ELI will, if it has or can have available the personnel
     and resources needed to fill the work order or request, furnish
     to EEI upon the terms and conditions hereinafter set forth such
     of the Services, at such times, for such periods and in such
     manner as EEI may from time to time request; provided, however,
     that the determination of whether ELI has the available personnel
     and resources to perform in accordance with the work order or
     request will be entirely within the discretion of ELI, and ELI
     may at its option elect not to perform any requested Service,
     except that, once having agreed to perform pursuant to a work
     order or request, ELI cannot withdraw or depart from such
     performance without the consent of EEI. In making its
     determination as to the availability of personnel and resources,
     ELI may consider whether the use thereof by EEI will interfere
     with its own use of such personnel and resources.

          B.   The provision of Services by ELI pursuant to this Agreement
     shall in all cases and notwithstanding anything herein contained
     to the contrary be subject to any limitations contained in
     authorizations, rules or regulations of those governmental
     agencies, if any, having jurisdiction over ELI, EEI, or such
     provision of Services.


     3.   Description of Services

     The services which may be provided by ELI hereunder are
described as follows:

          A.   EWGs, FUCOs, Qualifying Facilities, Etc.. Advise and assist
     EEI in regarding possible investment and participation in, and
     related activities with respect to, (i) "exempt wholesale
     generators" and "foreign utility companies," as such terms are
     defined in Section 32 and 33, respectively, of the Act,
     (ii)"qualifying facilities," including certain cogeneration
     facilities and small power production facilities, as such terms
     are defined under the Public Utility Regulatory Policies Act of
     1978 and the rules and regulations promulgated thereunder by the
     Federal Energy Regulatory Commission and (iii) other non-exempt
     electric generating facilities.

          B.   Development of Other Business Enterprises. Advise and assist
     EEI in the investigation of other business enterprises, and the
     development of such other business enterprises as are approved by
     the Commission or otherwise are permitted under the Act.

          C.   General Engineering. Perform general engineering work,
     including system production and transmission studies; prepare and
     analyze apparatus specifications, distribution studies and
     standards, civil engineering and hydraulic studies and problems,
     and fuel supply studies; and advise and assist in connection with
     analyses of operations and operating and construction budgets.

          D.   Design Engineering. Perform detailed design work as
     requested by EEI.

          E.   Accounting and Statistical. Advise and assist EEI in
     connection with the installation of accounting systems and
     similar problems, requirements of regulatory bodies with respect
     to accounting, studies of accounting procedures and practices to
     improve efficiency, book entries resulting from unusual financial
     transactions, internal audits, employment of independent
     auditors, preparation and analyses of financial and operating
     reports and other statistical matters relating to EEI or its
     customers, preparation of reports to regulatory commissions,
     insurance companies and others, standardization of accounting and
     statistical forms in the interest of economy, and other
     accounting and statistical matters.

          F.   Budgeting. Advise and assist EEI in matters involving the
     preparation and development of capital and operating budgets,
     cash and cost forecasts, and budgetary controls.

          G.   Business Promotion and Public Relations.  Advise and assist
     EEI in the development of marketing and sales programs, in the
     preparation and use of advertising and sales materials, and in
     the determination and carrying out of promotional programs.

          H.   Systems and Procedures. Advise and assist EEI in the
     establishment of good operating practices and methods of
     procedure, the standardization of forms, the purchase, rental and
     use of mechanical and electronic data processing, computing and
     communications equipment, in conducting economic research and
     planning and in the development of special economic studies.

          I.   Access to and Use of Resources. Subject to those conditions
     with respect to ELI's discretion not to perform any requested
     Service set forth in Article 2A, make available to EEI in the
     conduct of its business and/or, to the extent necessary or
     appropriate as required in the performance of its services to its
     customers access to, use of, or rights in all ELI's resources,
     including facilities, products, processes, techniques, computer
     hardware and software, technical information, training aids and
     properties, vehicles, equipment, machines and other property,
     whether owned, leased, licensed or otherwise available  to, ELI.

          J.   Training. Assist EEI in providing training to personnel of
     EEI or its customers; develop and make available training
     procedures, materials and facilities, and provide instructors.

          K.   General. Make available services in the areas of
     construction planning and supervision, design, management
     programs, quality assurance, licensing matters, research and
     development, and communications systems and procedures.

          L.   Other Services. Render advice and assistance in connection
     with such other matters as EEI may request and ELI may be able to
     perform with respect to EEI's business and operations.


     4.   Provision of Personnel

     Where specifically requested by EEI, ELI may loan its
employees to EEI. In that event, such loaned employees will be
under the sole supervision and control of EEI for such period or
periods of time as are necessary to complete the work to be
performed by such employees.  Such employees may be withdrawn by
ELI from tasks assigned by EEI only with the consent of EEI. EEI
will be responsible for the actions and activities of such
employees while engaged in the performance of the work to the
same degree as though such persons were employees of EEI.
However, as part of Services, ELI during periods when such
employees are loaned to EEI will continue to provide to, and with
respect to such employees those same payroll, pension, savings,
tax withholding, Social Security, unemployment, bookkeeping and
other personnel support services then being utilized by ELI in
connection with compensating and benefiting such employees.


     5.   Exchange of Intellectual Property

          A.   Should EEI in the course of its business develop
     Intellectual Property, it will make such Intellectual Property
     available for utilization by ELI without charge (except the
     actual expenses incurred by EEI in connection with making such
     new Intellectual Property available to ELI);provided, however,
     that such availability shall be dependent upon and subject to any
     contractual commitments of EEI to Non-Affiliates, applicable laws
     and regulations, and the legal rights and entitlements of others.

          B.   As part of the Services, ELI will make available to EEI for
     utilization by it all Intellectual Property heretofore or
     hereafter developed or obtained by ELI without charge (except for
     the actual expenses incurred by ELI in making the same available
     to EEI, and except as otherwise provided in Article 8 below);
     provided, however, that such availability shall be dependent upon
     and subject to any contractual commitments of ELI to Non-
     Affiliates, applicable laws and regulations, and the legal rights
     and entitlements of others.


     6.   Compensation of ELI

     As compensation for Services actually requested by EEI and
rendered to it by ELI, EEI hereby agrees to pay to ELI (except as
described in Article 5B) an amount equal to (a) all costs
properly chargeable or allocable thereto, as controlled through a
work order procedure, computed in accordance with applicable
rules and regulations (including, but not limited to, Rules 90
and 91) under the Act and appropriate accounting standards, plus
(b) a charge of five percent (5%) of such costs.  Such costs
shall be determined as outlined on Exhibit A attached hereto and
incorporated herein by reference.


     7.   Work Orders

     The Services will be performed in accordance with work
orders or requests issued or made by or on behalf of EEI and
accepted by ELI, and all Services will be assigned an applicable
work order number to enable specific work to be properly
allocated by project or other appropriate basis.  Work orders
shall be as specific as practicable in defining the Services
requested to be performed and will set forth the scope and
duration of the Services to be performed and the specific
employees to be loaned to EEI pursuant to the work order.  EEI
shall have the right from time to time to amend, alter or rescind
any work order, provided that (i) any such amendment or
alteration which results in a material change in the scope of the
work to be performed or equipment to be provided is agreed to by
ELI; (ii) the costs for the Services covered by the work order
will include any expense incurred by ELI as a direct result of
such amendment, alteration or rescission of the work order; and
(iii) no amendment, alteration or rescission of a work order will
release EEI from liability for all such costs already incurred or
contracted for by ELI pursuant to the work order, regardless of
whether the work associated with such costs is discontinued by
such amendment, alteration or rescission.


     8.   Disposition of Intellectual Property

     In the event EEI with the express written consent of ELI
markets to Non-Affiliates Intellectual Property heretofore or
hereafter developed or otherwise acquired by ELI for its own use,
and such Intellectual Property is actually used by ELI, all
profits derived by EEI from such marketing transactions shall be
divided equally by ELI and EEI, after deducting all of EEI's
incremental costs associated with making the Intellectual
Property available for sale, including the cost of marketing such
Intellectual Property; provided, however, that in the event any
Intellectual Property developed or otherwise acquired by ELI for
its own use is not actually so used, and is subsequently marketed
by EEI to Non-Affiliates, EEI shall fully reimburse ELI for all
of its costs incurred to develop or otherwise acquire such
Intellectual Property before any profits derived from its
marketing of such Intellectual Property shall be so divided.


     9.   Limitation of Liability and Indemnification

     In performing the Services hereunder (except to the extent
such Services are being performed by employees loaned to and
under the supervision of EEI), ELI will exercise due care to
assure that the Services are performed in a workmanlike manner,
meet the standards and specifications set forth in the applicable
work order or request with respect to such Services, and comply
with applicable standards of law and regulation.  However,
failure to meet these obligations shall in no event subject ELI
to any claims or liabilities other than to reperform the work and
be compensated in accordance with this Agreement for such
reperformance such that it fully complies with the work order,
request or standard, as the case may be.  ELI makes no other
warranty with respect to its performance of the Services, and EEI
agrees to accept such Services without further warranty of any
nature.  EEI shall and does hereby indemnify and agree to save
harmless and defend ELI from liabilities, taxes, losses,
obligations, claims, damages, penalties, causes of action, suits,
costs and expenses or judgments of any nature, on account of, or
resulting from: (i) injuries to or the death of any person; (ii)
damage to or loss of any property; (iii) any alleged or actual
violation of law, court order, or governmental agency rule or
regulation committed by or existing with respect to EEI or its
employees, agents or subcontractors; (iv) any alleged or actual
breaches of contract by EEI; (v) any claims by or on account of
any employee, agent or subcontractor of EEI; (vi) services or
labor performed, labor force, materials, provisions or supplies
furnished or allegedly contracted for by or on behalf of EEI, its
employees, agents or subcontractors; and/or (vii) other damages;
which, in all cases, are attributable to or arise out of the
performance and prosecution of any project or work performed by
or on behalf of EEI, whether or not the same results or allegedly
results from the claimed or actual negligence or breach of
warranty of, or breach of contract or willful conduct by, EEI or
of its employees, agents or contractors or its or their
subcontractors or any combination thereof.


     10.  Miscellaneous

     This Agreement shall be binding upon the successors and
assigns of the parties hereto, provided that ELI shall not be
entitled to assign or subcontract out any of its obligations
under this Agreement or under any purchase order or work order
issued hereunder without the prior written approval of EEI.  This
Agreement may not be modified or amended in any respect except in
writing executed by the parties hereto.  This Agreement shall be
construed and enforced under and in accordance with the laws of
the State of Louisiana.  This Agreement may be executed in
counterparts, each one of which when fully executed shall be
deemed to have the same dignity, force and effect as an original.
No provision of this Agreement shall be deemed waived nor breach
of this Agreement consented to unless such waiver or consent is
set forth in writing and executed by the party hereto making such
waiver or consent.




          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their respective corporate names by
their respective Presidents or one of their respective Vice
Presidents as of the day and year first above written.

ENTERGY LOUISIANA, INC.


By: /s/ C. John Wilder
            C. John Wilder
     Executive Vice President and
       Chief Financial Officer

ENTERGY ENTERPRISES, INC.


By: /s/ Steven C. McNeal
           Steven C. McNeal
     Vice President and Treasurer



                                                        EXHIBIT A

                    ENTERGY ENTERPRISES, INC.

    Accounting/Billing Procedures by Entergy Louisiana, Inc.

I.   Introduction

This procedure establishes the guidelines for determining the
cost of Services for, and billings by, Entergy Louisiana, Inc.
(ELI) to Entergy Enterprises, Inc. (EEI).  These billings will
include direct and indirect costs normally incurred by ELI in its
operations, plus a charge of five percent (5%) of the total of
such costs.  Revenues and costs related to these billings will be
recorded in the accounting records of ELI in accordance with
generally accepted accounting principles and FERC guidelines.

The procedures to be employed in determining costs for Services
performed for EEI, and rendering billing for such Services, will
closely follow the procedures used to bill other System Companies
for work performed.

II.  Method of Billings

Each Service provided by ELI is accounted for using a job order
system.  Direct costs charged to each job will be made using the
current accounting system's source documents (time reports,
expense accounts, journal entries, vendor invoices).  Charges for
Services (including the cost of Services plus the 5% adder) will
be billed on a monthly basis.  All amounts will be payable in
accordance with agreed upon procedures between ELI and EEI.

III. Calculation of Cost

The cost of Services provided to EEI will be calculated, based on
individual projects or jobs, according to the following
guidelines:

     A.   Labor

          Labor costs billed for Services provided include
          salaries and related direct labor costs for employees.

               1.   Direct Labor

                    Direct labor costs will be based on actual
                    gross wage rates of employees assigned to
                    perform services multiplied by the actual
                    number of hours actually worked. These direct
                    labor hours will be recorded on time reports.



               2.   Indirect Labor Off-Duty Wages and Benefits

                    A labor overhead rate (calculated annually)
                    will be applied to each direct labor hour for
                    the following:

                         Vacations
                         Holidays
                         Sick
                         Off-duty time
                         Pensions
                         Savings plan
                         Insurance
                         Salary related taxes (FICA, FUTA, SUTA, etc)
                         All other employee benefits and salary taxes

     B.   Employee Travel, Subsistence and Other Related Expenses

          It is likely in the normal course of providing Services
          to EEI that travel, meals, lodging and related expenses
          will be incurred. Such expenses will be accumulated at
          cost on an expense account form.

     C.   Vehicle and Equipment Usage

          When vehicles or equipment are used by ELI in the
          course of providing services, a standard rate (miles or
          hours) by vehicle or equipment class will be applied to
          recover all costs of operation of the vehicle or
          equipment.

     D.   Materials

          The cost of materials purchased by ELI in connection
          with direct services rendered will be determined based
          on the total net purchase price of such materials, plus
          applicable stores overheads and taxes.

     E.   Administrative and Engineering Overheads

          An overhead rate will be applied to total expenses in
          items A-D above to compensate for indirect
          administrative and engineering overheads.

EX-99

                                                   EXHIBIT B-3(c)

                      AMENDED AND RESTATED
                        SERVICE AGREEMENT
                             BETWEEN
                    ENTERGY MISSISSIPPI, INC.
                               AND
                    ENTERGY ENTERPRISES, INC.


     THIS AGREEMENT, made and entered into as of June 22, 1999 by
and between Entergy Mississippi, Inc., formerly Mississippi Power
& Light Company, a corporation organized under the laws of the
State of Mississippi (hereinafter sometimes referred to as "EMI")
and Entergy Enterprises, Inc., formerly Electec, Inc., a
corporation organized under the laws of the State of Louisiana
(hereinafter sometimes referred to as "EEI"), amends, restates
and supercedes in its entirety that certain Service Agreement
made and entered into as of February 22, 1984, between EMI and
EEI (the "Original Service Agreement").

                       W I T E S S E T H:

     WHEREAS, EMI and EEI are both subsidiaries of Entergy
Corporation ("Entergy") and, together with Entergy's other direct
and indirect subsidiaries and Entergy, form the Entergy System;
and

     WHEREAS, EMI is organized, staffed and equipped and is
authorized by the Securities and Exchange Commission (the
"Commission"), under Section 13(b) of the Public Utility Holding
Company Act of 1935, as amended (the "Act"), to render to EEI
services as herein provided; and

     WHEREAS, in the course of its operations, EMI has acquired
and will acquire certain properties and other resources; and

     WHEREAS, subject to the provisions set forth herein, EEI is
authorized by orders of the Commission dated July 8, 1993 (HCAR
No. 25848), June 30, 1995 (HCAR No. 26322) and June 22, 1999
(HCAR No. 27039) to utilize those services, properties and
resources of EMI, as well as those provided by other companies of
the Entergy System, (i) to conduct preliminary development
activities with respect to potential investments by Entergy in
various energy, energy-related and other non-utility businesses,
(ii) to provide various management, administrative and support
services to certain of its associate companies, (iii) to provide
consulting services to certain of its associate companies and to
non-associate companies, and (iv) to provide , directly or
indirectly, through one or more special purpose subsidiary
companies of Entergy or EEI, power project operations and
maintenance services to non-associate companies and to certain of
its associate companies; and

     WHEREAS, economies and increased efficiencies benefiting the
Entergy System will result from the performance by EMI of
services for EEI and the provision of certain property and
resources to EEI as herein provided; and

     WHEREAS, subject to the terms and conditions herein
described, EMI is willing, upon request by EEI, to render such
services and provide such property and resources to EEI, taking
into consideration the fulfillment of EMI's utility
responsibilities; and

     WHEREAS, pursuant to settlement arrangements entered into by
Entergy with certain of its state and local regulators in 1992
and 1993 (collectively, the "Settlement Agreements"), Entergy has
agreed (subject to the receipt of any requisite Commission
authorization) to implement certain special provisions pertaining
to affiliate transactions between Entergy's Regulated Utilities
and Nonregulated Businesses (each as defined in Article 1 of this
Agreement), including, without limitation, (i) a provision
requiring that any services rendered by Entergy's Related
Utilities (including EMI) to its Nonregulated Businesses
(including EEI), be priced at cost plus 5%, and (ii) a provision
modifying the methodology, incorporated in the Original Service
Agreement, for the allocation of profits derived by EEI from its
marketing to non-affiliates of intellectual property developed or
otherwise acquired by Entergy's Regulated Utilities (including
EMI); and

     WHEREAS, by Order dated June 22, 1999 (HCAR No. 27040), the
Commission granted Entergy's application requesting, among other
things, an exemption from the "at cost" requirements of Section
13(b) of the Act to permit implementation of the provision of the
Settlement Agreement requiring that services rendered by EMI to
EEI be rendered at cost plus 5%, and (to the extent
jurisdictional under the Act) implementation of the profit
sharing methodology required under the Settlement Agreements in
connection with the marketing by EEI of EMI developed or acquired
intellectual property; and

     WHEREAS, it is necessary and appropriate to amend the
Original Service Agreement for the purpose, among other things,
of incorporating the above referenced provisions of the
Settlement Agreements.

     NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein, the parties hereto hereby agree as
follows:


     1.   Definitions

     As used hereinafter, the following terms, in addition to
those elsewhere defined in this Agreement, shall have the
following meanings unless the context otherwise requires:

          A.   "Services" shall mean those services described in Articles
     3, 4 and 5 hereof.

          B.   "Non-Affiliate" means any corporation, company, agency,
     government, business, entity or person other than Entergy, a
     direct or indirect subsidiary of Entergy, or a person employed by
     Entergy or any of such subsidiaries.

          C.   "Intellectual Property" means any process, program or
     technique which is protected by the copyright, patent or
     trademark laws, or by virtue of being a trade secret, and which
     has been specifically and knowingly incorporated into, exhibited
     in, or reduced to a tangible writing, drawing, manual, computer
     program, product or similar manifestation or thing.

          D.   "Regulated Utilities" means Entergy Arkansas, Inc., Entergy
     Gulf States, Inc., Entergy Louisiana, Inc., Entergy New Orleans,
     Inc., Entergy Services, Inc., System Energy Resources, Inc.,
     Entergy Operations Inc., System Fuels, Inc. and EMI and such
     other similar subsidiaries as Entergy shall 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 services thereto.

          E.   "Nonregulated Businesses" means Entergy Power, Inc., Entergy
     Enterprises, Inc. and such other subsidiaries and affiliates as
     Entergy shall create that are not domestic regulated electric or
     combination electric and gas utilities primarily engaged in the
     business of selling electric energy or natural gas at retail or
     wholesale to affiliates or are not primarily engaged in the
     business of providing services or goods to regulated electric or
     combination electric and gas utility affiliates.


     2.   Agreement to Furnish Services

          A.   Upon its receipt of EEI's work order or other request
     therefor, EMI will, if it has or can have available the personnel
     and resources needed to fill the work order or request, furnish
     to EEI upon the terms and conditions hereinafter set forth such
     of the Services, at such times, for such periods and in such
     manner as EEI may from time to time request; provided, however,
     that the determination of whether EMI has the available personnel
     and resources to perform in accordance with the work order or
     request will be entirely within the discretion of EMI, and EMI
     may at its option elect not to perform any requested Service,
     except that, once having agreed to perform pursuant to a work
     order or request, EMI cannot withdraw or depart from such
     performance without the consent of EEI. In making its
     determination as to the availability of personnel and resources,
     EMI may consider whether the use thereof by EEI will interfere
     with its own use of such personnel and resources.

          B.   The provision of Services by EMI pursuant to this Agreement
     shall in all cases and notwithstanding anything herein contained
     to the contrary be subject to any limitations contained in
     authorizations, rules or regulations of those governmental
     agencies, if any, having jurisdiction over EMI, EEI, or such
     provision of Services,


     3.   Description of Services

     The services which may be provided by EMI hereunder are
     described as follows:

          A.   EWGs, FUCOs, Qualifying Facilities, Etc. Advise and assist
     EEI regarding possible investment and participation in, and
     related activities with respect to, (i) "exempt wholesale
     generators" and "foreign utility companies," as such terms are
     defined in Section 32 and 33 of the Act, respectively,
     (ii)"qualifying facilities," including certain cogeneration
     facilities and small power production facilities, as such terms
     are defined under the Public Utility Regulatory Policies Act of
     1978 and the rules and regulations promulgated thereunder by the
     Federal Energy Regulatory Commission and (iii) other non-exempt
     electric generating facilities.

          B.   Development of Other Business Enterprises. Advise and assist
     EEI in the investigation of other business enterprises, and the
     development of such other business enterprises as are approved by
     the Commission or otherwise are permitted under the Act.

          C.   General Engineering. Perform general engineering work,
     including system production and transmission studies; prepare and
     analyze apparatus specifications, distribution studies and
     standards, civil engineering and hydraulic studies and problems,
     and fuel supply studies; and advise and assist in connection with
     analyses of operations and operating and construction budgets.

          D.   Design Engineering. Perform detailed design work as
     requested by EEI.

          E.   Accounting and Statistical. Advise and assist EEI in
     connection with the installation of accounting systems and
     similar problems, requirements of regulatory bodies with respect
     to accounting, studies of accounting procedures and practices to
     improve efficiency, book entries resulting from unusual financial
     transactions, internal audits, employment of independent
     auditors, preparation and analyses of financial and operating
     reports and other statistical matters relating to EEI or its
     customers, preparation of reports to regulatory commissions,
     insurance companies and others, standardization of accounting and
     statistical forms in the interest of economy, and other
     accounting and statistical matters.

          F.   Budgeting. Advise and assist EEI in matters involving the
     preparation and development of capital and operating budgets,
     cash and cost forecasts, and budgetary controls.

          G.   Business Promotion and Public Relations. Advise and assist
     EEI in the development of marketing and sales programs, in the
     preparation and use of advertising and sales materials, and in
     the determination and carrying out of promotional programs.

          H.   Systems and Procedures. Advise and assist EEI in the
     establishment of good operating practices and methods of
     procedure, the standardization of forms, the purchase, rental and
     use of mechanical and electronic data processing, computing and
     communications equipment, in conducting economic research and
     planning and in the development of special economic studies.

          I.   Access to and Use of Resources. Subject to those conditions
     with respect to EMI's discretion not to perform any requested
     Service set forth in Article 2A, make available to EEI in the
     conduct of its business and/or, to the extent necessary or
     appropriate as required in the performance of its services to its
     customers access to, use of, or rights in all EMI's resources,
     including facilities, products, processes, techniques, computer
     hardware and software, technical information, training aids and
     properties, vehicles, equipment, machines and other property,
     whether owned, leased, licensed or otherwise available to, EMI.

          J.   Training. Assist EEI in providing training to personnel of
     EEI or its customers; develop and make available training
     procedures, materials and facilities, and provide instructors.

          K.   General. Make available services in the areas of
     construction planning and supervision, design, management
     programs, quality assurance, licensing matters, research and
     development, and communications systems and procedures.

          L.   Other Services. Render advice and assistance in connection
     with such other matters as EEI may request and EMI may be able to
     perform with respect to EEI's business and operations.


     4.   Provision of Personnel

          Where specifically requested by EEI, EMI may loan its
employees to EEI. In that event, such loaned employees will be
under the sole supervision and control of EEI for such period or
periods of time as are necessary to complete the work to be
performed by such employees. Such employees may be withdrawn by
EMI from tasks assigned by EEI only with the consent of EEI. EEI
will be responsible for the actions and activities of such
employees while engaged in the performance of the work to the
same degree as though such persons were employees of EEI.
However, as part of Services, EMI during periods when such
employees are loaned to EEI will continue to provide to, and with
respect to such employees those same payroll, pension, savings,
tax withholding, Social Security, unemployment, bookkeeping and
other personnel support services then being utilized by EMI in
connection with compensating and benefiting such employees.


     5.   Exchange of Intellectual Property

          A.   Should EEI in the course of its business develop
     Intellectual Property, it will make such Intellectual Property
     available for utilization by EMI without charge (except the
     actual expenses incurred by EEI in connection with making such
     new Intellectual Property available to EMI); provided, however,
     that such availability shall be dependent upon and subject to any
     contractual commitments of EEI to Non-Affiliates, applicable laws
     and regulations, and the legal rights and entitlements of others.

          B.   As part of the Services, EMI will make available to EEI for
     utilization by it all Intellectual Property heretofore or
     hereafter developed or obtained by EMI without charge (except for
     the actual expenses incurred by EMI in making the same available
     to EEI, and except as otherwise provided in Article 8 below);
     provided, however, that such availability shall be dependent upon
     and subject to any contractual commitments of EMI to Non-
     Affiliates, applicable laws and regulations, and the legal rights
     and entitlements of others.


     6.   Compensation of EMI

     As compensation for Services actually requested by EEI and
rendered to it by EMI, EEI hereby agrees to pay to EMI (except as
described in Article 5B) an amount equal to (a) all costs
properly chargeable or allocable thereto, as controlled through a
work order procedure, computed in accordance with applicable
rules and regulations (including, but not limited to, Rules 90
and 91) under the Act and appropriate accounting standards, plus
(b) a charge of five percent (5%) of such costs.  Such costs
shall be determined as outlined on Exhibit A attached hereto and
incorporated herein by reference.


     7.   Work Orders

     The Services will be performed in accordance with work
orders or requests issued or made by or on behalf of EEI and
accepted by EMI, and all Services will be assigned an applicable
work order number to enable specific work to be properly
allocated by project or other appropriate basis.  Work orders
shall be as specific as practicable in defining the Services
requested to be performed and will set forth the scope and
duration of the Services to be performed and the specific
employees to be loaned to EEI pursuant to the work order.  EEI
shall have the right from time to time to amend, alter or rescind
any work order, provided that (i) any such amendment or
alteration which results in a material change in the scope of the
work to be performed or equipment to be provided is agreed to by
EMI; (ii) the costs for the Services covered by the work order
will include any expense incurred by EMI as a direct result of
such amendment, alteration or rescission of the work order; and
(iii) no amendment, alteration or rescission of a work order will
release EEI from liability for all such costs already incurred or
contracted for by EMI pursuant to the work order, regardless of
whether the work associated with such costs is discontinued by
such amendment, alteration or rescission.


     8.   Disposition of Intellectual Property

     In the event EEI with the express written consent of EMI
markets to Non-Affiliates Intellectual Property heretofore or
hereafter developed or otherwise acquired by EMI for its own use,
and such Intellectual Property is actually used by EMI, all
profits derived by EEI from such marketing transactions shall be
divided equally by EMI and EEI, after deducting all of EEI's
incremental costs associated with making the Intellectual
Property available for sale, including the cost of marketing such
Intellectual Property; provided, however, that in the event any
Intellectual Property developed or otherwise acquired by EMI for
its own use is not actually so used, and is subsequently marketed
by EEI to Non-Affiliates, EEI shall fully reimburse EMI for all
of its costs incurred to develop or otherwise acquire such
Intellectual Property before any profits derived from its
marketing of such Intellectual Property shall be so divided.


     9.   Limitation of Liability and Indemnification

     In performing the Services hereunder (except to the extent
such Services are being performed by employees loaned to and
under the supervision of EEI), EMI will exercise due care to
assure that the Services are performed in a workmanlike manner,
meet the standards and specifications set forth in the applicable
work order or request with respect to such Services, and comply
with applicable standards of law and regulation.  However,
failure to meet these obligations shall in no event subject EMI
to any claims or liabilities other than to reperform the work and
be compensated in accordance with this Agreement for such
reperformance such that it fully complies with the work order,
request or standard, as the case may be. EMI makes no other
warranty with respect to its performance of the Services, and EEI
agrees to accept such Services without further warranty of any
nature.  EEI shall and does hereby indemnify and agree to save
harmless and defend EMI from liabilities, taxes, losses,
obligations, claims, damages, penalties, causes of action, suits,
costs and expenses or judgments of any nature, on account of, or
resulting from: (i) injuries to or the death of any person; (ii)
damage to or loss of any property; (iii) any alleged or actual
violation of law, court order, or governmental agency rule or
regulation committed by or existing with respect to EEI or its
employees, agents or subcontractors; (iv) any alleged or actual
breaches of contract by EEI; (v) any claims by or on account of
any employee, agent or subcontractor of EEI; (vi) services or
labor performed, labor force, materials, provisions or supplies
furnished or allegedly contracted for by or on behalf of EEI, its
employees, agents or subcontractors; and/or (vii) other damages;
which, in all cases, are attributable to or arise out of the
performance and prosecution of any project or work performed by
or on behalf of EEI, whether or not the same results or allegedly
results from the claimed or actual negligence or breach of
warranty of, or breach of contract or willful conduct by, EEI or
of its employees, agents or contractors or its or their
subcontractors or any combination thereof.


     10.  Miscellaneous

     This Agreement shall be binding upon the successors and
assigns of the parties hereto, provided that EMI shall not be
entitled to assign or subcontract out any of its obligations
under this Agreement or under any purchase order or work order
issued hereunder without the prior written approval of EEI.  This
Agreement may not be modified or amended in any respect except in
writing executed by the parties hereto.  This Agreement shall be
construed and enforced under and in accordance with the laws of
the State of Louisiana.  This Agreement may be executed in
counterparts, each one of which when fully executed shall be
deemed to have the same dignity, force and effect as an original.
No provision of this Agreement shall be deemed waived nor breach
of this Agreement consented to unless such waiver or consent is
set forth in writing and executed by the party hereto making such
waiver or consent.
     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their respective corporate names by
their respective Presidents or one of their respective Vice
Presidents as of the day and year first above written.



ENTERGY MISSISSIPPI, INC.


By:   /s/ C. John Wilder
            C. John Wilder
     Executive Vice President and
       Chief Financial Officer

ENTERGY ENTERPRISES, INC.


By:  /s/ Steven C. McNeal
           Steven C. McNeal
     Vice President and Treasurer




                                                        EXHIBIT A

                    ENTERGY ENTERPRISES, INC.

   Accounting/Billing Procedures by Entergy Mississippi, Inc.

I.   Introduction

This procedure establishes the guidelines for determining the
cost of Services for, and billings by, Entergy Mississippi, Inc.
(EMI) to Entergy Enterprises, Inc. (EEI).  These billings will
include direct and indirect costs normally incurred by EMI in its
operations, plus a charge of five percent (5%) of the total of
such costs. Revenues and costs related to these billings will be
recorded in the accounting records of EMI in accordance with
generally accepted accounting principles and FERC guidelines.

The procedures to be employed in determining costs for Services
performed for EEI, and rendering billing for such Services, will
closely follow the procedures used to bill other System Companies
for work performed.

II.  Method of Billings

Each Service provided by EMI is accounted for using a job order
system. Direct costs charged to each job will be made using the
current accounting system's source documents (time reports,
expense accounts, journal entries, vendor invoices).  Charges for
Services (including the cost of Services plus the 5% adder) will
be billed on a monthly basis.  All amounts will be payable in
accordance with agreed upon procedures between EMI and EEI.

III. Calculation of Cost

The cost of Services provided to EEI will be calculated, based on
individual projects or jobs, according to the following
guidelines:

     A.   Labor

          Labor costs billed for Services provided include
          salaries and related direct labor costs for employees.

               1.   Direct Labor

                    Direct labor costs will be based on actual
                    gross wage rates of employees assigned to
                    perform services multiplied by the actual
                    number of hours actually worked. These direct
                    labor hours will be recorded on time reports.
                                                        EXHIBIT A

               2.   Indirect Labor Off-Duty Wages and Benefits

                    A labor overhead rate (calculated annually)
                    will be applied to each direct labor hour for
                    the following:

                         Vacations
                         Holidays
                         Sick
                         Off-duty time
                         Pensions
                         Savings plan
                         Insurance
                         Salary related taxes (FICA, FUTA, SUTA,
                    etc)
                         All other employee benefits and salary
                    taxes

     B.   Employee Travel, Subsistence and Other Related Expenses

          It is likely in the normal course of providing Services
          to EEI that travel, meals, lodging and related expenses
          will be incurred. Such expenses will be accumulated at
          cost on an expense account form.

     C.   Vehicle and Equipment Usage

          When vehicles or equipment are used by EMI in the
          course of providing services, a standard rate (miles or
          hours) by vehicle or equipment class will be applied to
          recover all costs of operation of the vehicle or
          equipment.

     D.   Materials

          The cost of materials purchased by EMI in connection
          with direct services rendered will be determined based
          on the total net purchase price, plus applicable stores
          overheads and taxes.

     E.   Administrative and Engineering Overheads

          An overhead rate will be applied to total expenses in
          items A-D above to compensate for indirect
          administrative and engineering overheads.

EX-99

                                                   EXHIBIT B-3(d)

                      AMENDED AND RESTATED
                        SERVICE AGREEMENT
                             BETWEEN
                    ENTERGY NEW ORLEANS, INC.
                               AND
                    ENTERGY ENTERPRISES, INC.


     THIS AGREEMENT, made and entered into as of June 22, 1999 by
and between Entergy New Orleans, Inc., formerly New Orleans
Public Service Inc., a corporation organized under the laws of
the State of Louisiana (hereinafter sometimes referred to as
"ENO") and Entergy Enterprises, Inc., formerly Electec, Inc., a
corporation organized under the laws of the State of Louisiana
(hereinafter sometimes referred to as "EEI"), amends, restates
and supercedes in its entirety that certain Service Agreement
made and entered into as of February 23, 1984, between ENO and
EEI (the "Original Service Agreement").

                       W I T E S S E T H:

     WHEREAS, ENO and EEI are both subsidiaries of Entergy
Corporation ("Entergy") and, together with Entergy's other direct
and indirect subsidiaries and Entergy, form the Entergy System;
and

     WHEREAS, ENO is organized, staffed and equipped and is
authorized by the Securities and Exchange Commission (the
"Commission"), under Section 13(b) of the Public Utility Holding
Company Act of 1935, as amended (the "Act"), to render to EEI
services as herein provided; and

     WHEREAS, in the course of its operations, ENO has acquired
and will acquire certain properties and other resources; and

     WHEREAS, subject to the provisions set forth herein, EEI is
authorized by orders of the Commission dated July 8, 1993 (HCAR
No. 25848), June 30, 1995 (HCAR No. 26322), and June 22, 1999
(HCAR No. 27039) to utilize those services, properties and
resources of ENO, as well as those provided by other companies of
the Entergy System, (i) to conduct preliminary development
activities with respect to potential investments by Entergy in
various energy, energy-related and other non-utility businesses,
(ii) to provide various management, administrative and support
services to certain of its associate companies, (iii) to provide
consulting services to certain of its associate companies and to
non-associate companies, and (iv) to provide , directly or
indirectly, through one or more special purpose subsidiary
companies of Entergy or EEI, power project operations and
maintenance services to non-associate companies and to certain of
its associate companies; and

     WHEREAS, economies and increased efficiencies benefiting the
Entergy System will result from the performance by ENO of
services for EEI and the provision of certain property and
resources to EEI as herein provided; and

     WHEREAS, subject to the terms and conditions herein
described, ENO is willing, upon request by EEI, to render such
services and provide such property and resources to EEI, taking
into consideration the fulfillment of ENO's utility
responsibilities; and

     WHEREAS, pursuant to settlement arrangements entered into by
Entergy with certain of its state and local regulators in 1992
and 1993 (collectively, the "Settlement Agreements"), Entergy has
agreed (subject to the receipt of any requisite Commission
authorization) to implement certain special provisions pertaining
to affiliate transactions between Entergy's Regulated Utilities
and Nonregulated Businesses (each as defined in Article 1 of this
Agreement), including, without limitation, (i) a provision
requiring that any services rendered by Entergy's Regulated
Utilities (including ENO) to its Nonregulated Businesses
(including EEI), be priced at cost plus 5%, and (ii) a provision
modifying the methodology, incorporated in the Original Service
Agreement, for the allocation of profits derived by EEI from its
marketing to non-affiliates of intellectual property developed or
otherwise acquired by Entergy's Regulated Utilities (including
ENO); and

     WHEREAS, by Order dated June 22, 1999 (HCAR No. 27040), the
Commission granted Entergy's application requesting, among other
things, an exemption from the "at cost" requirements of Section
13(b) of the Act to permit implementation of the provision of the
Settlement Agreement requiring that services rendered by ENO to
EEI be rendered at cost plus 5%, and (to the extent
jurisdictional under the Act) implementation of the profit
sharing methodology required under the Settlement Agreements in
connection with the marketing by EEI of ENO developed or acquired
intellectual property; and

     WHEREAS, it is necessary and appropriate to amend the
Original Service Agreement for the purpose, among other things,
of incorporating the above referenced provisions of the
Settlement Agreements.

     NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein, the parties hereto hereby agree as
follows:


     1.   Definitions

     As used hereinafter, the following terms, in addition to
those elsewhere defined in this Agreement, shall have the
following meanings unless the context otherwise requires:

          A.   "Services" shall mean those services described in Articles
     3, 4 and 5 hereof.

          B.   "Non-Affiliate" means any corporation, company, agency,
     government, business, entity or person other than Entergy, a
     direct or indirect subsidiary of Entergy, or a person employed by
     Entergy or any of such subsidiaries.

          C.   "Intellectual Property" means any process, program or
     technique which is protected by the copyright, patent or
     trademark laws, or by virtue of being a trade secret, and which
     has been specifically and knowingly incorporated into, exhibited
     in, or reduced to a tangible writing, drawing, manual, computer
     program, product or similar manifestation or thing.

          D.   "Regulated Utilities" means Entergy Arkansas, Inc., Entergy
     Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi,
     Inc., Entergy Services, Inc., System Energy Resources, Inc.,
     Entergy Operations Inc., System Fuels, Inc. and ENO and such
     other similar subsidiaries as Entergy shall 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 services thereto.

          E.   "Nonregulated Businesses" means Entergy Power, Inc., Entergy
     Enterprises, Inc. and such other subsidiaries and affiliates as
     Entergy shall create that are not domestic regulated electric or
     combination electric and gas utilities primarily engaged in the
     business of selling electric energy or natural gas at retail or
     wholesale to affiliates or are not primarily engaged in the
     business of providing services or goods to regulated electric or
     combination electric and gas utility affiliates.


     2.   Agreement to Furnish Services

          A.   Upon its receipt of EEI's work order or other request
     therefor, ENO will, if it has or can have available the personnel
     and resources needed to fill the work order or request, furnish
     to EEI upon the terms and conditions hereinafter set forth such
     of the Services, at such times, for such periods and in such
     manner as EEI may from time to time request; provided, however,
     that the determination of whether ENO has the available personnel
     and resources to perform in accordance with the work order or
     request will be entirely within the discretion of ENO, and ENO
     may at its option elect not to perform any requested Service,
     except that, once having agreed to perform pursuant to a work
     order or request, ENO cannot withdraw or depart from such
     performance without the consent of EEI. In making its
     determination as to the availability of personnel and resources,
     ENO may consider whether the use thereof by EEI will interfere
     with its own use of such personnel and resources.

          B.   The provision of Services by ENO pursuant to this Agreement
     shall in all cases and notwithstanding anything herein contained
     to the contrary be subject to any limitations contained in
     authorizations, rules or regulations of those governmental
     agencies, if any, having jurisdiction over ENO, EEI, or such
     provision of Services.


     3.   Description of Services

     The services which may be provided by ENO hereunder are
described as follows:

          A.   EWGs, FUCOs, Qualifying Facilities, Etc. Advise and assist
     EEI regarding possible investment and participation in, and
     related activities with respect to, (i) "exempt wholesale
     generators" and "foreign utility companies," as such terms are
     defined in Section 32 and 33 of the Act, respectively,
     (ii)"qualifying facilities," including certain cogeneration
     facilities and small power production facilities, as such terms
     are defined under the Public Utility Regulatory Policies Act of
     1978 and the rules and regulations promulgated thereunder by the
     Federal Energy Regulatory Commission and (iii) other non-exempt
     electric generating facilities.

          B.   Development of Other Business Enterprises. Advise and assist
     EEI in the investigation of other business enterprises, and the
     development of such other business enterprises as are approved by
     the Commission or otherwise are permitted under the Act.

          C.   General Engineering. Perform general engineering work,
     including system production and transmission studies; prepare and
     analyze apparatus specifications, distribution studies and
     standards, civil engineering and hydraulic studies and problems,
     and fuel supply studies; and advise and assist in connection with
     analyses of operations and operating and construction budgets.

          D.   Design Engineering. Perform detailed design work as
     requested by EEI.

          E.   Accounting and Statistical. Advise and assist EEI in
     connection with the installation of accounting systems and
     similar problems, requirements of regulatory bodies with respect
     to accounting, studies of accounting procedures and practices to
     improve efficiency, book entries resulting from unusual financial
     transactions, internal audits, employment of independent
     auditors, preparation and analyses of financial and operating
     reports and other statistical matters relating to EEI or its
     customers, preparation of reports to regulatory commissions,
     insurance companies and others, standardization of accounting and
     statistical forms in the interest of economy, and other
     accounting and statistical matters.

          F.   Budgeting. Advise and assist EEI in matters involving the
     preparation and development of capital and operating budgets,
     cash and cost forecasts, and budgetary controls.

          G.   Business Promotion and Public Relations. Advise and assist
     EEI in the development of marketing and sales programs, in the
     preparation and use of advertising and sales materials, and in
     the determination and carrying out of promotional programs.

          H.   Systems and Procedures. Advise and assist EEI in the
     establishment of good operating practices and methods of
     procedure, the standardization of forms, the purchase, rental and
     use of mechanical and electronic data processing, computing and
     communications equipment, in conducting economic research and
     planning and in the development of special economic studies.

          I.   Access to and Use of Resources. Subject to those conditions
     with respect to ENO's discretion not to perform any requested
     Service set forth in Article 2A, make available to EEI in the
     conduct of its business and/or, to the extent necessary or
     appropriate as required in the performance of its services to its
     customers access to, use of, or rights in all ENO's resources,
     including facilities, products, processes, techniques, computer
     hardware and software, technical information, training aids and
     properties, vehicles, equipment, machines and other property,
     whether owned, leased, licensed or otherwise available to, ENO.

          J.   Training. Assist EEI in providing training to personnel of
     EEI or its customers; develop and make available training
     procedures, materials and facilities, and provide instructors.

          K.   General. Make available services in the areas of
     construction planning and supervision, design, management
     programs, quality assurance, licensing matters, research and
     development, and communications systems and procedures.

          L.   Other Services. Render advice and assistance in connection
     with such other matters as EEI may request and ENO may be able to
     perform with respect to EEI's business and operations.


     4.   Provision of Personnel

     Where specifically requested by EEI, ENO may loan its
employees to EEI.  In that event, such loaned employees will be
under the sole supervision and control of EEI for such period or
periods of time as are necessary to complete the work to be
performed by such employees. Such employees may be withdrawn by
ENO from tasks assigned by EEI only with the consent of EEI.  EEI
will be responsible for the actions and activities of such
employees while engaged in the performance of the work to the
same degree as though such persons were employees of EEI.
However, as part of Services, ENO during periods when such
employees are loaned to EEI will continue to provide to, and with
respect to such employees those same payroll, pension, savings,
tax withholding, Social Security, unemployment, bookkeeping and
other personnel support services then being utilized by ENO in
connection with compensating and benefiting such employees.


     5.   Exchange of Intellectual Property

          A.   Should EEI in the course of its business develop
     Intellectual Property, it will make such Intellectual Property
     available for utilization by ENO without charge (except the
     actual expenses incurred by EEI in connection with making such
     new Intellectual Property available to ENO); provided, however,
     that such availability shall be dependent upon and subject to any
     contractual commitments of EEI to Non-Affiliates, applicable laws
     and regulations, and the legal rights and entitlements of others.

          B.   As part of the Services, ENO will make available to EEI for
     utilization by it all Intellectual Property heretofore or
     hereafter developed or obtained by ENO without charge (except for
     the actual expenses incurred by ENO in making the same available
     to EEI, and except as otherwise provided in Article 8 below);
     provided, however, that such availability shall be dependent upon
     and subject to any contractual commitments of ENO to Non-
     Affiliates, applicable laws and regulations, and the legal rights
     and entitlements of others.


     6.   Compensation of ENO

     As compensation for Services actually requested by EEI and
rendered to it by ENO, EEI hereby agrees to pay to ENO (except as
described in Article 5B) an amount equal to (a) all costs
properly chargeable or allocable thereto, as controlled through a
work order procedure, computed in accordance with applicable
rules and regulations (including, but not limited to, Rules 90
and 91) under the Act and appropriate accounting standards, plus
(b) a charge of five percent (5%) of such costs.  Such costs
shall be determined as outlined on Exhibit A attached hereto and
incorporated herein by reference.


     7.   Work Orders

     The Services will be performed in accordance with work
orders or requests issued or made by or on behalf of EEI and
accepted by ENO, and all Services will be assigned an applicable
work order number to enable specific work to be properly
allocated by project or other appropriate basis.  Work orders
shall be as specific as practicable in defining the Services
requested to be performed and will set forth the scope and
duration of the Services to be performed and the specific
employees to be loaned to EEI pursuant to the work order.  EEI
shall have the right from time to time to amend, alter or rescind
any work order, provided that (i) any such amendment or
alteration which results in a material change in the scope of the
work to be performed or equipment to be provided is agreed to by
ENO; (ii) the costs for the Services covered by the work order
will include any expense incurred by ENO as a direct result of
such amendment, alteration or rescission of the work order; and
(iii) no amendment, alteration or rescission of a work order will
release EEI from liability for all such costs already incurred or
contracted for by ENO pursuant to the work order, regardless of
whether the work associated with such costs is discontinued by
such amendment, alteration or rescission.


     8.   Disposition of Intellectual Property

     In the event EEI with the express written consent of ENO
markets to Non-Affiliates Intellectual Property heretofore or
hereafter developed or otherwise acquired by ENO for its own use,
and such Intellectual Property is actually used by ENO, all
profits derived by EEI from such marketing transactions shall be
divided equally by ENO and EEI, after deducting all of EEI's
incremental costs associated with making the Intellectual
Property available for sale, including the cost of marketing such
Intellectual Property; provided, however, that in the event any
Intellectual Property developed or otherwise acquired by ENO for
its own use is not actually so used, and is subsequently marketed
by EEI to Non-Affiliates, EEI shall fully reimburse ENO for all
of its costs incurred to develop or otherwise acquire such
Intellectual Property before any profits derived from its
marketing of such Intellectual Property shall be so divided.


     9.   Limitation of Liability and Indemnification

     In performing the Services hereunder (except to the extent
such Services are being performed by employees loaned to and
under the supervision of EEI), ENO will exercise due care to
assure that the Services are performed in a workmanlike manner,
meet the standards and specifications set forth in the applicable
work order or request with respect to such Services, and comply
with applicable standards of law and regulation.  However,
failure to meet these obligations shall in no event subject ENO
to any claims or liabilities other than to reperform the work and
be compensated in accordance with this Agreement for such
reperformance such that it fully complies with the work order,
request or standard, as the case may be.  ENO makes no other
warranty with respect to its performance of the Services, and EEI
agrees to accept such Services without further warranty of any
nature.  EEI shall and does hereby indemnify and agree to save
harmless and defend ENO from liabilities, taxes, losses,
obligations, claims, damages, penalties, causes of action, suits,
costs and expenses or judgments of any nature, on account of, or
resulting from: (i) injuries to or the death of any person; (ii)
damage to or loss of any property; (iii) any alleged or actual
violation of law, court order, or governmental agency rule or
regulation committed by or existing with respect to EEI or its
employees, agents or subcontractors; (iv) any alleged or actual
breaches of contract by EEI; (v) any claims by or on account of
any employee, agent or subcontractor of EEI; (vi) services or
labor performed, labor force, materials, provisions or supplies
furnished or allegedly contracted for by or on behalf of EEI, its
employees, agents or subcontractors; and/or (vii) other damages;
which, in all cases, are attributable to or arise out of the
performance and prosecution of any project or work performed by
or on behalf of EEI, whether or not the same results or allegedly
results from the claimed or actual negligence or breach of
warranty of, or breach of contract or willful conduct by, EEI or
of its employees, agents or contractors or its or their
subcontractors or any combination thereof.


     10.  Miscellaneous

     This Agreement shall be binding upon the successors and
assigns of the parties hereto, provided that ENO shall not be
entitled to assign or subcontract out any of its obligations
under this Agreement or under any purchase order or work order
issued hereunder without the prior written approval of EEI.  This
Agreement may not be modified or amended in any respect except in
writing executed by the parties hereto.  This Agreement shall be
construed and enforced under and in accordance with the laws of
the State of Louisiana.  This Agreement may be executed in
counterparts, each one of which when fully executed shall be
deemed to have the same dignity, force and effect as an original.
No provision of this Agreement shall be deemed waived nor breach
of this Agreement consented to unless such waiver or consent is
set forth in writing and executed by the party hereto making such
waiver or consent.



          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their respective corporate names by
their respective Presidents or one of their respective Vice
Presidents as of the day and year first above written.


ENTERGY NEW ORLEANS, INC.


By:  /s/ C. John Wilder
            C. John Wilder
     Executive Vice President and
       Chief Financial Officer

ENTERGY ENTERPRISES, INC.


By: /s/ Steven C. McNeal
           Steven C. McNeal
     Vice President and Treasurer




                                                        EXHIBIT A

                    ENTERGY ENTERPRISES, INC.

   Accounting/Billing Procedures by Entergy New Orleans, Inc.

I.   Introduction

This procedure establishes the guidelines for determining the
cost of Services for, and billings by, Entergy New Orleans, Inc.
(ENO) to Entergy Enterprises, Inc. (EEI).  These billings will
include direct and indirect costs normally incurred by ENO in its
operations, plus a charge of five percent (5%) of the total of
such costs. Revenues and costs related to these billings will be
recorded in the accounting records of ENO in accordance with
generally accepted accounting principles and FERC guidelines.

The procedures to be employed in determining costs for Services
performed for EEI, and rendering billing for such Services, will
closely follow the procedures used to bill other System Companies
for work performed.

II.  Method of Billings

Each Service provided by ENO is accounted for using a job order
system. Direct costs charged to each job will be made using the
current accounting system's source documents (time reports,
expense accounts, journal entries, vendor invoices).  Charges for
Services (including the cost of Services plus the 5% adder) will
be billed on a monthly basis.  All amounts will be payable in
accordance with agreed upon procedures between ENO and EEI.

III. Calculation of Cost

The cost of Services provided to EEI will be calculated, based on
individual projects or jobs, according to the following
guidelines:

     A.   Labor

          Labor costs billed for Services provided include
          salaries and related direct labor costs for employees.

               1.   Direct Labor

                    Direct labor costs will be based on actual
                    gross wage rates of employees assigned to
                    perform services multiplied by the actual
                    number of hours actually worked. These direct
                    labor hours will be recorded on time reports.
                                                        EXHIBIT A

               2.   Indirect Labor Off-Duty Wages and Benefits

                    A labor overhead rate (calculated annually)
                    will be applied to each direct labor hour for
                    the following:

                         Vacations
                         Holidays
                         Sick
                         Off-duty time
                         Pensions
                         Savings plan
                         Insurance
                         Salary related taxes (FICA, FUTA, SUTA,
                    etc)
                         All other employee benefits and salary
                    taxes

     B.   Employee Travel, Subsistence and Other Related Expenses

          It is likely in the normal course of providing Services
          to EEI that travel, meals, lodging and related expenses
          will be incurred. Such expenses will be accumulated at
          cost on an expense account form.

     C.   Vehicle and Equipment Usage

          When vehicles or equipment are used by ENO in the
          course of providing services, a standard rate (miles or
          hours) by vehicle or equipment class will be applied to
          recover all costs of operation of the vehicle or
          equipment.

     D.   Materials

          The cost of materials purchased by ENO in connection
          with direct services rendered will be determined based
          on the total net purchase price plus applicable stores
          overheads and taxes.

     E.   Administrative and Engineering Overheads

          An overhead rate will be applied to total expenses in
          items A-D above to compensate for indirect
          administrative and engineering overheads.

EX-99

                                                 EXHIBIT B-4(a)

                       SERVICE AGREEMENT
                            BETWEEN
                   ENTERGY GULF STATES, INC.
                              AND
                   ENTERGY ENTERPRISES, INC.


     THIS AGREEMENT, made and entered into as of June 22, 1999
by and between Entergy Gulf States, Inc., , a corporation
organized under the laws of the State of Texas (hereinafter
sometimes referred to as "EGS") and Entergy Enterprises, Inc.,
formerly Electec, Inc., a corporation organized under the laws
of the State of Louisiana (hereinafter sometimes referred to as
"EEI").

                      W I T E S S E T H:

     WHEREAS, EGS and EEI are both subsidiaries of Entergy
Corporation ("Entergy") and, together with Entergy's other
direct and indirect subsidiaries and Entergy, form the Entergy
System; and

     WHEREAS, EGS is organized, staffed and equipped and is
authorized by the Securities and Exchange Commission (the
"Commission") under Section 13(b) of the Public Utility Holding
Company Act of 1935, as amended (the "Act"), to render to EEI
services as herein provided; and

     WHEREAS, in the course of its operations, EGS has acquired
and will acquire certain properties and other resources; and

     WHEREAS, subject to the provisions set forth herein, EEI
is authorized by orders of the Commission dated July 8, 1993
(HCAR No. 25848), June 30, 1995 (HCAR No. 26322), June 22, 1999
(HCAR No. 27039) and June 22, 1999 (HCAR No. 27040) (the "1999
Order") to utilize those services, properties and resources of
EGS, as well as those provided by other companies of the
Entergy System, (i) to conduct preliminary development
activities with respect to potential investments by Entergy in
various energy, energy-related and other non-utility
businesses, (ii) to provide various management, administrative
and support services to certain of its associate companies,
(iii) to provide consulting services to certain of its
associate companies and to non-associate companies, and (iv) to
provide , directly or indirectly, through one or more special
purpose subsidiary companies of Entergy or EEI, power project
operations and maintenance services to non-associate companies
and to certain of its associate companies; and

     WHEREAS, economies and increased efficiencies benefiting
the Entergy System will result from the performance by EGS of
services for EGS and the provision of certain property and
resources to EGS as herein provided; and

     WHEREAS, subject to the terms and conditions herein
described, EGS is willing, upon request by EEI, to render such
services and provide such property and resources to EEI, taking
into consideration the fulfillment of EGS's utility
responsibilities; and

     WHEREAS, pursuant to settlement arrangements entered into
by Entergy with certain of its state and local regulators in
1992 and 1993 (collectively, the "Settlement Agreements"),
Entergy has agreed (subject to the receipt of any requisite
Commission authorization) to implement certain special
provisions pertaining to affiliate transactions between
Entergy's Regulated Utilities and Nonregulated Businesses (each
as defined in Article 1 of this Agreement), including, without
limitation, (i) a provision requiring that any services
rendered by Entergy's Regulated Utilities (including EGS) to
Nonregulated Businesses (including EEI), be priced at cost plus
5%, and (ii) a provision incorporating a methodology for the
allocation of profits derived by EEI from its marketing to non-
affiliates of intellectual property developed or otherwise
acquired by Entergy's Regulated Utilities (including EGS); and

     WHEREAS, pursuant to the 1999 Order, the Commission
granted Entergy application requesting, among other things, an
exemption from the "at cost" requirements of Section 13(b) of
the Act to permit implementation of the provision of the
Settlement Agreement requiring that services rendered by EGS to
EEI be rendered at cost plus 5%, and (to the extent
jurisdictional under the Act) implementation of the profit
sharing methodology required under the Settlement Agreements in
connection with the marketing by EEI of EGS developed or
acquired intellectual property.

     NOW, THEREFORE, in consideration of the premises and of
the mutual agreements herein, the parties hereto hereby agree
as follows:


     1.   Definitions

     As used hereinafter, the following terms, in addition to
those elsewhere defined in this Agreement, shall have the
following meanings unless the context otherwise requires:

          A.   "Services" shall mean those services described in Articles
     3, 4 and 5 hereof.

          B.   "Non-Affiliate" means any corporation, company, agency,
     government, business, entity or person other than Entergy, a
     direct or indirect subsidiary of Entergy, or a person employed
     by Entergy or any of such subsidiaries.

          C.   "Intellectual Property" means any process, program or
     technique which is protected by the copyright, patent or
     trademark laws, or by virtue of being a trade secret, and which
     has been specifically and knowingly incorporated into,
     exhibited in, or reduced to a tangible writing, drawing,
     manual, computer program, product or similar manifestation or
     thing.

          D.   "Regulated Utilities" means Entergy Arkansas, Inc.,
     Entergy Louisiana, Inc., Entergy New Orleans, Inc., Entergy
     Mississippi, Inc., Entergy Services, Inc., System Energy
     Resources, Inc., Entergy Operations Inc., System Fuels, Inc.
     and EGS and such other similar subsidiaries as Entergy shall
     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 services thereto.

           E. "Nonregulated Businesses" means Entergy Power,
     Inc., Entergy Enterprises, Inc. and such other
     subsidiaries and affiliates as Entergy shall create that
     are not domestic regulated electric or combination
     electric and gas utilities primarily engaged in the
     business of selling electric energy or natural gas at
     retail or wholesale to affiliates or are not primarily
     engaged in the business of providing services or goods to
     regulated electric or combination electric and gas utility
     affiliates.


     2.   Agreement to Furnish Services

          A.   Upon its receipt of EEI's work order or other request
     therefor, EGS will, if it has or can have available the
     personnel and resources needed to fill the work order or
     request, furnish to EEI upon the terms and conditions
     hereinafter set forth such of the Services, at such times, for
     such periods and in such manner as EEI may from. time to time
     request; provided, however, that the determination of whether
     EGS has the available personnel and resources to perform in
     accordance with the work order or request will be entirely
     within the discretion of EGS, and EGS may at its option elect
     not to perform any requested Service, except that, once having
     agreed to perform pursuant to a work order or request, EGS
     cannot withdraw or depart from such performance without the
     consent of EEI. In making its determination as to the
     availability of personnel and resources, EGS may consider
     whether the use thereof by EEI will interfere with its own use
     of such personnel and resources.

          B.   The provision of Services by EGS pursuant to this
     Agreement shall in all cases and notwithstanding anything
     herein contained to the contrary be subject to any limitations
     contained in authorizations, rules or regulations of those
     governmental agencies, if any, having jurisdiction over EGS,
     EEI, or such provision of Services.


     3.   Description of Services

     The services which may be provided by EGS hereunder are
described as follows:

          A.   EWGs, FUCOs, Qualifying Facilities, Etc. Advise and assist
     EEI regarding possible investment and participation in, and
     related activities with respect to, (i) "exempt wholesale
     generators" and "foreign utility companies," as such terms are
     defined in Section 32 and 33, respectively, of the Act,
     (ii)"qualifying facilities," including certain cogeneration
     facilities and small power production facilities, as such terms
     are defined under the Public Utility Regulatory Policies Act of
     1978 and the rules and regulations promulgated thereunder by
     the Federal Energy Regulatory Commission and (iii) other non-
     exempt electric generating facilities.


          B.   Development of Other Business Enterprises.  Advise and
     assist EEI in the investigation of other business enterprises,
     and the development of such other business enterprises as are
     approved by the Commission or otherwise are permitted under the
     Act.

          C.   General Engineering. Perform general engineering work,
     including system production and transmission studies; prepare
     and analyze apparatus specifications, distribution studies and
     standards, civil engineering and hydraulic studies and
     problems, and fuel supply studies; and advise and assist in
     connection with analyses of operations and operating and
     construction budgets.

          D.   Design Engineering. Perform detailed design work as
     requested by EEI.

          E.   Accounting and Statistical. Advise and assist EEI in
     connection with the installation of accounting systems and
     similar problems, requirements of regulatory bodies with
     respect to accounting, studies of accounting procedures and
     practices to improve efficiency, book entries resulting from
     unusual financial transactions, internal audits, employment of
     independent auditors, preparation and analyses of financial and
     operating reports and other statistical matters relating to EEI
     or its customers, preparation of reports to regulatory
     commissions, insurance companies and others, standardization of
     accounting and statistical forms in the interest of economy,
     and other accounting and statistical matters.

          F.   Budgeting. Advise and assist EEI in matters involving the
     preparation and development of capital and operating budgets,
     cash and cost forecasts, and budgetary controls.

          G.   Business Promotion and Public Relations. Advise and assist
     EEI in the development of marketing and sales programs, in the
     preparation and use of advertising and sales materials, and in
     the determination and carrying out of promotional programs.

          H.   Systems and Procedures. Advise and assist EEI in the
     establishment of good operating practices and methods of
     procedure, the standardization of forms, the purchase, rental
     and use of mechanical and electronic data processing, computing
     and communications equipment, in conducting economic research
     and planning and in the development of special economic
     studies.

          I.   Access to and Use of Resources. Subject to those
     conditions with respect to EGS's discretion not to perform any
     requested Service set forth in Article 2A, make available to
     EEI in the conduct of its business and/or, to the extent
     necessary or appropriate as required in the performance of its
     services to its customers access to, use of, or rights in all
     EGS's resources, including facilities, products, processes,
     techniques, computer hardware and software, technical
     information, training aids and properties, vehicles, equipment,
     machines and other property, whether owned, leased, licensed or
     otherwise available to, EGS.

          J.   Training. Assist EEI in providing training to personnel of
     EEI or its customers; develop and make available training
     procedures, materials and facilities, and provide instructors.

          K.   General. Make available services in the areas of
     construction planning and supervision, design, management
     programs, quality assurance, licensing matters, research and
     development, and communications systems and procedures.

          L.   Other Services. Render advice and assistance in connection
     with such other matters as EEI may request and EGS may be able
     to perform with respect to EEI's business and operations.


     4.   Provision of Personnel

     Where specifically requested by EEI, EGS may loan its
employees to EEI. In that event, such loaned employees will be
under the sole supervision and control of EEI for such period
or periods of time as are necessary to complete the work to be
performed by such employees.  Such employees may be withdrawn
by EGS from tasks assigned by EEI only with the consent of EEI.
EEI will be responsible for the actions and activities of such
employees while engaged in the performance of the work to the
same degree as though such persons were employees of EEI.
However, as part of Services, EGS during periods when such
employees are loaned to EEI will continue to provide to, and
with respect to such employees those same payroll, pension,
savings, tax withholding, Social Security, unemployment,
bookkeeping and other personnel support services then being
utilized by EGS in connection with compensating and benefiting
such employees.


     5.   Exchange of Intellectual Property

          A.   Should EEI in the course of its business develop
     Intellectual Property, it will make such Intellectual Property
     available for utilization by EGS without charge (except the
     actual expenses incurred by EEI in connection with making such
     new Intellectual Property available to EGS);provided, however,
     that such availability shall be dependent upon and subject to
     any contractual commitments of EEI to Non-Affiliates,
     applicable laws and regulations, and the legal rights and
     entitlements of others.

          B.   As part of the Services, EGS will make available to EEI
     for utilization by it all Intellectual Property heretofore or
     hereafter developed or obtained by EGS without charge (except
     for the actual expenses incurred by EGS in making the same
     available to EEI, and except as otherwise provided in Article 8
     below); provided, however, that such availability shall be
     dependent upon and subject to any contractual commitments of
     EGS to Non-Affiliates, applicable laws and regulations, and the
     legal rights and entitlements of others.


     6.   Compensation of EGS

     As compensation for Services actually requested by EEI and
rendered to it by EGS, EEI hereby agrees to pay to EGS (except
as described in Article 5B) an amount equal to (a) all costs
properly chargeable or allocable thereto, as controlled through
a work order procedure, computed in accordance with applicable
rules and regulations (including, but not limited to, Rules 90
and 91) under the Act and appropriate accounting standards,
plus (b) a charge of five percent (5%) of such costs. Such
costs shall be determined as outlined on Exhibit A attached
hereto and incorporated herein by reference.


     7.   Work Orders

     The Services will be performed in accordance with work
orders or requests issued or made by or on behalf of EEI and
accepted by EGS, and all Services will be assigned an
applicable work order number to enable specific work to be
properly allocated by project or other appropriate basis.  Work
orders shall be as specific as practicable in defining the
Services requested to be performed and will set forth the scope
and duration of the Services to be performed and the specific
employees to be loaned to EEI pursuant to the work order.  EEI
shall have the right from time to time to amend, alter or
rescind any work order, provided that (i) any such amendment or
alteration which results in a material change in the scope of
the work to be performed or equipment to be provided is agreed
to by EGS; (ii) the costs for the Services covered by the work
order will include any expense incurred by EGS as a direct
result of such amendment, alteration or rescission of the work
order; and (iii) no amendment, alteration or rescission of a
work order will release EEI from liability for all such costs
already incurred or contracted for by EGS pursuant to the work
order, regardless of whether the work associated with such
costs is discontinued by such amendment, alteration or
rescission.


     8.   Disposition of Intellectual Property

     In the event EEI with the express written consent of EGS
markets to Non-Affiliates Intellectual Property heretofore or
hereafter developed or otherwise acquired by EGS for its own
use, and such Intellectual Property is actually used by EGS,
all profits derived by EEI from such marketing transactions
shall be divided equally by EGS and EEI, after deducting all of
EEI's incremental costs associated with making the Intellectual
Property available for sale, including the cost of marketing
such Intellectual Property; provided, however, that in the
event any Intellectual Property developed or otherwise acquired
by EGS for its own use is not actually so used, and is
subsequently marketed by EEI to Non-Affiliates, EEI shall fully
reimburse EGS for all of its costs incurred to develop or
otherwise acquire such Intellectual Property before any profits
derived from its marketing of such Intellectual Property shall
be so divided.


     9.   Limitation of Liability and Indemnification

     In performing the Services hereunder (except to the extent
such Services are being performed by employees loaned to and
under the supervision of EEI), EGS will exercise due care to
assure that the Services are performed in a workmanlike manner,
meet the standards and specifications set forth in the
applicable work order or request with respect to such Services,
and comply with applicable standards of law and regulation.
However, failure to meet these obligations shall in no event
subject EGS to any claims or liabilities other than to
reperform the work and be compensated in accordance with this
Agreement for such reperformance such that it fully complies
with the work order, request or standard, as the case may be.
EGS makes no other warranty with respect to its performance of
the Services, and EEI agrees to accept such Services without
further warranty of any nature. EEI shall and does hereby
indemnify and agree to save harmless and defend EGS from
liabilities, taxes, losses, obligations, claims, damages,
penalties, causes of action, suits, costs and expenses or
judgments of any nature, on account of, or resulting from: (i)
injuries to or the death of any person; (ii) damage to or loss
of any property; (iii) any alleged or actual violation of law,
court order, or governmental agency rule or regulation
committed by or existing with respect to EEI or its employees,
agents or subcontractors; (iv) any alleged or actual breaches
of contract by EEI; (v) any claims by or on account of any
employee, agent or subcontractor of EEI; (vi) services or labor
performed, labor force, materials, provisions or supplies
furnished or allegedly contracted for by or on behalf of EEI,
its employees, agents or subcontractors; and/or (vii) other
damages; which, in all cases, are attributable to or arise out
of the performance and prosecution of any project or work
performed by or on behalf of EEI, whether or not the same
results or allegedly results from the claimed or actual
negligence or breach of warranty of, or breach of contract or
willful conduct by, EEI or of its employees, agents or
contractors or its or their subcontractors or any combination
thereof.


     10.  Miscellaneous

     This Agreement shall be binding upon the successors and
assigns of the parties hereto, provided that EGS shall not be
entitled to assign or subcontract out any of its obligations
under this Agreement or under any purchase order or work order
issued hereunder without the prior written approval of EEI.
This Agreement may not be modified or amended in any respect
except in writing executed by the parties hereto. This
Agreement shall be construed and enforced under and in
accordance with the laws of the State of Louisiana. This
Agreement may be executed in counterparts, each one of which
when fully executed shall be deemed to have the same dignity,
force and effect as an original.  No provision of this
Agreement shall be deemed waived nor breach of this Agreement
consented to unless such waiver or consent is set forth in
writing and executed by the party hereto making such waiver or
consent.



          IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed in their respective corporate
names by their respective Presidents or one of their respective
Vice Presidents as of the day and year first above written.


ENTERGY GULF STATES, INC.


By:  /s/ C. John Wilder
            C. John Wilder
     Executive Vice President and
       Chief Financial Officer

ENTERGY ENTERPRISES, INC.


By:  /s/ Steven C. McNeal
           Steven C. McNeal
     Vice President and Treasurer




                                                      EXHIBIT A

                   ENTERGY ENTERPRISES, INC.

  Accounting/Billing Procedures by Entergy Gulf States  Inc.

I.   Introduction

This procedure establishes the guidelines for determining the
cost of Services for, and billings by, Entergy Gulf States,
Inc. (EGS) to Entergy Enterprises, Inc. (EEI).  These billings
will include direct and indirect costs normally incurred by EGS
in its operations, plus a charge of five percent (5%) of the
total of such costs.  Revenues and costs related to these
billings will be recorded in the accounting records of EGS in
accordance with generally accepted accounting principles and
FERC guidelines.

The procedures to be employed in determining costs for Services
performed for EEI, and rendering billing for such Services,
will closely follow the procedures used to bill other System
Companies for work performed.

II.  Method of Billings

Each Service provided by EGS is accounted for using a job order
system.  Direct costs charged to each job will be made using
the current accounting system's source documents (time reports,
expense accounts, journal entries, vendor invoices).  Charges
for Services (including the cost of Services plus the 5% adder)
will be billed on a monthly basis.  All amounts will be payable
in accordance with agreed upon procedures between EGS and EEI.

III. Calculation of Cost

The cost of Services provided to EEI will be calculated, based
on individual projects or jobs, according to the following
guidelines:

     A.   Labor

          Labor costs billed for Services provided include
          salaries and related direct labor costs for
          employees.

               1.   Direct Labor

                    Direct labor costs will be based on actual
                    gross wage rates of employees assigned to
                    perform services multiplied by the actual
                    number of hours actually worked. These
                    direct labor hours will be recorded on time
                    reports.


               2.   Indirect Labor Off-Duty Wages and Benefits

                    A labor overhead rate (calculated annually)
                    will be applied to each direct labor hour
                    for the following:

                         Vacations
                         Holidays
                         Sick
                         Off-duty time
                         Pensions
                         Savings plan
                         Insurance
                         Salary related taxes (FICA, FUTA,
                    SUTA, etc)
                         All other employee benefits and salary
                    taxes

     B.   Employee Travel, Subsistence and Other Related
Expenses

          It is likely in the normal course of providing
          Services to EEI that travel, meals, lodging and
          related expenses will be incurred. Such expenses will
          be accumulated at cost on an expense account form.

     C.   Vehicle and Equipment Usage

          When vehicles or equipment are used by EGS in the
          course of providing services, a standard rate (miles
          or hours) by vehicle or equipment class will be
          applied to recover all costs of operation of the
          vehicle or equipment.

     D.   Materials

          The cost of materials purchased by EGS in connection
          with direct services rendered will be  determined
          based on the total net purchase price of such
          materials, plus applicable stores overheads and
          taxes.

     E.   Administrative and Engineering Overheads

          An overhead rate will be applied to total expenses in
          items A-D above to compensate for indirect
          administrative and engineering overheads.